S-4

As filed with the Securities and Exchange Commission on July 8, 2004

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Global Cash Access, Inc.

Global Cash Access Finance Corporation

(Exact names of registrants as specified in their charters)

Global Cash Access, Inc. Delaware	Global Cash Access Finance Corporation Delaware
(State or Other Jurisdiction of Incorporation or Organization)	(State or Other Jurisdiction of Incorporation or Organization)
94-3309549	20-0723255
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
6199	9995
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)

The following subsidiaries of Global Cash Access, Inc. are guarantors of the 8 ³/4% Senior Subordinated Notes due 2012 and are co-registrants:

Name of Additional Registrant	State of Incorporation or Organization	I.R.S. Employer Identification Number	Primary Standard Industrial Classification Code Number
CCI Acquisition, LLC	Delaware	94-3309549	9995
Central Credit, LLC	Delaware	88-0431550	7320

3525 East Post Road, Suite 120

Las Vegas, Nevada 89120

(800) 833-7110

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kirk Sanford

Chief Executive Officer

Global Cash Access, Inc.

3525 East Post Road, Suite 120

Las Vegas, Nevada 89120

(702) 855-3006

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Paul “Chip” L. Lion III

Timothy J. Harris

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304-1018

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ ____________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨ ___________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Note (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
8 3/4% Senior Subordinated Notes due 2012	$235,000,000	100%	$235,000,000	$29,774.50
Guarantees of 8 3/4% Senior Subordinated Notes due 2012	(2)	(2)	(2)	None (2)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2) No separate consideration will be received for the guarantees. Pursuant to rule 457(n) of the Securities Act of 1933, as amended, there is no filing fee with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.

SUBJECT TO COMPLETION, DATED JULY 8, 2004

PROSPECTUS

$235,000,000

Offer to Exchange

8 ³/4% Senior Subordinated Notes Due 2012,

Which Have Been Registered Under the Securities Act of 1933,

for any and all Outstanding 8 ³/4% Senior Subordinated Notes Due 2012

The Exchange Notes

We are offering to exchange $235 million aggregate principal amount of our 8 ³/4% senior subordinated notes due 2012 that we have registered under the Securities Act, or the exchange notes, for any and all outstanding 8 ³/4% senior subordinated notes due 2012 that we issued on March 10, 2004, or the old notes. The terms of the exchange notes will be substantially similar to our old notes, except for the elimination of some transfer restrictions, registration rights and certain liquidated damage provisions relating to the old notes.

The exchange notes will mature on March 15, 2012. Interest on the exchange notes will accrue at 8 ³/4% per year, and the interest will be payable semi-annually in arrears on March 15 and September 15, beginning September 15, 2004. All of our existing and future domestic wholly-owned subsidiaries other than Global Cash Access Finance Corporation will be guarantors of the exchange notes on a senior subordinated basis. We may redeem the exchange notes at any time on or after March 15, 2008. In addition, at any time prior to March 15, 2008, we may redeem up to 35% of the exchange notes with the net proceeds of one or more public equity offerings.

If we undergo a change of control or sell certain of our assets, we may be required to offer to purchase exchange notes from holders. The exchange notes and the guarantees will be our general unsecured senior subordinated obligations and will be subordinated to all of our and the guarantors’ existing and future senior debt. In addition, the exchange notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the exchange notes. The exchange notes will also be effectively subordinated to any secured debt, including debt under our senior secured credit facilities. The exchange notes will rank equally in right of payment with all of our existing and future senior subordinated debt and will rank senior to all our future debt that expressly provides that it is subordinated to the exchange notes.

Material Terms of The Exchange Offer

The exchange offer expires at 5:00 p.m., New York City time, on                     , 2004, unless extended. We do not currently intend to extend the expiration date.

Our completion of the exchange offer is subject to customary conditions which we may waive.

Upon our completion of the exchange offer, all old notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of exchange notes that are registered under the Securities Act. Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

The exchange of the exchange notes for old notes pursuant to the exchange offer will not be a taxable exchange for U.S. Federal income tax purposes.

We will not receive any proceeds from the exchange offer.

Resales of Exchange Notes

The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. There has been no public market for the old notes and we cannot assure you that any public market for the exchange notes will develop. We do not intend to list the exchange notes on any national securities exchange or any automated quotation system.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer or until any broker-dealer has sold all exchange notes held by it, we will make this prospectus available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Please see “ Risk Factors” beginning on page 19 of this prospectus for a discussion of certain factors that you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission, any gaming authority, any state securities commission nor any other regulatory agency has approved or disapproved of the notes offered hereby or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the fact that a registration statement or an application for a license has been filed with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State of New Hampshire has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective investor, customer or client any representation inconsistent with the provisions of this paragraph.

The date of this prospectus is July     , 2004

TABLE OF CONTENTS

	Page
Where You Can Find Additional Information	ii
Special Note Regarding Forward-Looking Statements	iii
Market and Industry Data	iii
Notice to New Hampshire Residents	iii
Prospectus Summary	1
Risk Factors	19
The Recapitalization	35
The Private Equity Restructuring	38
Use of Proceeds	42
Capitalization	43
Selected Consolidated Financial Data	44
Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Business	58
Regulation	71
Management	73
Security Ownership	76
Certain Relationships and Related Party Transactions	77
Description of Senior Secured Credit Facilities	83
The Exchange Offer	85
Description of Exchange Notes	95
Certain Federal Income Tax Considerations	149
Plan of Distribution	153
Legal Matters	154
Experts	154
Index to Consolidated Financial Statements and Unaudited Condensed Consolidated Financial Statements	F-1

Global Cash Access, Inc. is a Delaware corporation that resulted from the statutory conversion of Global Cash Access, L.L.C., a Delaware limited liability company. Global Cash Access Finance Corporation is a wholly-owned subsidiary of Global Cash Access, Inc., which was incorporated in Delaware for the purpose of serving as a co-issuer of the old notes and exchange notes. Unless otherwise indicated in this prospectus, (1) the terms “Global Cash Access,” “GCA,” “we,” “our,” “the company” or “us” refer to Global Cash Access, Inc. and its subsidiaries, (2) the term “GCA Finance” refers to Global Cash Access Finance Corporation, and (3) the term “issuers” refers to Global Cash Access, Inc. and Global Cash Access Finance Corporation. CCI Acquisition, LLC is a Delaware limited liability company that is a wholly-owned subsidiary of Global Cash Access, Inc. Central Credit, LLC is a Delaware limited liability company that is a wholly-owned subsidiary of CCI Acquisition, LLC. CCI Acquisition, LLC and Central Credit, LLC are guarantors of the old notes and exchange notes.

References to “credit card cash advances” refer to the purchase of negotiable instruments using credit cards. References to “check cashing” include both transactions in which we cash patron checks and transactions in which gaming establishments cash patron checks using the TeleCheck check verification, processing and guarantee service. References to “TeleCheck” refer to both TeleCheck Services, Inc. and TRS Recovery Services, Inc.

You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell or exchange these securities (1) in any jurisdiction where the offer, sale or exchange is not permitted, (2) where the person making the offer is not qualified to do so, or

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(3) to any person who cannot legally be offered the securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus is based on information provided by us and other sources that we believe are reliable. However, we cannot assure you that third-party information is accurate or complete. For example, in preparing estimates of market share and industry data, we utilized third-party sources when possible, but cannot verify some of the estimates through independent sources.

You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the exchange notes. The delivery of this prospectus or any sale or exchange made hereunder does not imply that there has been no change in our affairs or that the information set forth herein is correct as of any date after the date of this prospectus.

This prospectus contains trademarks and service marks owned by us and our subsidiaries, such as ACM^®, Global Cash Access^®, QuikPlay^®, and QuikCash^®, and also contains trademarks and service marks owned by third parties.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

GCA and GCA Finance have filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-4 pursuant to the Securities Act of 1933, as amended, or Securities Act, covering the exchange notes being offered hereby. This prospectus is not required to contain, and does not contain, all the information contained in the registration statement, such as information relating to the indemnification of directors, officers and managers, exhibits and undertakings by GCA and GCA Finance. For further information with respect to GCA, GCA Finance and the exchange offer, please refer to the registration statement. Although we have summarized the material provisions of the contracts, agreements and other documents filed as exhibits to the registration statement, we encourage you to read the documents contained in the exhibits for a more complete understanding and description of each contract, agreement or other document filed as an exhibit.

The indenture governing the old notes provides that we file the registration statement referred to above. We will file with the SEC (unless we are not permitted to file with the SEC by the applicable federal securities laws) and provide the trustee for the exchange notes, holders of the exchange notes and prospective holders of the exchange notes (upon request) within 15 days after we file them with the SEC, copies of our annual report and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act of 1934, as amended, or Exchange Act. Upon consummation of the exchange offer, we will become subject to the periodic reporting and to the informational requirements of the Exchange Act.

You may read and copy any document we file with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You also may obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet world wide web site that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that site is http://www.sec.gov.

The registration statement and other information with respect to us also may be obtained from us free of charge upon written or oral request at Global Cash Access, Inc., 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120 or by telephone at (800) 833-7110. Holders of old notes must request such information no later than [                    ], 2004, which date is five business days before the date on which they must make their investment decision.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical facts included in this prospectus, including the statements under “Summary,” “Business” and elsewhere regarding our strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects, plans and objectives of management, are forward-looking statements. These forward-looking statements include, among others, statements about our cost reduction initiatives implemented in 2003 and the anticipated cost savings resulting from such initiatives, the addition of future costs and expenses that we believe we will have to incur to file periodic reports with the SEC and satisfy the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and other public company requirements, the anticipated growth of our industry, our competitive position and the revenue associated with transaction volume that we may attain in the future. When used in this prospectus, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that such plans, intentions, cost savings or expectations will be achieved or that any positive trends noted in this prospectus will continue. Actual results may differ from those suggested by forward looking statements for any number of reasons, such as unanticipated cost increases, insufficient transaction volume to leverage cost reduction measures to expected amounts or more under estimation of the magnitude of effort or resources required to scale our business, enter new markets, or comply with applicable laws. All forward-looking statements speak only as of the date of this prospectus. Neither we nor the guarantors of the exchange notes undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

You should read carefully the factors described in the section entitled “Risk Factors” of this prospectus, among other things, for a description of certain risks that could cause actual results to differ from these forward-looking statements.

MARKET AND INDUSTRY DATA

Market data used throughout this prospectus, including information relating to our relative position in the gaming industry, is based on the good faith estimates of our management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State of New Hampshire has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective investor, customer or client any representation inconsistent with the provisions of this paragraph.

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PROSPECTUS SUMMARY

This summary contains basic information about us and this offering and is qualified in its entirety by the more detailed information and financial statements and related notes appearing elsewhere in this prospectus. This summary does not contain all of the information that is important to you. We urge you to carefully read and review the entire prospectus, including the Risk Factors and our financial statements and related notes before you decide whether or not to participate in the exchange offer.

The Company

We are the largest provider of cash access products and services to the gaming industry in the United States, Canada, the Caribbean and the United Kingdom. We contractually provide our cash access products and services to patrons at approximately 70% of the gaming establishments in these markets. We provide what we believe to be the broadest suite of cash access products and services to the gaming industry. Our cash access products and services allow gaming patrons to access funds through a variety of methods, including credit card cash advances, point-of-sale, or POS, debit card transactions, automated teller machine, or ATM, withdrawals, check cashing transactions and money transfers. We also own what we believe to be the largest gaming patron credit bureau database, which is recognized in the industry as the premier resource for underwriting patron credit decisions, or markers. In 2003, we processed over 60 million transactions, representing approximately $12 billion in face value. For the year ended December 31, 2003, we generated revenues, operating income and net income of $356.4 million, $63.8 million and $58.4 million, respectively. From 2000 to 2003, our revenues grew at a compound annual growth rate of 13.8%, which compared favorably to the estimated 5.6% compound annual growth rate in total U.S. gaming revenues during such period.

We provide our cash access services to patrons at approximately 920 gaming establishments. We have contracts with eight of the top ten gaming operators in the United States, including Harrah’s Entertainment, Inc., Caesars Entertainment, Inc., Mandalay Resort Group, Boyd Gaming Corporation, Foxwoods Resort Casino, Mohegan Tribal Gaming Authority, Trump Hotels & Casino Resorts, Inc. and Penn National Gaming, Inc., and three of the top four gaming operators in the United Kingdom. Our contracts are generally exclusive for terms ranging from three to five years.

We generate revenues by charging patrons and gaming establishments service fees for the use of our cash access services. We typically share a portion of our service fees with gaming establishments in the form of commissions. The ability to combine our value-added customer relationship marketing products and services with our full suite of cash access products and services has allowed us to consistently demand a pricing premium relative to our competition. Our customer relationship marketing products and services help gaming establishments strengthen their patron relationships by leveraging a significant marketing database of patron and transaction information using innovative reporting and marketing technologies.

Cash Access Services

Unlike the traditional merchant environment, the delivery of our cash access services, and the products through which they are delivered, need to meet extremely high standards of reliability and efficiency in order to handle the high transaction volume of the gaming industry. The following table highlights the cash access services we offer through our innovative products.

Service	Description	% of 2003 Revenues	2003 Transactions
Cash Advance	Credit card cash advances enable a gaming patron to access funds up to a specified limit set by the card-issuing bank. Our POS debit card transactions are processed much like a regular merchant transaction, whereby a patron is able to access funds up to the cardholder’s POS debit limit, which is usually higher than the daily ATM limit.	52.4%	8.1 million
ATM	Through our network of over 1,000 ATMs and Automated Cashier Machines, or ACMs, a patron can withdraw funds directly from his or her account.	37.1%	45.7 million
Check Cashing	The TeleCheck check verification, processing and guarantee service, for which we are the only marketer to the gaming industry in the U.S., except for the state of Michigan, enables the cashing of patron checks at the casino cashier.	7.4%	6.4 million
Central Credit	Gaming establishments subscribe to our Central Credit service to obtain detailed credit information for the purpose of reducing the risk associated with extending markers to patrons.	2.8%	4.9 million

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Industry Drivers

The target customers for our cash access products and services are the approximately 1,350 gaming establishments in the United States, Canada, the Caribbean and the United Kingdom. The U.S. gaming industry, where we generate a majority of our revenues, is estimated to have generated more than $40 billion in total gaming revenues in 2003. These gaming establishments include traditional, land-based casinos, gaming establishments operated on Native American lands, riverboats and cruise ships with gaming operations, pari-mutuel wagering facilities and card rooms. The expanding demand for cash access services has been fueled by growth in the gaming industry. The broadening demographic profile of gaming patrons and the liberalization of gaming legislation have all contributed to growth in the gaming industry. Over the past four years, total gaming revenues in the U.S. grew at an estimated compound annual growth rate of 5.6%. Based on the following four drivers, we believe that demand for cash access services will continue to grow faster than total gaming revenues.

Growth in Outsourcing of Cash Access Services. Gaming revenues depend on the amount of available funds on the gaming floor. Therefore, the selection of a cash access services provider is critical to a gaming establishment’s business. Without cash access services, gaming revenues would be limited by the amount of cash that patrons bring to gaming establishments. Most gaming establishments in the United States outsource their cash access services to third-party providers because providing these services is not a core competency of gaming operators. Conversely, most international gaming operators do not currently provide cash access services, but rather provide lines of credit to their patrons. As many of these operators look to adopt U.S.-style gaming practices as a means to improve their profitability by increasing the amount of available funds on the casino floor through the use of cash access products and services, we believe that international gaming operators will increasingly seek to utilize third parties to provide a broader range of cash access services.

Continuation of Cash-to-Card Conversion. Consumer acceptance and utilization of card-based payment instruments will continue to grow the demand for cash access services. According to the Federal Reserve Bank of Kansas City, debit card-based transactions in the United States have increased at an annual growth rate of 32% between 1995 and 2002. We believe that the proliferation of card-based payment instruments in retail environments and consumer expectation of the availability of card-based payment instruments has led to a general reduction in the amount of cash that patrons bring to gaming establishments, thereby spurring demand for cash access services.

Evolution of Cash Access Technologies. We believe that the continued growth in cash access transactions will be governed by the delivery products’ ease of use. Patrons who are driven away by complex or time consuming transactions will migrate towards more intuitive and faster methods of accessing their funds. A cash access provider’s ability to continually increase the number of cash access services, improve the products from which they are delivered and maximize the reliability of the technologies will increase overall patron usage. Cash access products and services that expedite or eliminate transactions at the cashier will increase the amount of funds on the gaming floor and reduce cashier labor costs.

Increases in Cash Access Surcharges. Gaming establishments set the surcharge amounts that cash access providers impose upon their patrons. Because they receive a portion of these surcharges through commissions, gaming establishments are able to increase revenues by increasing surcharges. Consistent with past practices, we believe that cash access providers will benefit as gaming establishments continue to increase surcharges as a means of improving profitability.

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Competitive Strengths

We believe that the following competitive strengths will allow us to remain a leading cash access provider to the gaming industry:

Leading Industry Position. We contractually provide our products and services to approximately 70%of the gaming establishments in the United States, Canada, the Caribbean and the United Kingdom. We believe that we have captured this leading position by being the only full-service provider to the gaming industry by offering products and services for all types of cash access transactions, various marketing products and services and gaming patron credit information. As of March 31, 2004, all of our top 20 customers, in terms of revenues, procured more than one core offering from us. In addition to our long-standing relationships with a majority of our gaming operator customers, our products enjoy high brand recognition among patrons. In 2002, based on a survey of 13 of our largest customers, approximately 85% of the dollars accessed using our cash access services were by patrons who were repeat users.

Impressive Contract Retention and Acquisition. All of our customers enter into contracts with us that typically have a length of three to five years. Over the last two years, we were successful in renewing contracts representing approximately 88% of the revenues relating to contracts scheduled to expire. We believe that this impressive contract renewal rate is a result of our long-standing customer relationships, high level of service and premium offering of value-added products and services. We also have been successful in winning contracts that we had previously not held when those contracts were up for competitive bidding. We have won contracts representing 70% of the revenues available under all such contracts over the last two years (calculated on a weighted-average basis during such period). We believe that our long-term contracts result in predictable revenues and cash flow.

Diversified Customer Base. We provide cash access products and services to approximately 920 gaming establishments in 41 U.S. states, Canada, the Caribbean and the United Kingdom. These gaming establishments range from the world’s largest casinos to local card rooms. Our largest corporate customer and single gaming property accounted for less than 12.1% and 3.5%, respectively, of our cash advance and ATM revenues for the quarter ended March 31, 2004. Given the legislative trend toward increasing the number of states and Native American jurisdictions that allow gaming and the types of gaming that are permitted, our revenues are well dispersed throughout the country with the Nevada and New Jersey markets accounting for approximately 27.3% and 9.8%, respectively, of our cash advance and ATM revenues for the quarter ended March 31, 2004. We believe that the distribution of our revenues closely resembles that of the total gaming revenues throughout the United States.

Broadest Product Offering. We believe that our ability to combine what we believe to be the gaming industry’s broadest suite of innovative cash access products and services, value-added customer relationship marketing products and services and access to the industry’s largest gaming patron credit bureau database provides us with a competitive advantage when pursuing new contracts or renewing existing relationships. As the technology and integration of cash access systems evolve, we believe that many gaming establishments will continue to seek to procure as broad an array of offerings as possible from a single source provider. Our competitors’ product offerings are often limited to only one or two cash access services, and as a result, gaming establishments that do not exclusively use our services are compelled to manage multiple provider relationships. We believe that utilizing multiple providers may reduce a gaming establishment’s operating efficiency and ability to realize synergies that stem from an integrated offering.

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Differentiating Technology. We have invested a significant amount of capital to develop what we believe to be the industry’s most innovative cash access products and services. As a result, we continue to provide our customers with new, more effective products for accessing cash and improving patron relationships. For example, QuikCash Plus Web, or QCP Web, our PC-based, web-enabled technology platform, is unique in the marketplace because it offers all of our non-ATM cash access services through a single architecture, thus eliminating a gaming establishment’s need to operate disparate hardware and software platforms. Since QCP Web is integrated into the cashier’s existing desktop operating environment, we believe that it would be inefficient for a gaming establishment operator to replace our single point of contact with our competitors’ multiple hardware devices. As we develop new methods of accessing funds, our web-based architecture will allow us to rapidly and cost-effectively deploy new features and offerings over our existing infrastructure. In addition, we are the sole provider in the gaming industry of the “3-in-1 rollover” feature, which is a patented method that allows a patron to easily convert an unsuccessful ATM cash withdrawal into a POS debit card transaction or credit card cash advance. We believe that this patented method increases the number of dollars that flow to the gaming floor, the amount of commissions payable to gaming establishments and overall gaming revenues. Since 1998, as a validation of our differentiating technology, Casino Journal has named a total of five of our products to its annual list of the “Top 20 Most Innovative Gaming Products.”

Unsurpassed Reliability. Since gaming revenues are dependent on the amount of funds on the gaming floor, the reliability of cash access products and services is paramount to a gaming establishment’s performance. Our 99% up-time guarantee has established us as the lowest risk provider of cash access products and services in the industry. The proven reliability of our mission critical systems offers substantial protection against the damaging effect on gaming revenues caused by service interruption. Unlike many of our competitors, we utilize a network of dual data centers and redundant telecommunication lines that was specifically designed to withstand the stresses of the gaming industry’s processing requirements. Our competitors rely on third-party transaction processors that are oriented to serve traditional merchant processing environments, which typically have different service support schedules than the gaming industry requires. As a result, we believe that we experience less downtime during peak gaming hours, with a lesser impact on gaming establishments’ revenues, than our competitors. Our mission critical systems standards resulted in an average up-time of 99.9% in 2003, which we believe is in excess of any of our competitors.

Premier Resource for Gaming Patron Credit Information. We own what we believe to be the world’s largest gaming patron credit bureau database, which is recognized in the industry as the premier resource for underwriting markers. Our Central Credit service tracks patron markers from a majority of gaming establishments around the world. With over 40 years of gaming patron credit history, Central Credit has accumulated irreplaceable transaction data on over 10 million patrons. To our knowledge, Central Credit is the sole third-party source of gaming patron credit bureau information and in New Jersey it has even been legislated that all gaming establishments desiring to extend credit verify patrons’ gaming credit limits and outstanding balances through a gaming patron credit bureau. We believe that almost every gaming establishment that extends credit utilizes our Central Credit service. In addition to its importance in the gaming industry, Central Credit provides us with a very stable source of revenues and cash flow and creates opportunities for us to market our other cash access products and services.

Proven and Experienced Management Team. Led by President and Chief Executive Officer Kirk Sanford, our management team has an average of approximately 15 years of experience in the cash access and gaming industries. Most of our senior managers have been with us for several years, providing significant continuity of leadership. Furthermore, management has demonstrated its ability to build our revenue and customer base, develop innovative technologies and control costs.

4

Business Strategy

We intend to continue to expand our business, enhance our competitive position and increase our revenues and cash flow by focusing on the following:

Deepen our Existing Customer Relationships. We intend to continue to increase the number of services that we provide to our existing customers. Many gaming establishments procure some, but not all, of the products and services we provide. For example, although we have quickly become what we believe to be the largest provider of ATM services to the U.S. gaming industry since acquiring certain gaming ATM portfolios in late fiscal 2000, fewer of our customers utilize our ATM services than our cash advance services. We believe that increasing the penetration of our ATM services is a significant opportunity for us. We can also increase the number of services that we provide to existing customers by leveraging our value-added customer relationship marketing products and services. By combining our customer relationship marketing products and services with the cash access services that we currently provide to gaming establishments, our customers can benefit from our integrated service offering. The unique technology platform of our QCP Web product will allow us to remotely add services to our customers’ cashier facilities without the need to update or upgrade their local hardware or software. As of March 31, 2004, we had approximately 1,100 QCP Web workstations in operation at approximately 150 different gaming establishments.

Focus on Differentiating Technology. We intend to continue focusing on improving the technology of our full suite of products and services as a means to further differentiate us from our competition. While the processing of cash access transactions is relatively standardized, we believe that the efficient delivery of these transactions is a differentiating factor in the marketplace. Aggregating diverse financial services onto a single integrated hardware and software platform, employing emerging technologies such as biometric facial recognition, wireless communication and cashless gaming, and providing secure remote access to patron and transaction information via the Internet are all examples of the continuing evolution of our cash access products. We believe that the ability to introduce and respond to technological innovation in the gaming industry will be an increasingly important qualification for any provider’s future success.

Continue to Benefit from Our Highly Variable Cost Structure. We strive to be the most cost-effective provider of cash access products and services to the gaming industry. We have a highly variable cost structure, with variable costs accounting for more than 90% of our total costs in fiscal 2003. Although we are not burdened by a large amount of fixed overhead, we will continue to analyze areas for margin improvement. For example, in 2003, we demonstrated our ability to reduce our cost structure, as we implemented seven key initiatives that we believe will account for approximately $22 million in annual cost reductions compared to fiscal 2002.

Further Capitalize On Our Proprietary Databases. We plan to continue to build and capitalize upon our proprietary patron marketing database and our exclusive database of gaming patron credit bureau information. Our patron marketing database continues to grow as our credit card cash advance and check cashing transaction volume increases. Our gaming patron credit bureau database continues to grow as patrons apply for and receive markers from gaming establishments. Our customer relationship marketing products and services allow gaming establishments to access our proprietary patron marketing database to specifically target their loyalty building programs. Since marketing is one of a gaming establishment’s largest cost items, we believe that our customers will find our marketing services increasingly helpful as they try to attract new patrons and retain valued patrons. By enhancing our cash access services with our value-added customer relationship marketing products and services, we intend to continue to differentiate our premium product offering from commodity cash access services in the industry.

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Expand Our Customer Base. We intend to expand our customer base by leveraging our competitive advantages. We believe that our ability to be the sole provider of what we believe are some of the industry’s most advanced cash access products and services is a compelling proposition to many gaming operators whose contracts with our competitors are reaching expiration. We believe there are over $225 million in revenues under competitive contracts that are either expired or coming due in the next three years. We also intend to expand our customer base by developing additional channels for our services. For example, our new alliance with NRT Technology Corporation, or NRT, incorporates our credit card cash advance, POS debit card and ATM services into QuickJack Plus, a self-service slot voucher redemption kiosk that is supplied and marketed by NRT to gaming establishments. When a patron presses the cash out button on a cashless slot machine, the patron receives the value of the winnings on a paper voucher dispensed from a printer embedded in the slot machine. The voucher can then be inserted into other slot machines or exchanged for cash at a QuickJack Plus kiosk. Because the QuickJack Plus kiosk does not initiate cash access transactions, we view this product as a complementary means for us to conveniently offer our cash advance and ATM services to patrons who use a QuickJack Plus kiosk to redeem slot vouchers. The combination of these product offerings provides us with additional points of contact with gaming patrons at locations that are typically closer to the slot machines than traditional cash access devices on the periphery of the gaming floor. As the gaming industry evolves, whether through the use of stored value cards, legalized Internet gaming, or the use of cell phones or personal digital assistants, we believe that our unique system architecture will enable us to deliver our services over any device.

Further Diversify Our Geographic Focus. We plan on growing our business by further broadening our geographic presence. For instance, we believe that our relationships with many of the largest United States and United Kingdom gaming operators will allow us to benefit from the proposed liberalization of gaming regulations in the United Kingdom. The most significant proposed change would liberalize the United Kingdom’s casino laws allowing for an increase in the number of gaming establishments and the number of slot machines. In addition, the proposed changes would reduce operating limitations by allowing casinos to provide additional gaming products, eliminating the required waiting period before a patron may begin gaming at a gaming establishment, and eliminating the requirement that patrons join the membership of a gaming establishment before engaging in any gaming activities at the gaming establishment. We also plan on expanding our operations to established gaming markets such as continental Europe and Australia, where we believe significant cash access opportunities exist.

Global Cash Access, Inc.’s principal executive offices are located at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120. Our telephone number is (800) 833-7110. Our web site address is www.globalcashaccess.com. The information on our web site is not deemed to be part of this prospectus.

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The Recapitalization

The transactions summarized below, pursuant to which we became a wholly-owned subsidiary of GCA Holdings, L.L.C., which was subsequently converted into a corporation named GCA Holdings, Inc., and pursuant to which GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation, include the issuance of the old notes and borrowings under our senior secured credit facilities. We refer to these transactions in this prospectus as the recapitalization. While an understanding of the transactions summarized below is important to your understanding of our future cost structure, results of operations, financial position and cash flows, we do not believe that the transactions described below directly impact either the exchange offer or your decision as to whether or not to participate in the exchange offer. In addition, we do not believe that the transactions described below will affect our future corporate structure.

First Data Corporation, FDFS Holdings, LLC, M&C International, Karim Maskatiya, Robert Cucinotta, GCA Holdings, L.L.C. and we entered into a Restructuring Agreement, dated as of December 10, 2003, as amended on January 20, 2004, February 20, 2004 and March 3, 2004. Pursuant to the recapitalization, which was consummated on March 10, 2004, all of the membership units in GCA Holdings, L.L.C. owned by FDFS Holdings, LLC were redeemed. In exchange, affiliates of First Data Corporation received an aggregate amount of $435.6 million.

Immediately prior to the redemption of all of the membership units of GCA Holdings, L.L.C. held by FDFS Holdings, LLC, Bank of America Corporation purchased approximately 5% of the membership units in GCA Holdings, L.L.C. from M&C International for an aggregate purchase price of approximately $20.0 million, GCA Holdings, L.L.C. redeemed certain membership units held by M&C International for an aggregate redemption price of $38.0 million and a $12.1 million seller note payable to Bank of America, N.A. from M&C International was retired. Prior to the consummation of the recapitalization, a distribution was made to our members in proportion to the members’ membership units.

Upon the consummation of the recapitalization transaction on March 10, 2004, we became wholly-owned by GCA Holdings, L.L.C., and GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation. First Data Corporation and its affiliates do not own any equity interest, or any option, warrant or right to acquire any equity interest in GCA Holdings, L.L.C. or us. See “The Recapitalization” for more information concerning these transactions.

To consummate the transaction and redeem certain membership units held by M&C International, we raised financing of $280.0 million in senior secured credit facilities and $235.0 million in old notes, both on March 10, 2004. These transactions are referred to herein as the recapitalization.

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The actual sources and uses of cash in connection with the recapitalization are set forth below (dollars in millions):

Sources of Funds:
Existing cash on hand	$	4.2
Term loan under senior secured credit facilities (1)		260.0
Old notes		235.0
Total Sources	$	499.2
Uses of Funds:
Redeem and purchase membership interests from FDFS Holdings, LLC and First Data Financial Services, L.L.C.	$	435.6
Redeem membership interests from M&C International		38.0
Retirement of seller note (2)		12.1
Actual fees and expenses		13.5
Total Uses	$	499.2

(1) In connection with the recapitalization, we entered into senior secured credit facilities in an aggregate principal amount of $280.0 million, consisting of a five-year revolving credit facility of $20.0 million, of which $6.0 million was set aside for letters of credit, and a six-year term loan of $260.0 million. See “Description of Senior Secured Credit Facilities” for more information concerning the terms of our senior secured credit facilities.

(2) Reflects the retirement of a seller note payable to Bank of America, N.A. from M&C International. This note was issued by M&C International in payment of the purchase price of membership interests in us sold by Bank of America, N.A. and BA Merchant Services, Inc. on September 29, 2000.

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Corporate Structure Following the Recapitalization

The chart below illustrates our corporate structure upon completion of the recapitalization.

(1) After the recapitalization, GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation.

(2) After the recapitalization, GCA Holdings, L.L.C. directly owned 100% of the membership interests of GCA and pledged such membership interests to the lenders under GCA’s senior secured credit facilities. GCA Holdings, L.L.C. is also a guarantor under the senior secured credit facilities.

(3) GCA Canada Inc. was formed prior to the consummation of the recapitalization but has no operations. GCA Canada Inc. is not a guarantor under either the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(4) The senior secured credit facilities consist of a $20.0 million revolving credit facility and a $260.0 million term loan.

(5) CashCall Systems, Inc. is a wholly-owned Canadian subsidiary. CashCall Systems, Inc. is not a guarantor under either the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(6) CCI Acquisition, LLC owns Central Credit, LLC. CCI Acquisition, LLC and Central Credit, LLC have guaranteed the senior secured credit facilities and the old notes and will guarantee the exchange notes.

(7) QuikPlay, LLC is a joint venture that is owned 60% by GCA and 40% by International Game Technology. QuikPlay, LLC is not a guarantor under the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(8) Global Cash Access Finance Corporation is a co-issuer of the old notes and will be a co-issuer of the exchange notes and has guaranteed all amounts outstanding under the senior secured credit facilities.

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The Private Equity Restructuring

The transactions summarized below, pursuant to which we and GCA Holdings, L.L.C. were converted into Delaware corporations, and pursuant to which GCA Holdings, Inc. became 55% owned by a number of private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation, occurred subsequent to the recapitalization and prior to the date of this prospectus. We refer to these transactions in this prospectus as the private equity restructuring. While an understanding of the transactions summarized below is important to your understanding of our corporate structure, future cost structure, results of operations, financial position and cash flows, we do not believe that the transactions described below directly impact either the exchange offer or your decision as to whether or not to participate in the exchange offer.

Our parent company, GCA Holdings, L.L.C., entered into a Securities Purchase and Exchange Agreement, dated April 21, 2004, as amended on May 13, 2004, with certain entities affiliated with Summit Partners, L.P., certain entities affiliated with Tudor Investment Corporation, certain entities directly or indirectly administered or managed by HarbourVest Partners, LLC and certain entities directly or indirectly administered or managed by General Motors Investment Management Corporation or JPMorgan Chase Bank. We refer to these entities in this prospectus as the private equity investors. Pursuant to the private equity restructuring, (i) GCA Holdings, L.L.C. agreed to exchange with M&C International its Common Units in GCA Holdings, L.L.C. for Class A Common Units, Class A Preferred Units and Class B Preferred Units in GCA Holdings, L.L.C., (ii) GCA Holdings, L.L.C. agreed to exchange with Bank of America Corporation its Common Units in GCA Holdings, L.L.C. for Class A Common Units and Class B Common Units in Holdings, (iii) M&C International agreed to sell to the private equity investors 244.000 Class A Preferred Units and 58.5 Class B Preferred Units (which constituted all of the Class A Preferred Units and Class B Preferred Units acquired by M&C International in connection with the exchange described in clause (i) above) for an aggregate purchase price of $316,400,000, (iv) GCA Holdings, L.L.C. agreed to convert from a limited liability company to a corporation organized under the laws of Delaware and named GCA Holdings, Inc., (v) GCA Holdings, L.L.C. agreed to cause GCA to be converted from a limited liability company to a corporation organized under the laws of Delaware named Global Cash Access, Inc., and (vi) in connection with the conversion of GCA Holdings, L.L.C., all outstanding Class A Common Units, Class B Common Units, Class A Preferred Units and Class B Preferred Units in GCA Holdings, L.L.C. were automatically converted into shares of Class A Common Stock, Class B Common Stock, Class A Preferred Stock and Class B Preferred Stock of GCA Holdings, Inc. respectively.

The sale of equity interests to the private equity investors was consummated on May 13, 2004, the conversion of GCA Holdings, L.L.C. to a Delaware corporation was consummated on May 14, 2004, and the conversion of GCA to a Delaware corporation was consummated on June 7, 2004. Upon the consummation of the private equity restructuring, we became a Delaware corporation and wholly-owned subsidiary of GCA Holdings, Inc., and GCA Holdings, Inc. became 55% owned by the private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation. See “The Private Equity Restructuring” for more details of these transactions.

We did not receive any of the proceeds of the investments in the private equity restructuring, but we became obligated to pay costs and expenses associated with the private equity restructuring in the aggregate amount of approximately $1.5 million. These transactions are referred to herein as the private equity restructuring.

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Corporate Structure Following the Private Equity Restructuring

The chart below illustrates our corporate structure upon completion of the private equity restructuring.

(1) After the private equity restructuring, GCA Holdings, Inc. became 55% owned by the private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation.

(2) After the private equity restructuring, GCA Holdings, Inc. directly owned 100% of the outstanding capital stock of GCA and pledged such membership interests to the lenders under GCA’s senior secured credit facilities. GCA Holdings, Inc. is also a guarantor under the senior secured credit facilities.

(3) GCA Canada Inc. is a wholly-owned Canadian subsidiary of GCA Holdings, Inc. GCA Canada Inc. has no operations and is not a guarantor under either the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(4) The senior secured credit facilities consist of a $20.0 million revolving credit facility and a $260.0 million term loan.

(5) CashCall Systems, Inc. is a wholly-owned Canadian subsidiary. CashCall Systems, Inc. is not a guarantor under either the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(6) CCI Acquisition, LLC owns Central Credit, LLC. CCI Acquisition, LLC and Central Credit, LLC have guaranteed the senior secured credit facilities and the old notes and will guarantee the exchange notes.

(7) QuikPlay, LLC is a joint venture that is owned 60% by GCA and 40% by International Game Technology. QuikPlay, LLC is not a guarantor under the senior secured credit facilities or the old notes and will not guarantee the exchange notes.

(8) Global Cash Access Finance Corporation is a co-issuer of the old notes and will be a co-issuer of the exchange notes and has guaranteed all amounts outstanding under the senior secured credit facilities.

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Summary of the Exchange Offer

The Exchange Offer We are offering to exchange an aggregate of $235 million principal amount of our exchange notes for $235 million of our old notes. Old notes may be exchanged in integral multiples of $1,000 principal amount. To be exchanged, an old note must be properly tendered and accepted. All outstanding old notes that are validly tendered and not validly withdrawn will be exchanged for exchange notes issued on or promptly after the expiration date of the exchange offer. Currently, there is $235 million aggregate principal amount of old notes outstanding and no exchange notes outstanding.

The form and terms of the exchange notes will be substantially identical to those of the old notes except that the exchange notes will have been registered under the Securities Act. Therefore, the exchange notes will not be subject to certain contractual transfer restrictions, registration rights and certain liquidated damage provisions applicable to the old notes prior to consummation of the exchange offer.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time on                  , 2004, unless extended, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

Withdrawal You may withdraw the tender of your old notes at any time prior to the expiration date of the exchange offer. See “The Exchange Offer—Withdrawal Rights.”

Conditions to the Exchange Offer The exchange offer is subject to customary conditions which we may waive. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Old Notes If you are a holder of old notes who wishes to accept the exchange offer, you must:

• properly complete, sign and date the accompanying letter of transmittal (including any documents required by the letter of transmittal), or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your old notes, to the exchange agent at the address set forth under “The Exchange Offer—Exchange Agent;” or

• arrange for The Depository Trust Company to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer.

By tendering your old notes in either manner, you will be representing, among other things, that:

• you are acquiring the exchange notes issued to you in the exchange offer in the ordinary course of your business;

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• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes issued to you in the exchange offer; and

• you are not an “affiliate” of ours within the meaning of Rule 144 under the Securities Act.

See “The Exchange Offer—Procedures for Tendering Old Notes.”

Special Procedures for Beneficial Owners If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender your beneficially owned old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender the old notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. See “The Exchange Offer—Procedures for Tendering Old Notes.”

Guaranteed Delivery Procedures If you wish to tender your old notes, but:

• your old notes are not immediately available; or

• you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent prior to the expiration date; or

• the procedures for book-entry transfer of your old notes cannot be completed prior to the expiration date,

you may tender your old notes pursuant to the guaranteed delivery procedures set forth in this prospectus and the letter of transmittal. See “The Exchange Offer—Guaranteed Delivery Procedures.”

Acceptance of Old Notes for Exchange and Delivery of Exchange Notes Upon effectiveness of the registration statement of which this prospectus is a part and commencement of the exchange offer, we will accept any and all old notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Acceptance of Old Notes For Exchange and Delivery of Exchange Notes.”

Certain Federal Income Tax Considerations The exchange of exchange notes for old notes in the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. See “Certain Federal Income Tax Considerations.”

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

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Fees and Expenses We will pay all expenses incident to the consummation of the exchange offer and compliance with the registration rights agreement. We will also pay certain transfer taxes applicable to the exchange offer. See “The Exchange Offer—Fees and Expenses.”

Termination of Certain Rights The old notes were issued and sold in a private offering to Banc of America Securities LLC as the initial purchaser, on March 10, 2004. In connection with that sale, we executed and delivered a registration rights agreement for the benefit of the noteholders.

Pursuant to the registration rights agreement, holders of old notes: (i) have rights to receive liquidated damages in certain instances; and (ii) have certain rights intended for the holders of unregistered securities. Holders of exchange notes will not be, and upon consummation of the exchange offer, holders of old notes will no longer be, entitled to the right to receive liquidated damages in certain instances, as well as certain other rights under the registration rights agreement for holders of unregistered securities. See “The Exchange Offer.”

Resale of Exchange Notes We believe, based on an interpretation by the staff of the SEC contained in no-action letters issued to third parties in other transactions, that you may offer to sell, sell or otherwise transfer the exchange notes issued to you in this exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, provided that:

• you are acquiring the exchange notes issued to you in the exchange offer in the ordinary course of your business;

• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes issued to you in the exchange offer; and

• you are not an “affiliate” of ours within the meaning of Rule 144 under the Securities Act.

If you are a broker-dealer and you receive exchange notes for your own account in exchange for old notes that you acquired for your own account as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus if you decide to resell your exchange notes. See “Plan of Distribution.”

Consequences of Failure to Exchange If you do not tender your old notes or if you tender your old notes improperly, you will continue to be subject to the restrictions on transfer of your old notes as contained in the legend on the old notes. In general, you may not sell or offer to sell the old notes, except pursuant to a registration statement under the Securities Act or any exemption from registration thereunder and in compliance with all applicable state securities laws. See “The Exchange Offer—Consequences of Failure to Exchange.”

Exchange Agent The Bank of New York, the trustee under the indenture, is the exchange agent for the exchange offer.

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Summary of the Exchange Notes

The form and terms of the exchange notes will be substantially identical to those of the old notes except that the exchange notes will have been registered under the Securities Act. Therefore, the exchange notes will not be subject to certain transfer restrictions, registration rights and certain liquidated damage provisions applicable to the old notes prior to the consummation of the exchange offer.

Issuers Global Cash Access, Inc. and Global Cash Access Finance Corporation.

Securities $235.0 million in aggregate principal amount of exchange notes.

Maturity March 15, 2012.

Interest Annual Rate: 8 ³/4%.

Payment Frequency: every six months on March 15 and September 15. First Payment: September 15, 2004.

Guarantees The exchange notes will be fully and unconditionally guaranteed on a senior subordinated basis by all of our domestic wholly-owned subsidiaries other than Global Cash Access Finance Corporation.

Ranking The exchange notes and the guarantees will be unsecured senior subordinated obligations. Accordingly, they will rank:

• behind all of our and the guarantors’ existing and future senior debt, whether or not secured;

• equally with all of our and the guarantors’ existing and future unsecured senior subordinated obligations that do not expressly provide that they are subordinated to the exchange notes; and

• ahead of any of our and the guarantors’ future debt that expressly provides that it is subordinated to the exchange notes.

As of March 31, 2004, after the completion of the offering of the old notes and the application of the net proceeds therefrom, we and the guarantors had $260.0 million of senior debt (excluding two letters of credit for a total of $6.0 million), all of which would have been secured. In addition, approximately $14.0 million would have been available to borrow under our senior secured credit facilities. In addition, our non-guarantor subsidiaries had $1.1 million of intercompany and related party liabilities.

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes.

Optional Redemption On or after March 15, 2008, we may redeem some or all of the exchange notes at any time at the redemption prices listed under “Description of Exchange Notes—Optional Redemption,” plus accrued interest. At any time prior to March 15, 2008, we may

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redeem some or all of the exchange notes at any time at a price equal to 100% of their outstanding principal amount plus the make-whole premium described under “Description of Exchange Notes—Optional Redemption.”

At any time before March 15, 2007, we may redeem up to 35% of the exchange notes with the proceeds from certain equity offerings at the redemption price listed under “Description of Exchange Notes—Optional Redemption.”

Special Redemption The exchange notes are subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions in which we conduct gaming operations. See “Description of Exchange Notes—Special Redemption.”

Change of Control If we experience certain types of change of control, we must offer to repurchase the exchange notes at 101% of the aggregate principal amount of the exchange notes repurchased plus accrued and unpaid interest.

Certain Covenants The indenture governing the exchange notes, among other things, restricts our and our subsidiaries’ ability to:

• incur additional debt;

• make distributions on, redeem or repurchase membership interests;

• create liens;

• make specified types of investments;

• apply net proceeds from certain asset sales;

• engage in transactions with our affiliates;

• merge or consolidate;

• restrict dividends or other payments from subsidiaries;

• sell preferred equity interests of subsidiaries; and

• sell, assign, transfer, lease, convey or dispose of assets.

These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of Exchange Notes—Certain Covenants.”

Trustee and Paying Agent The Bank of New York.

You should carefully consider all of the information contained in this prospectus, including the discussion in the section entitled “Risk Factors,” for an explanation of certain risks of participating in the exchange offer.

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Summary Consolidated Financial Data

The following summary consolidated financial data should be read in conjunction with our audited consolidated financial statements and related notes and our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this prospectus. The summary consolidated financial data for the fiscal years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been derived from our audited consolidated financial statements. The unaudited summary condensed consolidated financial data for the fiscal quarters ended March 31, 2004 and 2003 has been derived from our unaudited condensed consolidated financial statements. Our summary historical consolidated financial data may not be indicative of our future financial condition or results of operations. See “Consolidated Financial Statements” and “Unaudited Condensed Consolidated Financial Statements”.

	For the Years Ended December 31,															For the Quarters Ended March 31,
	2003			2002			2001 (1)			2000			1999			2004			2003
	(dollars in thousands)
Income Statement Data:
Revenues:
Cash advance	$	186,547		$	182,754		$	174,787		$	170,792		$	172,154		$	50,455		$	45,718
ATM		132,341			119,424			110,074			33,611			12,847			38,330			30,807
Check cashing		26,326			29,412			26,614			26,997			23,761			5,838			6,982
Central Credit and other		11,176			10,825			10,758			10,537			3,546			3,007			2,690
Total revenues		356,390			342,415			322,233			241,937			212,308			97,630			86,197
Costs and Expenses:
Commissions		154,889			146,824			140,640			87,409			74,868			44,328			37,513
Interchange and processing		67,245			59,574			54,251			52,594			56,469			17,889			17,064
Check cashing warranties		9,848			9,827			8,532			7,582			6,294			2,658			3,118
Central Credit and other costs of revenues		414			511			492			620			182			74			82
Total costs and expenses		232,396			216,736			203,915			148,205			137,813			64,949			57,777
Gross profit		123,994			125,679			118,318			93,732			74,495			32,681			28,420
Operating expenses		(45,494	)		(55,527	)		(52,867	)		(38,243	)		(33,193	)		(11,205	)		(13,708	)
Depreciation and amortization		(14,061	)		(11,820	)		(16,838	)		(11,084	)		(8,361	)		(3,407	)		(3,358	)
Preopening expenses		(679	)		(2,566	)		(1,368	)		—			—			—			(315	)
Operating income		63,760			55,766			47,245			44,405			32,941			18,069			11,039
Interest expense, net (2)		(5,450	)		(4,933	)		(5,082	)		(1,177	)		206			(2,803	)		(1,173	)
Income before provision for foreign income taxes and minority ownership loss		58,310			50,833			42,163			43,228			33,147			15,266			9,866
Provision for foreign income taxes		(321	)		(1,451	)		(442	)		(637	)		(1,133	)		(1,162	)		(112	)
Income before minority ownership loss		57,989			49,382			41,721			42,591			32,014			14,104			9,754
Minority ownership loss (3)		400			1,040			420			—			—			—			291
Net income	$	58,389		$	50,422		$	42,141		$	42,591		$	32,014		$	14,104		$	10,045
Other Financial Data:
Cash flows provided by (used in):
Operating activities (4)	$	33,508		$	81,964		$	73,610		$	51,110		$	65,061		$	19,240		$	12,368
Investing activities		(7,047	)		(9,750	)		(6,295	)		(14,348	)		(4,288	)		(852	)		(3,545	)
Financing activities (5)		(63,067	)		(52,333	)		(56,812	)		(45,475	)		(36,203	)		(22,159	)		(9,753	)
Capital expenditures		7,047			9,750			6,295			14,348			4,288			852			3,545
Ratio of earnings to fixed charges (6)		9.1	x		8.5	x		6.6	x		13.6	x		19.3	x		6.0	x		8.8	x

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	December 31, 2003		March 31, 2004
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	23,423	$	19,646
Total assets		239,257		239,648
Total borrowings		—		495,000

(1) The increase in revenues and operating expenses during fiscal 2001, as compared to fiscal 2000, is primarily attributable to our acquisitions of the gaming ATM portfolios of Bank of America, N.A. and InnoVentry Corporation.

(2) Interest expense, net, includes interest income.

(3) Minority ownership loss represents the portion of the loss from operations of QuikPlay, LLC that is attributable to the 40% ownership interest in QuikPlay, LLC that is not owned by us.

(4) Our cash flows from operating activities depend upon changes in settlement receivables and the timing of payments related to settlement liabilities. As such, our cash flows from operating activities can change substantially based upon the timing of our settlement liability payments. We calculate our net cash position as cash and cash equivalents plus settlement receivables less settlement liabilities. As a result, the following table reflects our relatively constant net cash position.

	December 31,									March 31,
	2003			2002			2001			2004
	(dollars in thousands)
Cash and cash equivalents	$	23,423		$	57,584		$	37,500		$	19,646
Settlement receivables		15,937			20,828			33,378			11,093
Settlement liabilities		(17,624	)		(56,962	)		(47,859	)		(10,060	)
Net cash position	$	21,736		$	21,450		$	23,019		$	20,679

(5) Financing activities primarily reflect distributions to our owners.

(6) For purposes of calculating the ratio of earnings to fixed charges, (i) earnings is defined as income before minority ownership loss plus fixed charges, and (ii) fixed charges is defined as interest expense (including capitalized interest and amortization of debt issuance costs) and the estimated portion (1/3) of operating lease expense deemed by management to represent the interest component of rent expense.

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RISK FACTORS

Our business faces significant risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer, our ability to make payments under the notes could be impaired and the market value of the notes could decline. As used herein, the term “notes” means both the old notes and the exchange notes, unless otherwise indicated.

Risk Factors Related to Our Business

Competition in the market for cash access products and services is intense, and if we are unable to compete effectively, we could face price reductions and decreased demand for our services.

Some of our current and potential competitors have a number of significant advantages over us, including:

• commission structures that are more beneficial to gaming establishments than ours;

• longer operating histories;

• pre-existing relationships with potential customers; and

• significantly greater financial, marketing and other resources, which allow them to respond more quickly to new or changing opportunities.

In addition, some of our potential competitors have greater name recognition and marketing power.

Furthermore, some of our current competitors have established, and in the future potential competitors may establish, cooperative relationships with each other or with third parties or adopt aggressive pricing policies to gain market share.

As a result of the intense competition in this industry, we could encounter significant pricing pressures and lose customers. These pricing pressures could result in significantly lower average service charges for our cash access services or higher commissions payable to gaming establishments. We may not be able to offset the effects of any service charge reductions with an increase in the number of customers, cost reductions or otherwise. In addition, the gaming industry is always subject to market consolidation, which could result in increased pricing pressure and additional competition. We believe that the breadth of our offerings, our differentiating technology and the ease of use of our services allow us to provide greater overall value to our customers and therefore to command higher prices for our cash access services than other providers without making our pricing uncompetitive. To the extent that competitive pressures in the future force us to reduce our pricing to establish or maintain relationships with gaming establishments, our revenues could decline.

First Data Corporation’s resources and its familiarity with our business and the markets that we serve may help it compete with us, and such competition may have a material adverse effect on our business, results of operations and financial condition.

From our inception and up until the closing of the recapitalization, First Data Corporation indirectly held an ownership interest in us. As a result, First Data Corporation has had detailed access to and knowledge of our operations, including but not limited to our technology, our strategy, our results of operations, our marketing plan and our pricing practices. First Data Corporation also has greater financial resources than us. We continue to have contractual business relationships with affiliates of First Data Corporation following the consummation of the recapitalization of our membership. The definitive agreement that effected our recapitalization contains a covenant by First Data Corporation, on behalf of itself and affiliates under its control, not to compete with us during the three-year period following the consummation of the recapitalization. This covenant not to compete is subject to limited qualifications and exceptions that permit First Data Corporation to, among other things: (i) own up to 5% of any publicly-traded corporation that competes with us, (ii) acquire a business that competes with us

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and continue the operation of such business for a specified period of time, (iii) provide competitive services in areas of gaming establishments outside of the areas where minors are prohibited from entering, (iv) provide gaming patron credit bureau services, and (v) provide certain back-end processing services, such as authorization, capture, submission to interchange, settlement, chargeback, clearing, reporting or customer support services. Upon the expiration of this covenant not to compete, First Data Corporation or affiliates under its control may compete with us.

The cash access industry is subject to change, and we must keep pace with the changes to successfully compete.

The demand for our products and services is affected by changing technology, evolving industry standards and the introduction of new products and services. Cash access services are based on existing financial services and payment methods, which are also continually evolving. Our future success will depend, in part, upon our ability to successfully develop and introduce new cash access services based on emerging financial services and payment methods, which may, for example, be based on stored value cards, Internet-based payment methods or the use of portable consumer devices such as personal digital assistants and cellular telephones, and to enhance our existing products and services on a timely basis to respond to changes in patron preferences and industry standards. We cannot be sure that the products, services or technologies that we choose to develop will achieve market acceptance or obtain any necessary regulatory approval or that products, services or technologies that we choose not to develop will not threaten our market position. If we are unable, for technological or other reasons, to develop new products or services, enhance or sell existing products or services in a timely and cost-effective manner in response to technological or market changes, our business, financial condition and results of operations may be materially adversely affected.

If we are unable to protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights.

We utilize technology in operating our business, and our success depends on developing and protecting our intellectual property. We rely on copyright, patent, trademark and trade secret laws, as well as the terms of license agreements with third parties, to protect our intellectual property. We also rely on other confidentiality and contractual agreements and arrangements with our employees, affiliates, business partners and customers to establish and protect our intellectual property and similar proprietary rights. We do not hold any issued patents, but we have three patent applications pending. At the same time, our products may not be patentable in their entirety or at all. For example, although we currently have three inventions that are the subject of patent applications pending in the United States Patent and Trademark Office, we can provide no assurance that these applications will become issued patents. If they do not become issued patents, our competitors would not be prevented from using these inventions.

We also license various technology and intellectual property rights from third parties as an exclusive licensee in the gaming industry, such as our 10-year license to use the “3-in-1 rollover” feature from USA Payments, which is under common control with M&C International, and our license for at least 10 years to certain portions of the software infrastructure upon which our systems operate from Infonox on the Web, which is under common control with M&C International. The licenses expire in 2014. We rely heavily on the maintenance and protection of these technology and intellectual property rights. If our licensors or business partners fail to protect their intellectual property rights in material that we license, the value of our licenses may diminish significantly. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. In addition, we may not be able to deter current and former employees, consultants, and other parties from breaching confidentiality agreements and misappropriating proprietary information. If we are unable to adequately protect our technology or our exclusively licensed rights, or if we are unable to continue to obtain or maintain licenses for technology from third parties including in particular from USA Payments and Infonox on the Web, it could have a material adverse effect on the value of our intellectual property, similar proprietary rights, our reputation, or our results of operations.

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In the future, we may have to rely on litigation to enforce our intellectual property rights and contractual rights. In addition, although we do not believe that our products or services infringe upon the intellectual property rights of third parties, we may face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. If litigation that we initiate is unsuccessful, we may not be able to protect the value of some of our intellectual property. In the event a claim of infringement against us is successful, we may be required to pay royalties or license fees to continue to use technology or other intellectual property rights that we had been using or we may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to us and diversions of our resources. Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products and services may infringe on the intellectual property rights of third parties and our intellectual property rights may not have the value we believe them to have.

We have formed relationships with and rely heavily on the services and technology of a number of third-party and affiliated companies and consultants to operate our systems and ensure the integrity of our technology. Although we do not anticipate severing relations with any of these parties, any of these providers may cease providing these services or technology in an efficient, cost-effective manner, or altogether, or be unable to adequately expand their services to meet our needs. In the event of an interruption in, or the cessation of, services or technology by an existing third-party or affiliated provider, we may not be able to make alternative arrangements for the supply of the services or technology that are critical to the operation of our business and this could have a material adverse effect on our business.

Our products and services are complex, depend on a myriad of complex networks and technologies and may be subject to software or hardware errors or failures that could lead to an increase in our costs, reduce our net revenues or damage our reputation.

Our products and services, and the networks and third-party services upon which our products and services are based, are complex and may contain undetected errors or may suffer unexpected failures. The computer networks that we rely upon in providing our products and services are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays, loss of data, public release of confidential data or the inability to complete patron transactions. The occurrence of these errors or failures, disruptions or unauthorized access could adversely affect our sales to customers, diminish the use of our cash access products and services by patrons, cause us to incur significant repair costs, result in our liability, divert the attention of our development personnel from product development efforts, and cause us to lose credibility with current or prospective customers or patrons.

Because of our dependence on a few providers, or in some cases one provider, for some of the financial services we offer to patrons, the loss of a provider could have a material adverse effect on our business or our financial performance.

We depend on a few providers, or in some cases one provider, for some of the financial services that we offer to patrons. For example, we exclusively use the TeleCheck check verification, processing and guarantee service of TeleCheck for our check cashing services. We also exclusively use Integrated Payment Systems, Inc. to issue negotiable instruments to complete certain cash access transactions. We also exclusively use USA Payments and USA Payment Systems to obtain authorizations for credit card cash advances, POS debit transactions and ATM withdrawal transactions under a 10-year contract. USA Payments is under common control with M&C International and USA Payment Systems is 50% owned by the principals of M&C International. In addition, we depend on Bank of America Merchant Services, formerly known as BA Merchant Services, Inc. for sponsorship into the Visa U.S.A. and MasterCard International associations. We depend on Bank of America, N.A. to supply cash for our ATMs. We depend on Western Union Financial Services, Inc. for money transfers. We have shorter-term (in some cases as short as one year) contracts with TeleCheck, Bank of America Merchant Services and Western Union Financial Services, Inc. that provide us with certain rights to continue our business relationships for specified terms, subject to certain early termination rights in the event of a

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breach. Some of these contracts are also terminable by the third party after the occurrence of specified events of default described in the contract. We also rely heavily on Infonox on the Web for the research, design, development, testing, deployment, operation, monitoring and support of our systems and the software that runs our systems. We have a 10-year contract with Infonox on the Web, which is under common control with M&C International. This contract expires in 2014. We could replace any of these providers with an alternate provider of similar services, but doing so could be materially disruptive to our operations, and there can be no assurance that we would be able to enter into contracts or arrangements with alternate providers on terms and conditions as beneficial to us as contracts or arrangements with our current providers or at all. A change in our business relationships with any of these third-party providers or the loss of their services or failed execution on their part could adversely affect our business, financial condition and results of operation.

We may experience difficulties in transitioning our supply of cash for our ATMs and ACMs.

We recently transitioned our supply of cash for our ATMs and ACMs from Wells Fargo Bank, N.A. to Bank of America, N.A. The transition of our supply of currency has involved discontinuing operational procedures that we had previously developed and refined with Wells Fargo Bank, N.A. and establishing new operational procedures with Bank of America, N.A. We may also have to modify other existing operational procedures in order to accommodate the requirements of our new supplier of currency. If, in the course of this transition, we are unable to establish operational procedures that allow us to access our new supply of currency as readily as our former supply of currency, if we are required to modify our other operational procedures, or if we experience unanticipated difficulties, we may suffer a disruption in our ATM and ACM or other operations.

The loss of our sponsorship by Bank of America Merchant Services into the Visa U.S.A. and MasterCard International card associations could have a material adverse effect on our business.

We cannot provide cash access services involving Visa cards and MasterCard cards without sponsorship into the Visa U.S.A. and MasterCard International card associations. Our sponsorship into these card associations by Bank of America Merchant Services is conditioned upon First Data Corporation’s continued indemnification of Bank of America Merchant Services for any losses it may suffer as a result of such sponsorship. Bank of America Merchant Services has never made a claim under this indemnity. First Data Corporation will have the right to terminate its indemnification obligations, and therefore our sponsorship into the card associations, in the event that we breach certain indemnification obligations that we owe to First Data Corporation, in the event that we incur chargebacks in excess of certain levels, in the event that we are fined in excess of certain amounts for violating card association operating rules, or in the event that we amend the sponsorship agreement without First Data Corporation’s consent.

In the event that First Data Corporation terminates its indemnification obligations and as a result we lose our sponsorship into the card associations, we would need to obtain sponsorship into the card associations through another member of the card associations that is capable of supporting our transaction volume. We do not believe that we would be able to obtain such alternate sponsorship on terms as favorable to us as the terms of our current sponsorship by Bank of America Merchant Services. We cannot assure you that we would be able to obtain alternate sponsorship at all. Our inability to obtain alternate sponsorship on favorable terms or at all would have a material adverse effect on our business, financial condition and results of operations.

Because of our dependence on certain customers, the loss of a top customer could have a material adverse effect on our revenues and profitability.

For the quarter ended March 31, 2004, our five largest customers, which accounted for approximately 36.6% of our cash advance and ATM revenues, were: Harrah’s Entertainment, Inc., Caesars Entertainment, Inc., Mandalay Resort Group, Station Casinos, Inc. and Foxwoods Resort Casino. For the quarter ended March 31, 2004, cash advance and ATM revenues attributable to Harrah’s Entertainment, Inc. were approximately 12.1% of our cash advance and ATM revenues. We believe that revenues attributable to these customers will continue to be a substantial percentage of our revenues throughout 2004. The loss or financial hardship experienced by, or a

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substantial decrease in revenues from, any one of our top customers could have a material adverse effect on our business, financial condition and results of operations. Consolidation among operators of gaming establishments, such as the proposed acquisition of the Mandalay Resort Group by MGM Mirage, may also result in the loss of a top customer to the extent that customers of ours are acquired by our competitors’ customers. In addition, our contracts are generally exclusive contracts with three to five year terms. Any failure to renew our significant contracts, or a large number of our contracts, could have a material adverse effect on our business, financial condition and results of operations.

Economic downturns, a decline in the popularity of gaming or changes in the demographic profile of gaming patrons could reduce the number of patrons that use our services or the amounts of cash that they access using our services.

The strength and profitability of our business depends on consumer demand for gaming. During periods of economic contraction, our revenues may decrease while some of our costs remain fixed, resulting in decreased earnings. This is because the gaming activities in connection with which we provide our cash access services are discretionary leisure activity expenditures and participation in leisure activities may decline during economic downturns because consumers have less disposable income. Even an uncertain economic outlook may adversely affect consumer spending in gaming operations, as consumers spend less in anticipation of a potential economic downturn. Reductions in tourism could also have a material adverse effect on our business, financial condition and results of operations.

Changes in consumer preferences or discretionary consumer spending could harm our business. Gaming competes with other leisure activities as a form of consumer entertainment, and may lose relative popularity as new leisure activities arise or as other existing leisure activities become more popular. The popularity of gaming is also influenced by the social acceptance of gaming, which is dictated by prevailing social mores. To the extent that the popularity of gaming declines as a result of either of these factors, the demand for our cash access services may decline and our business may be harmed.

Aside from the general popularity of gaming, the demographic profile of gaming patrons changes over time. The gaming habits and use of cash access services varies with the demographic profile of gaming patrons. To the extent that the demographic profile of gaming patrons either narrows or migrates towards patrons who use cash access services less frequently or for lesser amounts of cash, the demand for our cash access services may decline and our business may be harmed.

An unexpectedly high level of chargebacks could adversely affect our business.

When patrons use our cash access services, we either dispense cash or produce a negotiable instrument that can be endorsed and exchanged for cash. If a completed cash access transaction is subsequently disputed by a cardholder or accountholder and if we are unsuccessful in establishing the validity of the transaction, the transaction becomes a chargeback and we may not be able to collect payment for such transaction. We are always subject to the risk of chargebacks, which we manage by employing detailed transaction completion procedures designed to detect and prevent fraudulent transactions. During the years ending December 31, 2003, 2002 and 2001, our chargeback expenses represented approximately 0.008%, 0.049% and (0.089)%, respectively, of our total revenues during such years. If, in the future, we incur an unexpectedly high level of chargebacks, we may suffer a material adverse effect to our business, financial condition or results of operation.

Following the recapitalization of our ownership, we must make alternate arrangements to receive certain services that we have historically received from First Data Corporation.

We have historically obtained certain services from or through First Data Corporation or its affiliates as a result of its indirect ownership interest in us. For example, as a majority-owned subsidiary of First Data Corporation, we received tax and regulatory compliance services and procured insurance coverage and telecommunications services through First Data Corporation’s enterprise-wide procurement arrangements. For these services we incurred expenses of $0.2 million during fiscal 2003. As a result of the recapitalization of our ownership, we must perform these services ourselves or make alternate arrangements to receive these services

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from third parties. We cannot assure you that we will be able to provide these services ourselves or procure them from third parties on terms as favorable as those upon which we received them from First Data Corporation and its affiliates. In addition, we may lose certain other benefits of being associated with a large, well-known, publicly-traded company.

We are subject to extensive rules and regulations of MasterCard International and Visa U.S.A., which may harm our business.

A significant portion of our cash access services are processed as transactions subject to the extensive rules and regulations of the two leading card associations, MasterCard International and Visa U.S.A. From time to time, we receive correspondence from the card associations regarding our compliance with their rules and regulations. In the ordinary course of our business, we engage in discussions with our sponsoring bank and/or the card associations regarding our compliance with their rules and regulations. The rules and regulations do not expressly address some of the contexts and settings in which we process cash access transactions, or do so in a manner subject to varying interpretations. The card associations modify their rules and regulations from time to time. In the event that the card associations or our sponsoring bank determine that the manner in which we process certain card transactions is not in compliance with existing rules and regulations, or if the card associations adopt new rules or regulations that prohibit or restrict the manner in which we process certain card transactions, we may be forced to modify the manner in which we operate which may increase our costs, or cease processing certain types of cash access transactions altogether.

Changes in interchange rates may affect our costs of revenues.

We pay credit card associations interchange fees for services they provide in settling transactions routed through their networks. In addition, we pay fees to participate in various ATM or debit networks. The amounts of these interchange fees are fixed by the card associations and networks in their sole discretion, and are subject to increase in their discretion from time to time. Visa U.S.A. increased certain interchange fees in February 2004 and MasterCard International increased certain interchange fees in April 2004. Visa U.S.A.’s Interlink network, through which we processes approximately 30% of the dollar volume of our PIN-based debit transactions, recently increased the interchange rates applicable to our PIN-based debit transactions by an amount that will effectively increase our interchange expenses for PIN-based debit transactions processed through Interlink by a factor of ten times. Many of our contracts enable us to pass through to our customers the amount of any increase in interchange or processing fees, but competitive pressures might prevent us from doing so. To the extent that we are unable to pass through to our customers the amount of any increase in interchange or processing fees, our costs of revenues would increase and our net income would decrease, assuming no change in transaction volumes. Any such decrease in net income could have a material adverse effect on our financial condition and results of operations.

We are subject to extensive governmental gaming regulation, which may harm our business.

We are subject to a variety of regulations in the jurisdictions in which we operate. Regulatory authorities at the federal, state and local levels have broad powers with respect to the licensing of gaming-related activities and may revoke, suspend, condition or limit our licenses, impose substantial fines and take other actions, any one of which could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that any new gaming license or related approval that may be required in the future will be granted, or that our existing licenses will not be revoked, suspended or limited or will be renewed. If additional gaming-related regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a material adverse effect on our business. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company. Legislation of this type may be enacted in the future.

Members of our management team and the beneficial owners of equity interests in our company must also be approved by certain state regulatory authorities. If state regulatory authorities were to find a person occupying

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any such position unsuitable, we would be required to sever our relationship with that person. Certain public issuances of securities and certain other transactions by us also require the approval of certain regulatory authorities.

In addition, certain new products and services that we may develop cannot be offered in the absence of regulatory approval of the product or licensing of us, or both. For example, the QuikPlay cashless gaming product has to date only been approved for use at one casino and cannot be used at any other location until we receive approval from the appropriate authority in such additional location. These approvals could require that we and our officers, directors or ultimate beneficial owners obtain a license or be found suitable and that the product be approved after testing and review. We cannot assure you that we will obtain any such approvals in the future.

In most jurisdictions in which we do business, we must obtain a non-gaming supplier’s or vendor’s license, qualification or approval. The obtaining of these licenses, qualifications or approvals and the regulations imposed on non-gaming suppliers and vendors are typically less stringent than for gaming-related suppliers and vendors. In some jurisdictions in which we do business, we must obtain a gaming-related supplier’s or vendor’s license, qualification or approval. If we must obtain a gaming-related supplier’s or vendor’s license, qualification or approval because of the introduction of new products (such as products related to cashless gaming) or because of a change in the laws or regulations, or interpretation thereof, our business could be materially adversely affected. This increased regulation over our business could include, but is not limited to: requiring the licensure or finding of suitability of any equity owner, officer, director or key employee of the company; the termination or disassociation with any equity owner, officer, director or key employee that fails to file an application or to obtain a license or finding of suitability; the submission of detailed financial and operating reports; submission of reports of material loans, leases and financing; and, requiring regulatory approval of certain commercial transactions such as the transfer or pledge of equity interests in the company.

Many of the financial services that we provide are subject to extensive rules and regulations, which may harm our business.

Some of our Central Credit services are subject to the Fair Credit Reporting Act. Our QuikCredit service and our collection practices in connection with checks with respect to which we issue authorizations, using the TeleCheck check verification service or otherwise, are subject to the Fair Debt Collections Practices Act. All of our cash access services and customer relationship marketing products and services are subject to the privacy provisions of state and federal law, including the Gramm-Leach-Bliley Act. Our POS debit card transactions and ATM withdrawal services are subject to the Electronic Fund Transfer Act. Our ATM services are subject to the applicable state banking regulations in each jurisdiction in which we operate ATMs. The cash access services we provide are subject to certain recordkeeping and reporting obligations under the Bank Secrecy Act. In jurisdictions in which we serve as a check casher or offer our QuikCredit service, we are subject to the applicable state licensing requirements and regulations governing check cashing activities and deferred deposit service providers.

In the event that any regulatory authority determines that the manner in which we provide certain cash access services, customer relationship marketing products and services or gaming patron credit bureau services is not in compliance with existing rules and regulations, or the regulatory authorities adopt new rules or regulations that prohibit or restrict the manner in which we provide cash access services, customer relationship marketing products and services or gaming patron credit bureau services, we may be forced to modify the manner in which we operate, or cease processing certain types of cash access transactions or providing customer relationship marketing or gaming patron credit bureau services altogether or pay substantial penalties and fines. In addition, we could be subject to private litigation as a result of these circumstances. Any such actions could have a material adverse effect on our business, financial condition and results of operations.

If consumer privacy laws change, or if we are required to change our business practices, the value of our customer relationship marketing products and services may be hampered.

Our customer relationship marketing products and services depend on our ability to collect and use certain non-public personal information relating to patrons who use our products and services and the transactions they

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consummate using our products and services. We are required by applicable privacy legislation to safeguard and protect the privacy of such information, to make certain disclosures to patrons regarding our privacy and information sharing policies and, in some cases, to provide patrons an opportunity to “opt out” of the use of their information for certain purposes. We cannot assure you that regulators reviewing our policies and practices would not require us to modify our practices in a material or immaterial manner or impose fines or other penalties if they believe that our policies and practices do not meet the necessary standard. To the extent that our customer relationship marketing products and services have in the past failed or now or in the future fail to comply with applicable law, our privacy policies or the notices that we provide to patrons, we may become subject to actions by a regulatory authority or patrons which cause us to pay monetary penalties or require us to modify the manner in which we provide customer relationship marketing services, Historically, the vast majority of patrons do not exercise their right to “opt out.” To the extent that patrons exercise this right, our ability to leverage existing and future databases of information would be curtailed. Consumer and data privacy laws are evolving, and to the extent that such laws are broadened in their application or narrow the types of information that may be collected or used for marketing or certain other purposes or require patrons to “opt-in” to the use of their information for certain purposes, the value of our customer relationship marketing products and services may be hampered.

Our joint development activities may result in products that are not commercially successful or that are not available in a timely fashion.

We have engaged in joint development projects with third parties in the past and we expect to continue doing so in the future. Joint development can magnify several risks for us, including the loss of control over development of aspects of the jointly developed products and over the timing of product availability. Accordingly, we face increased risk that joint development activities will result in products that are not commercially successful or that are not available in a timely fashion.

For example, we are developing cashless gaming products through our joint venture with International Game Technology, or IGT, via QuikPlay, LLC. We are also jointly developing with NRT a self-service redemption kiosk that incorporates certain of our cash access products and services. We are also negotiating an alliance with the manufacturer of self-service cash handling machines to incorporate certain of our cash access products and services into such machines. These activities have risks resulting from unproven combinations of disparate products and services, reduced flexibility in making design changes in response to market changes and in reduced control over product completion schedules. In addition, if the QuikPlay, LLC products are unsuccessful, we could lose our entire investment in QuikPlay, LLC.

In addition to joint development activities, from time to time we consider acquiring additional technologies, products and intellectual property. We periodically enter into discussions with third parties regarding such potential acquisitions. We cannot assure you that we will enter into any such acquisition agreements in the near future or at all. We have no present understanding or agreements with respect to any acquisitions.

We may not be able to sustain the benefit of our recent cost reduction initiatives and we may incur offsetting cost increases in the future.

In 2003, as we continued to grow our revenues and net income, we began to further analyze our cost structure. As part of this analysis, we realized that our critical mass created significant opportunities for us to renegotiate certain contracts with our vendors. The two key areas for improvement were with our ATM maintenance and service agreement and our agreement to market the TeleCheck check verification, processing and guarantee service. In 2003, we entered into new ATM maintenance and service agreements, which have more favorable terms than our prior ATM maintenance and service agreement. We also renegotiated our TeleCheck marketing agreement to reduce the attributable operating expenses, as a percentage of our TeleCheck revenues, that we are required to pay to TeleCheck Services, Inc. Our new contract with TeleCheck Services, Inc. is on more favorable terms and we believe more properly reflects the ongoing costs necessary to operate this

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business in the gaming industry. In addition, we also reduced our overhead through headcount reduction and renegotiated, or benefited from industry-wide changes in, various contracts related to interchange, reverse interchange and transaction processing costs.

We have realized a number of benefits from these recent cost reduction initiatives. We may not be able to sustain the benefit of some or all of these cost reduction initiatives in the future. For example, upon the expiration of our right to market the TeleCheck check verification, processing and guarantee service, if we are unable to obtain the right to market alternate services under terms as favorable to us as those under which we market the TeleCheck check verification, processing and guarantee service, we may lose the benefit of the cost reduction we have realized by our recent renegotiation of the agreement pursuant to which we market the TeleCheck check verification, processing and guarantee service.

In addition, we may incur cost increases in the future that offset some or all of the benefit of our recent cost reduction initiatives. For example, if we need to hire additional accounting and financial staff to comply with the Securities Exchange Act of 1934, as amended, or the Securities Exchange Act, and the Sarbanes-Oxley Act, we may lose all or a portion of the benefit of the cost reduction we have realized by reducing our headcount. We may also incur offsetting cost increases unrelated to our cost reduction initiatives. For example, we may incur additional costs if the card associations increase the interchange fees for services they provide in settling transactions routed through their networks. This fee increase may offset all or a portion of the benefit of our recent cost reduction initiatives. In addition, in connection with the consummation of the offering of the old notes, we incurred the additional expense of obtaining liability insurance for our officers and directors.

The requirements of being a reporting company under the Securities Exchange Act of 1934 may strain our resources and distract management.

Pursuant to a registration rights agreement which we and the guarantors entered with the initial purchaser of the old notes, we will have filed an exchange offer registration statement with the SEC and have become subject to the reporting requirements of the Securities Exchange Act and the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Securities Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We currently do not have an internal audit group. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business. In addition, we may need to hire additional accounting and financial staff with appropriate reporting company experience and technical accounting knowledge and we cannot assure you that we will be able to do so in a timely fashion. The costs associated with complying with the Securities Exchange Act and the Sarbanes-Oxley Act could be material.

We depend on our key personnel.

We are highly dependent on the involvement of Kirk Sanford, our President and Chief Executive Officer, and other members of our senior management team. None of our executive officers have employment agreements with us. The loss of Mr. Sanford or other members of our senior management team would have a material adverse effect on our business. In May 2004, the employment of our former Chief Financial Officer terminated and the employment of our former Chief Operating Officer terminated. We have not yet filled the vacancies created by these terminations. If we are unable to fill these vacancies with qualified replacements, our business, financial condition and results of operations could be materially adversely affected.

Our success depends to a significant degree upon the performance and continued service of key managers involved in the development and marketing of our products and services to gaming establishments. Our future success depends upon our ability to attract, train and retain such personnel. We may need to increase the number

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of key managers as we further develop our products and services and as we penetrate other geographic markets. Our ability to enter into contracts with gaming establishments depends in large part on the relationships that our key managers have formed with management-level personnel of gaming establishments. Competition for individuals with such relationships is intense, and we cannot be certain that we will be successful in recruiting and retaining such personnel. In addition, employees may leave our company and subsequently compete with us. Our sales efforts are particularly hampered by the defection of personnel with long-standing relationships with management-level personnel of gaming establishments. Our employees do not sign non-compete agreements. If we are unable to attract or retain key managerial personnel, our business, financial condition and results of operations could be materially adversely affected.

Our international operations expose us to additional political, economic and regulatory risks not faced by businesses that operate only in the United States.

We derived 3.5% of our cash advance and ATM revenues from our operations in Canada, the United Kingdom and the Caribbean for the year ended December 31, 2003 and for the quarter ended March 31, 2004. A part of our strategy is to expand into foreign markets, including markets in which we have not previously operated. We are not completely familiar with the legal and regulatory regimes of our target foreign markets and their ramifications on our business. Our international operations will be subject to unexpected changes in regulatory requirements, trade barriers, difficulties in staffing and managing foreign operations, fluctuations in currency exchange rates, difficulty in enforcing contracts, political and economic instability, seasonal reductions in gaming activity in certain other parts of the world and potentially adverse tax consequences. These risks, among others, could materially adversely affect our business, financial condition and results of operations.

M&C International owns a significant ownership interest in GCA Holdings, Inc. and us and may significantly influence our affairs.

Upon the consummation of the private equity restructuring, M&C International owns approximately 40% of the equity interests in GCA Holdings, Inc. and, indirectly, in us. As a result, M&C International has the ability to significantly influence our affairs, including the designation of members of the Board of Directors of GCA Holdings, Inc. and us and, except as otherwise provided by law or by the Certificate of Incorporation of GCA Holdings, Inc., approving or disapproving other matters submitted to a vote of GCA Holdings, Inc.’s stockholders or our sole stockholder, including a merger, consolidation or sale of assets. Circumstances may occur in which the interests of M&C International could be in conflict with the holders of the notes.

In addition, we depend on certain services provided by entities affiliated with M&C International to provide many of the financial services that we offer to patrons, which further enhances M&C International’s ability to significantly influence our affairs. We rely exclusively on the use of USA Payments, which is under common control with M&C International, and USA Payment Systems, 50% of which is owned by the principals of M&C International, to obtain authorizations for credit card cash advances, POS debit card and ATM cash withdrawal transactions. We have a 10-year payment processing contract with USA Payments and USA Payment Systems, but any loss of those services could adversely impact our financial performance. We also have a 10-year license for USA Payments’ patented “3-in-1 rollover” feature and the loss of this license or the loss of the patent by USA Payments could materially adversely affect our revenues and profitability. In addition, we depend on Infonox on the Web, which is under common control with M&C International, for the research, design, development, testing, deployment, operation, monitoring and support of our systems and the software that runs our systems. We have a 10-year contract with Infonox on the Web for the provision of implementation, hosting, operation, maintenance and support of the majority of our systems and a separate, but related license with Infonox on the Web for computer software that runs our systems, but any loss of its services and the licensed software could materially adversely affect our revenues and profitability. These contracts and licenses expire in 2014. During fiscal 2003, we incurred costs and expenses from USA Payments and Infonox on the Web of an aggregate of $8.6 million for these and other services. M&C International also owns Casino Credit Services, LLC, which provides gaming patron credit bureau database services to gaming establishments in Michigan. M&C International granted options to acquire ownership interests in Casino Credit Services, LLC to BankAmerica Corporation and the private equity investors in connection with the recapitalization and private equity restructuring, respectively.

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Risk Factors Related to the Exchange Notes

Our substantial indebtedness could materially adversely affect our operations and financial results and prevent us from fulfilling our obligations under the exchange notes or obtaining additional financing, if necessary.

We have a significant amount of indebtedness. On March 31, 2004, after giving effect to the offering of the old notes and borrowings under our senior secured credit facilities and the use of proceeds therefrom, we had total indebtedness of $495.0 million (of which $235.0 million consisted of the old notes and $260.0 million consisted of senior secured debt). Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the exchange notes offered hereby;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, along with the financial and other restrictive covenants in our other indebtedness, among other things, our ability to borrow additional funds. Failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a significant adverse effect on us.

In addition, the indenture and our senior secured credit facilities will contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. These restrictions include, among other things, limits on our ability to make investments, loans or guarantees, make distributions to our members, incur debt, sell assets, enter sale and leaseback transactions or merge with another entity. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

We and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, all of which indebtedness may be senior to the exchange notes. The terms of the indenture do not fully prohibit us or our subsidiaries from doing so. Our senior secured credit facilities permit additional borrowing after completion of the exchange offer of up to $14.0 million (after $6.0 million has been set aside for letters of credit), and this additional borrowing would be senior to the exchange notes and the guarantees of our subsidiary guarantors. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including these exchange notes, and to fund planned capital expenditures and expansion efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

It is possible that our business will not generate sufficient cash flow from operations, or that future borrowings will not be available to us under our senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including these exchange notes, as it matures and to fund our other liquidity needs. In

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such event, we will need to refinance all or a portion of our indebtedness, including these exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facilities and these exchange notes, on commercially reasonable terms or at all. We could have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, restructuring debt or obtaining additional equity or debt financing or joint venture partners. There can be no assurance that any of these financing strategies could be effected on satisfactory terms, if at all. Our failure to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms would have a material adverse effect on our business and our ability to satisfy our obligations with respect to the exchange notes.

Management believes that borrowings available under our senior secured credit facilities and operating cash flows will be adequate to meet our anticipated future requirements for working capital, capital expenditures and scheduled interest payments on the exchange notes and under our senior secured credit facilities through at least the next twelve months. Although no additional financing is currently contemplated, we will seek, if necessary and to the extent permitted under the indenture governing the exchange notes and the terms of the senior secured credit facilities, additional financing through bank borrowings or debt or equity financings. We cannot assure you that additional financing, if needed, will be available to us, or that, if available, the financing will be on terms favorable to us. We also cannot assure you that our estimates of our reasonably anticipated liquidity needs are accurate or that new business developments or other unforeseen events will not occur, resulting in the need to raise additional funds.

Your right to receive payments on these exchange notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of these exchange notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.

These exchange notes and the subsidiary guarantees rank behind all of our and the subsidiary guarantors’ existing indebtedness and all of our and their future borrowings, except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the exchange notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to these exchange notes or the subsidiary guarantees.

In addition, all payments on the exchange notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt. See “Description of Exchange Notes—Subordination” for more information concerning the subordination of these exchange notes.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the exchange notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our senior debt. However, because the indenture requires that amounts otherwise payable to holders of the exchange notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the exchange notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors and holders of exchange notes may receive less, ratably, than the holders of our senior debt.

As of March 31, 2004, the old notes and the subsidiary guarantees were subordinated to $260.0 million of senior debt (excluding letters of credit for $6.0 million) and $14.0 million was available for borrowing as additional senior debt under our senior secured credit facilities.

In addition, we will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture.

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The exchange notes are not secured by any of our assets and any secured creditors, including lenders under our senior secured credit facilities, would have a prior claim on any assets securing our obligations to them.

The exchange notes are not secured by any of our assets. Our senior secured credit facilities are secured by substantially all of our assets and the assets of our subsidiaries which are guarantors thereunder, including a pledge of all of the capital stock and equity interests that we own in our subsidiaries. Subject to some limitations, the terms of the indenture governing the notes and our senior secured credit facilities permit us to incur additional secured debt. If we become insolvent or are liquidated, or if payments under any of the agreements governing our secured debt are accelerated, the lenders under our secured debt agreements will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the agreements governing the secured debt, including the ability to foreclose on and sell the collateral securing the indebtedness in order to satisfy the indebtedness. In that case, we may not have sufficient assets to repay the exchange notes.

Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

The exchange notes will be effectively subordinated to indebtedness of any of our subsidiaries that do not guarantee the exchange notes. Certain of our subsidiaries will not guarantee the exchange notes. In particular, the joint venture entity which is developing the QuikPlay product and the Canadian subsidiary that conducts our Canadian operations will not guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Assuming we had completed the offering of the old notes and borrowings under our senior secured credit facilities on December 31, 2003, these exchange notes would have been effectively junior to $6.5 million of intercompany and related party liabilities of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated $4.6 million, or 1.3%, of our total revenues in fiscal 2003 and $0.7 million of our total net income in fiscal 2003.

Future subsidiaries may not be required to guarantee the exchange notes. In addition, subsidiaries which are guarantors and any future guarantors may be released from their guarantees in various circumstances as more fully described in “Description of Notes—Guarantees” and “Description of Senior Secured Credit Facilities.”

We may be unable to meet the requirements under the indenture to purchase your exchange notes upon a change of control.

You may require us to purchase all or a portion of your exchange notes upon a change of control at a purchase price equal to 101% of the principal amount of the exchange notes being repurchased plus accrued and unpaid interest to the date of purchase. If a change of control occurs, we might not have enough funds to pay the purchase price for all tendered exchange notes. Our failure to purchase tendered exchange notes would constitute an event of default under the indenture governing the exchange notes, which, in turn, would constitute a default under our senior secured credit facilities. In addition, the terms of our senior secured credit facilities will prohibit us from purchasing any exchange notes until we have repaid all debt outstanding under the senior secured credit facilities. Future credit agreements or other agreements relating to our indebtedness might prohibit the redemption or repurchase of the exchange notes and provide that a change of control constitutes an event of default. If we are required to repurchase exchange notes at a time when we are prohibited from doing so, we could seek the consent of our lenders to purchase the exchange notes or could attempt to refinance this debt. If we do not obtain a consent or refinance this debt, we could not purchase the exchange notes. In such circumstances, the subordination provisions of the indenture would possibly limit or prohibit payments to you. The repurchase requirements may also delay or make it harder for others to obtain control of us. The term “change of control” is limited to certain specified transactions and may not include other events that might harm

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our financial condition. Our obligation to offer to purchase the exchange notes upon a change of control would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

Fraudulent transfer statutes may limit your rights as a note holder.

Federal and state fraudulent transfer laws permit a court, in some instances, to allow us to:

• avoid all or a portion of our obligations to you;

• subordinate our obligations to you to our other existing and future indebtedness, entitling other creditors to be paid in full before any payment is made on the exchange notes; and

• take other action detrimental to you, including invalidating the exchange notes and directing the return of any amounts paid thereunder to us or to a fund for the benefit of our creditors. In that event, we cannot assure you that you would ever be repaid.

Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, at the time the exchange notes were issued, or, in some states, when payments became due thereunder, we:

(1) issued the exchange notes with the intent of hindering, delaying or defrauding current or future creditors; or

(2) received less than fair consideration or reasonably equivalent value for incurring the indebtedness represented by the exchange notes; and

(a) were insolvent or were rendered insolvent by reason of the issuance of the exchange notes;

(b) were engaged, or about to engage, in a business or transaction for which our assets were unreasonably small; or

(c) intended to incur, or believed or should have believed we would incur, debts beyond our ability to pay as such debts mature; or

(d) were a defendant in an action for money damages, or had a judgment for money damages entered against us, if, in either case, after final judgment the judgment was unsatisfied.

Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes. To the extent that proceeds from the sale of the exchange notes are used to redeem membership interests from our members, a court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the debt represented by the exchange notes.

Various jurisdictions define “insolvency” differently. However, we generally would be considered insolvent at the time we issued the exchange notes if (1) our liabilities exceeded our assets, at a fair valuation, or (2) the present salable value of our assets is less than the amount required to pay our total existing debts and liabilities, including the probable liability related to contingent liabilities, as they become absolute or matured. We cannot assure you as to what standard a court would apply to determine whether we were “insolvent” as of the date the exchange notes were issued. Regardless of the method of valuation, a court may determine that we were insolvent on that date or, regardless of whether we were insolvent on the date the exchange notes were issued, that the redemption payments constituted fraudulent transfers on another ground.

In addition, our subsidiary guarantees may also be subject to review under various laws for the protection of creditors. It is possible that creditors of the subsidiary guarantors may challenge the guarantees as a fraudulent transfer or conveyance, applying the analysis set forth above. In addition, the guarantees could also be subject to the claim that, because the guarantees were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor’s obligation under its guarantee, subordinate the guarantee to the

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other indebtedness of a guarantor, direct that holders of the exchange notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the exchange notes. In addition, the liability of each guarantor under the indenture governing the exchange notes will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance or improper corporate distribution, and there can be no assurance as to what standard a court would apply in determining the maximum liability of each guarantor. If a court voids a subsidiary guarantee or holds it unenforceable, you will cease to be a creditor of, and you may be required to return payments received from, that subsidiary guarantor, and you will be a creditor solely of us and the other subsidiary guarantors whose guarantees have not been voided.

On the basis of historical financial information, recent operating history and other factors, we believe that we and each guarantor, after giving effect to the exchange notes and its guarantee of the exchange notes, as the case may be, and our senior secured credit facilities and the guarantors’ guarantee of our senior secured credit facilities will not be insolvent, will not have unreasonably small capital for the business in which we are engaged and will not have incurred debts beyond our ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

If an active trading market does not develop for these exchange notes, you may not be able to resell them.

We are offering the exchange notes to the holders of the old notes. The old notes were sold in March 2004 to a small number of qualified institutional buyers in the United States and to investors outside of the United States under Regulation S and are eligible for trading in the PORTAL^TM Market. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted old notes will be adversely affected. We cannot assure you that this market will provide liquidity for you if you want to sell your old notes. The liquidity of the trading market in these exchange notes, and the market price quoted for these exchange notes, may be adversely affected by:

• changes in the overall market for high yield securities;

• changes in our financial performance or prospects;

• the prospects for companies in our industry generally;

• the number of holders of the exchange notes;

• the interest of securities dealers in making a market for the exchange notes; and

• prevailing interest rates.

As a result, you cannot be sure that an active trading market will develop for the old notes or the exchange notes.

The exchange notes are new securities for which there is currently no market. Although the exchange notes are expected to be eligible for trading in the PORTAL^™ Market, we do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the NASDAQ National Market. We cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices lower than their principal amount or purchase price depending on many factors, including prevailing interest rates and the markets for similar securities. The initial purchasers of the old notes have advised us that they currently intend to make a market with respect to the exchange notes. However, they are not obligated to do so, and any market making activities may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of any shelf registration statement or exchange offer.

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As a note holder you may be required to comply with licensing, qualification or other requirements under gaming laws and could be required to dispose of the exchange notes.

Federal, state and local authorities in several jurisdictions regulate extensively gaming casino operations. The gaming authority of any jurisdiction in which we or any of our subsidiaries conducts or proposes to conduct gaming operations, or services related thereto, may require that a holder of the exchange notes or the beneficial owner of the exchange notes be licensed, qualified or found suitable under applicable gaming laws. Under the indenture, each person that holds or acquires beneficial ownership of any of the exchange notes shall be deemed to have agreed, by accepting such exchange notes, that if any such gaming authority requires such person to be licensed, qualified or found suitable under applicable gaming laws, such holder or beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time period.

If a person required to apply or become licensed or qualified or be found suitable fails to apply within the required time period, is denied the license or qualification or is determined to be unsuitable, the issuers shall have the right, at their election, (1) to require the holder or beneficial owner to dispose of all or a portion of the holder’s or beneficial owner’s exchange notes within 120 days after the holder or beneficial owner receives notice of the finding by the applicable gaming authorities, or any other different time period as may be prescribed by those authorities; or (2) to redeem such exchange notes at a redemption price equal to the lesser of:

• such holder’s or beneficial owner’s cost, plus accrued and unpaid interest and liquidated damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability;

• 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability; or

• such other lesser amount as may be required by any government gaming authority.

There can be no assurance that we will have sufficient funds or otherwise will be able to repurchase any or all of your exchange notes upon a finding of unsuitability. See “Description of Exchange Notes—Special Redemption” for more information concerning the terms upon which the exchange notes may be redeemed.

You must comply with certain restrictions on the exchange offer.

Issuance of exchange notes in exchange for old notes pursuant to the exchange offer will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, including all other documents required by such letter of transmittal. Therefore, holders of old notes desiring to tender such old notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. We and the exchange agent are under no duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange notes. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “The Exchange Offer—Resale of Exchange Notes” and “Plan of Distribution.”

You may suffer certain consequences if you fail to exchange your old notes.

Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted old notes could be adversely affected. See “The Exchange Offer—Consequences of Failure to Exchange.”

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THE RECAPITALIZATION

The transactions summarized below, pursuant to which we became a wholly-owned subsidiary of GCA Holdings, L.L.C., which was subsequently converted into a corporation named GCA Holdings, Inc., and pursuant to which GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation, include the issuance of the old notes and borrowings under our senior secured credit facilities. We refer to these transactions in this prospectus as the recapitalization. While an understanding of the transactions summarized below is important to your understanding of our future cost structure, results of operations, financial position and cash flows, we do not believe that the transactions described below directly impact either the exchange offer or your decision as to whether or not to participate in the exchange offer. In addition, we do not believe that the transactions described below will affect our future corporate structure.

The following is a summary of the material terms of the Restructuring Agreement, dated as of December 10, 2003, as amended January 20, 2004, February 20, 2004, and March 3, 2004, among First Data Corporation, FDFS Holdings, LLC, M&C International, Karim Maskatiya, Robert Cucinotta, GCA Holdings, L.L.C. and us and its ancillary agreements. The primary transactions under the Restructuring Agreement were consummated on March 10, 2004. The following summary is qualified in its entirety by reference to the Restructuring Agreement and/or the ancillary agreements.

The Recapitalization

The Restructuring Agreement provided for the recapitalization of our membership as a limited liability company so that (1) all of the membership units in us owned by FDFS Holdings, LLC and M&C International were contributed to GCA Holdings, L.L.C., (2) M&C International exercised its option to purchase certain membership units in GCA Holdings, L.L.C. from FDFS Holdings, LLC, (3) all of the remaining membership units in GCA Holdings, L.L.C. owned by FDFS Holdings, LLC were redeemed, (4) all of the common shares of CashCall Systems, Inc., the entity through which we provide cash access services to gaming establishments in Canada, held by First Data Financial Services, L.L.C. were either redeemed by CashCall Systems, Inc. or purchased by us, and (5) FDFS Holdings, LLC and First Data Financial Services, L.L.C. received an aggregate amount of $435.6 million. Under the terms of the Restructuring Agreement, we were relieved of our obligation to reimburse FDFS Holdings, LLC for foreign income taxes paid on our behalf in the approximate amount of $1.0 million, which is treated in our financial records as a capital contribution. A receivable payable to us from M&C International in the amount of approximately $3.2 million was canceled and treated in our financial records as a distribution of capital.

On March 10, 2004, immediately prior to the redemption of all of the membership units of GCA Holdings, L.L.C. held by FDFS Holdings, LLC, Bank of America Corporation purchased approximately 5% of the membership units in GCA Holdings, L.L.C. from M&C International for an aggregate purchase price of approximately $20.0 million, GCA Holdings, L.L.C. redeemed certain membership units held by M&C International for an aggregate redemption price of $38.0 million and a $12.1 million seller note payable to Bank of America, N.A. from M&C International was retired.

Upon the consummation of the transaction on March 10, 2004, we became fully-owned by GCA Holdings, L.L.C., and GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation. Upon the consummation of the transaction, neither First Data Corporation nor its affiliates owned any equity interest, or any option, warrant or right to acquire any equity interest in GCA Holdings, L.L.C. or us.

The Transaction

M&C International exercised its previously acquired option to purchase an additional 9% of the outstanding equity interests in GCA Holdings, L.L.C. from FDFS Holdings, LLC in exchange for $27.0 million.

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FDFS Holdings, LLC and GCA Holdings, L.L.C. executed and delivered a Membership Unit Redemption Agreement, pursuant to which FDFS Holdings, LLC assigned and transferred all of its membership units in GCA Holdings, L.L.C. to GCA Holdings, L.L.C. in exchange for $478,566.26 per membership unit.

CashCall Systems, Inc. redeemed a portion, and we purchased the remainder, of the 670 common shares in CashCall Systems, Inc. held by FDFS Holdings, LLC for approximately $11.7 million in the aggregate. M&C International contributed to us all 330 common shares in CashCall Systems, Inc. held by M&C International. CashCall Systems, Inc. became a wholly-owned subsidiary of ours.

FDFS Holdings, LLC transferred all of its interests in Casino Credit Services, LLC to M&C International. Casino Credit Services, LLC is not a subsidiary of ours. Casino Credit Services, LLC is the entity through which an affiliate of First Data Corporation previously provided gaming patron credit bureau database services to gaming establishments in the state of Michigan. These services generated less than $0.1 million of revenue in 2003.

We also amended, restated, executed, and delivered various agreements to which we were a party, including a Sponsorship Indemnification Agreement, a Western Union Financial Services, Inc. Network Agency Agreement, an Integrated Payment Systems, Inc. Money Order Trust Agreement, a CashCall Systems, Inc. and Integrated Payment Systems Canada, Inc. Money Order Trust Agreement and a TeleCheck Marketing Agreement.

A distribution to our members of “Distributable Funds” was made in proportion to the members’ membership units prior to the transactions contemplated by the Restructuring Agreement. The term “Distributable Funds” as defined in our operating agreement at the time means all proceeds received by us during any period, as reduced by funds used during such period to pay all costs and expenses incurred during such period, to discharge our debt or liabilities during such period, and to create or increase during such period such expenses as the Management Committee may determine for the discharge of known existing liabilities.

Significant Provisions and Covenants

The Restructuring Agreement contains broad mutual releases of FDFS Holdings, LLC and its affiliates, M&C International and its affiliates and us and our affiliates. In addition, the Restructuring Agreement contains a covenant by us and our affiliates not to sue First Data Corporation or its affiliates for claims relating to intellectual property developed during the period during which First Data Corporation or its affiliates held a membership interest in us, with the exception of products, ideas, inventions, concepts, discoveries or other items that (1) were disclosed to First Data Corporation subject to restrictions on use or disclosure pursuant to the terms of any confidentiality or nondisclosure agreement, or (2) are covered by certain United States or foreign patents or patent applications.

The Restructuring Agreement also contains a covenant by First Data Corporation not to compete with us until the third anniversary of the consummation of the recapitalization. Pursuant to the Restructuring Agreement, First Data Corporation shall not own, manage, operate, control, participate in, advise or otherwise possess an ownership interest in, or carry on a business engaged in any of the following services to gaming establishments and/or gaming patrons at gaming establishments: credit card cash advance services, debit quasi-cash services effected through an ATM or other delivery service and tied to an account, operations of financial services booths, operation of a cashless gaming system for use in slot machines and similar gaming devices, debit services providing for withdrawals, balance inquiries and similar transactions effected through an ATM or other delivery service and tied to any account, and check verification, processing and guarantee services anywhere in the U.S. or Canada.

In addition, First Data Corporation covenants that it will not induce or attempt to persuade any of our customers to terminate their business relationship with us or enter into a business relationship involving certain

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competitive activities on behalf of any other business organization in competition with us. First Data Corporation also covenants that it will not induce or attempt to persuade any employee, agent or customer of ours to terminate its employment, agency or business relationship in order to enter into such relationship involving certain competitive activities on behalf of any other business organization in competition with us. Furthermore, by the terms of the agreement, First Data Corporation may not circumvent the prohibition by entering into an above-market processing agreement (i.e., a processing agreement on economic terms sufficiently more favorable to First Data Corporation than comparable processing agreements so that the processing agreement is a disguised sale of the portion of the customer’s business covered by such processing agreement) with a person engaged in certain competitive activities.

This covenant not to compete is subject to limited qualifications and exceptions that permit First Data Corporation to, among other things: (i) own up to 5% of any publicly-traded corporation that competes with us, (ii) acquire a business that competes with us and continue the operation of such business for a specified period of time, (iii) provide competitive services in areas of gaming establishments outside of the areas where minors are prohibited from entering, (iv) provide gaming patron credit bureau services, and (v) provide certain back-end processing services, such as authorization, capture, submission to interchange, settlement, chargeback, clearing, reporting or customer support services. Upon the expiration of this covenant not to compete, First Data Corporation or affiliates under its control may compete with us.

Pursuant to the Restructuring Agreement, we have agreed to indemnify First Data Corporation and its affiliates for any harm that they may suffer in connection with or arising from the offering of old or exchange notes or our senior secured credit facilities.

Membership Unit Redemption Agreement

The Membership Unit Redemption Agreement is an agreement between FDFS Holdings, LLC and GCA Holdings, L.L.C. that was executed as part of the recapitalization. The agreement provided for FDFS Holdings, LLC’s assignment and transfer of all of its membership units in GCA Holdings, L.L.C. to GCA Holdings, L.L.C. in exchange for $478,566.26 per membership unit.

Equity Investment by Bank of America Corporation

Concurrent with the consummation of the transactions contemplated by the Restructuring Agreement, Bank of America Corporation purchased approximately 5% of the membership interests in GCA Holdings, L.L.C. from M&C International for an aggregate purchase price of approximately $20.0 million. As consideration for this purchase, Bank of America Corporation issued to M&C International a one-year promissory note in the principal amount of approximately $12.0 million for 2.99% of the membership interests in GCA Holdings, L.L.C. and a three-year promissory note in the principal amount of approximately $8.0 million for 2.0% of the membership interests in GCA Holdings, L.L.C. Each promissory note bears interest at 1.62% per annum and interest is payable annually, with principal and interest due and payable in full upon maturity. The notes are non-recourse to Bank of America Corporation and are secured by a pledge of the respective membership interests purchased thereby. Maturity of the notes accelerates in the event of an initial public offering of equity securities by us, GCA Holdings, L.L.C. or its successors, or a transaction involving a change of control of or sale of substantially all of the assets of us or GCA Holdings, L.L.C. Any transaction that changes the form of business entity of us or GCA Holdings, L.L.C., such as the incorporation of us or GCA Holdings, L.L.C., will not trigger acceleration of these notes. The notes and pledge agreements were amended in connection with the private equity restructuring.

We do not have any obligations under the notes referred to above.

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THE PRIVATE EQUITY RESTRUCTURING

The transactions summarized below, pursuant to which we and GCA Holdings, L.L.C. were converted into Delaware corporations, and pursuant to which GCA Holdings, Inc. became 55% owned by a number of private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation, occurred subsequent to the recapitalization and prior to the date of this prospectus. We refer to these transactions in this prospectus as the private equity restructuring. While an understanding of the transactions summarized below is important to your understanding of our corporate structure, future cost structure, results of operations, financial position and cash flows, we do not believe that the transactions described below directly impact either the exchange offer or your decision as to whether or not to participate in the exchange offer.

The following is a summary of the material terms of the Securities Purchase and Exchange Agreement, dated as of April 21, 2004, as amended on May 13, 2004, among GCA Holdings, L.L.C., certain entities affiliated with Summit Partners, L.P., certain entities affiliated with Tudor Investment Corporation, certain entities affiliated with HarbourVest Partners, LLC and certain entities directly or indirectly administered or managed by General Motors Investment Management Corporation or JPMorgan Chase Bank, and the ancillary agreements thereto. The following summary is qualified in its entirety by reference to the Securities Purchase and Exchange Agreement and/or the ancillary agreements.

The Private Equity Restructuring

Pursuant to the Securities Purchase and Exchange Agreement, (i) GCA Holdings, L.L.C. agreed to exchange with M&C International its Common Units in GCA Holdings, L.L.C. for Class A Common Units, Class A Preferred Units and Class B Preferred Units in GCA Holdings, L.L.C., (ii) GCA Holdings, L.L.C. agreed to exchange with Bank of America Corporation its Common Units in GCA Holdings, L.L.C. for Class A Common Units and Class B Common Units in GCA Holdings, L.L.C., (iii) M&C International agreed to sell to the private equity investors 244.000 Class A Preferred Units and 58.5 Class B Preferred Units (which constituted all of the Class A Preferred Units and Class B Preferred Units acquired by M&C International in connection with the exchange described in clause (i) above) for an aggregate purchase price of $316,400,000, (iv) GCA Holdings, L.L.C. agreed to convert from a limited liability company to a corporation organized under the laws of Delaware and named GCA Holdings, Inc., (v) GCA Holdings, L.L.C. agreed to cause GCA to be converted from a limited liability company to a corporation organized under the laws of Delaware named Global Cash Access, Inc., and (vi) in connection with the conversion of GCA Holdings, L.L.C., all outstanding Class A Common Units, Class B Common Units, Class A Preferred Units and Class B Preferred Units in GCA Holdings, L.L.C. were automatically converted into shares of Class A Common Stock, Class B Common Stock, Class A Preferred Stock and Class B Preferred Stock of GCA Holdings, Inc. respectively.

The sale of equity interests to the private equity investors was consummated on May 13, 2004, the conversion of GCA Holdings, L.L.C. to a Delaware corporation was consummated on May 14, 2004 and the conversion of GCA to a Delaware corporation was consummated on June 7, 2004. Upon the consummation of the private equity restructuring, we became a Delaware corporation and wholly-owned subsidiary of GCA Holdings, Inc., and GCA Holdings, Inc. became 55% owned by the private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation.

We did not receive any of the proceeds of the investments in the private equity restructuring, but we became obligated to pay certain costs and expenses associated with the private equity restructuring. These transactions are referred to herein as the private equity restructuring.

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The Transaction

As a condition to the private equity restructuring, the limited liability company agreement of GCA Holdings, L.L.C. was amended and restated to, among other things, create membership interests denominated as Class A Common Units, Class B Common Units, Class A Preferred Units, and Class B Preferred Units, and obligate GCA Holdings, L.L.C. to convert to a Delaware corporation on the day immediately following the closing of the private equity restructuring. The rights of holders of Class A Common Units, Class A Preferred Units, Class B Common Units and Class B Preferred Units were substantially identical, except that Class B Common Units and Class B Preferred Units did not provide any voting rights. In addition, our limited liability company agreement was amended and restated to, among other things, provide that our Management Committee would be comprised of the same individuals that comprise the Management Committee of GCA Holdings, L.L.C.

As a condition to the private equity restructuring, we negotiated an amendment to the terms of our senior secured credit facility to, among other things, permit M&C International to sell 55% of the equity interest (but not more than 49.96% of the voting interest) in GCA Holdings, L.L.C. to the private equity investors without triggering provisions that relate to changes of control, and permit GCA Holdings, L.L.C. to convert to a Delaware corporation. The amendment was approved by the requisite approval of lenders under our senior secured credit facility.

As a condition to the private equity restructuring, M&C International and two entities affiliated with Summit Partners, L.P. notified the Federal Trade Commission of their proposed acquisitions of voting securities in GCA Holdings, Inc. pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Federal Trade Commission granted early termination of the requisite waiting period.

Prior to the consummation of the private equity restructuring on May 13, 2004, GCA Holdings, L.L.C. distributed cash in the aggregate amount of $3,017,629 to its members as a permitted tax distribution under our senior secured credit facility and the indenture governing the notes.

On May 13, 2004, the exchange of membership interests of M&C International and Bank of America Corporation for Class A Common Units, Class B Common Units, Class A Preferred Units and Class B Preferred Units, and the sale of Class A Preferred Units and Class B Preferred Units to the private equity investors was consummated. Concurrent with this sale, GCA Holdings, L.L.C. entered into a Registration Agreement, Stockholders Agreement and Investor Rights Agreement with its members.

On May 14, 2004, GCA Holdings, L.L.C. distributed cash in the aggregate amount of $50,313 to its members as a permitted tax distribution under our senior secured credit facility and the indenture governing the notes, and GCA Holdings, L.L.C. converted to a Delaware corporation named GCA Holdings, Inc. The rights of holders of Class A Common Stock and Class B Common Stock are substantially identical, except that Class B Common Stock provides for limited voting rights; in particular, the Class B Common Stock provides no rights to vote in the election of directors. The rights of holders of Class A Preferred Stock and Class B Preferred Stock are substantially identical, except that Class B Preferred Stock provides for limited voting rights; in particular, the Class B Preferred Stock provides no rights to vote in the election of directors. The Class A Preferred Stock and Class B Preferred Stock provide certain preferential rights with respect to dividends, voting and rights to distributions upon liquidation of GCA Holdings, Inc. The Class A Preferred Stock and Class B Preferred Stock provide for rights to convert to Class A Common Stock and Class B Common Stock, respectively. The Class B Preferred Stock provides for rights to convert to Class A Preferred Stock in certain circumstances, and the Class B Common Stock provides for the right to convert to Class A Common Stock in certain circumstances. The Class A Common Stock provides for the right to convert to Class B Common Stock in certain circumstances. Concurrent with this conversion, GCA Holdings, Inc. entered into a Noncompete Agreement with our President and Chief Executive Officer, Kirk Sanford.

In addition, M&C International granted options to the private equity investors to acquire up to 55% of the membership interests in Casino Credit Services, LLC.

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Registration Agreement

The Registration Agreement provides M&C International, Bank of America Corporation and the private equity investors with certain rights to cause GCA Holdings, Inc. to register their shares of capital stock on a registration statement filed with the SEC. The Registration Agreement also obligates the stockholders of GCA Holdings, Inc. to refrain from certain selling activities involving equity securities of GCA Holdings, Inc. following certain public offerings of securities by GCA Holdings, Inc.

Stockholders Agreement

The Stockholders Agreement provides for the following composition of the Board of Directors of GCA Holdings, Inc. and each of its subsidiaries, including us: two representatives designated by private equity investors holding a majority in interest of the voting shares of capital stock held by the private equity investors, who are initially Walter Kortschak and Charles J. Fitzgerald, two representatives designated by M&C International, who are initially Karim Maskatiya and Robert Cucinotta, and one individual, who is not an officer or employee of ours and who qualifies as an independent director under the rules of the New York Stock Exchange or the NASDAQ National Market, elected by the holders of a majority in interest of the voting shares of capital stock so long as such individual is approved by M&C International and private equity investors holding a majority in interest of the voting shares of capital stock held by the private equity investors, which seat is initially vacant. In addition, the Stockholders Agreement provides for the appointment of up to two additional directors, who are neither officers nor employees of ours and who qualify as independent directors under the rules of the New York Stock Exchange or the NASDAQ National Market, if and to the extent required by our senior credit facility or the indenture governing the notes or applicable federal securities laws, subject to the approval of certain specified stockholder constituencies.

The Stockholders Agreement imposes certain restrictions on the transfer of shares of capital stock of GCA Holdings, Inc., including a right of first refusal in favor of GCA Holdings, Inc. to purchase shares proposed to be sold and co-sale rights in favor of other stockholders. The Stockholders Agreement grants M&C International and the private equity investors with a right of first refusal to purchase certain shares of capital stock proposed to be sold by GCA Holdings, Inc. The Stockholders Agreement obligates certain stockholders to vote in favor of and take certain actions in furtherance of certain transactions involving the disposition of all or substantially all of the capital stock or assets of GCA Holdings, Inc. The Stockholders Agreement obligates the stockholders to cooperate with GCA Holdings, Inc. if M&C International or a majority in interests of the private equity investors instructs GCA Holdings, Inc. to pursue its initial public offering. Finally, the Stockholders Agreement obligates M&C International to repurchase shares of capital stock from Bank of America Corporation in certain circumstances.

Investor Rights Agreement

The Investor Rights Agreement provides the private equity investors with certain rights to receive financial statements and other information from GCA Holdings, Inc. and to inspect the properties, books and records of GCA Holdings, Inc. The Investor Rights Agreement prohibits GCA Holdings, Inc. and Global Cash Access, Inc. from taking certain actions without the prior written consent of M&C International and the holders of a majority in interest of the Preferred Stock. The Investor Rights Agreement prohibits GCA Holdings, Inc. from taking certain actions without the prior written consent of certain specified constituencies of holders of Preferred Stock. The Investor Rights Agreement obligates GCA Holdings, Inc. to take certain actions so long as certain constituencies of private equity investors continue to hold certain equity interests in GCA Holdings, Inc.

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Noncompete Agreement

The Noncompete Agreement prohibits our President and Chief Executive Officer, Kirk Sanford, from engaging in certain competitive activities during the 24- month period following the termination of his employment with us. In addition, the Noncompete Agreement prohibits Mr. Sanford from soliciting or inducing our employees to leave our employ, hiring certain employees and former employees of ours and inducing any of our business partners to cease doing business with us or otherwise interfering with our relationships with our business partners.

Amendment of Agreements between M&C International and Bank of America Corporation

Concurrent with the consummation of the private equity restructuring on May 13, 2004, the promissory notes issued by Bank of America Corporation to M&C International in connection with Bank of America Corporation’s purchase of membership interests in GCA Holdings, L.L.C. from M&C International and the pledge agreements pursuant to which Bank of America Corporation pledged its ownership interests in GCA Holdings, L.L.C. as collateral were amended and restated to, among other things, reflect the conversion of GCA Holdings, L.L.C. to a corporation and the conversion of the collateral into shares of capital stock of GCA Holdings, Inc.

We do not have any obligations under the notes referred to above.

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USE OF PROCEEDS

We will not receive any proceeds from the exchange of the exchange notes for the old notes pursuant to the exchange offer.

The sale of the old notes occurred on March 10, 2004. We used the aggregate net proceeds from the offering of the old notes, which were approximately $228.5 million, after deducting the discount payable to the initial purchaser and estimated offering expenses payable by us, to finance the recapitalization of our ownership, as more fully described in “The Recapitalization.” The recapitalization occurred on March 10, 2004. The actual sources and uses of cash in connection with the recapitalization are set forth below (dollars in millions):

Sources of Funds:
Existing cash on hand	$	4.2
Term loan under senior secured credit facilities (1)		260.0
Old notes		235.0
Total Sources	$	499.2
Uses of Funds:
Redeem and purchase membership interests from FDFS Holdings, LLC and First Data Financial Services, L.L.C.	$	435.6
Redeem membership interests from M&C International		38.0
Retirement of seller note (2)		12.1
Estimated fees and expenses		13.5
Total Uses	$	499.2

(1) In connection with the recapitalization, we entered into senior secured credit facilities in an aggregate principal amount of $280.0 million, consisting of a five-year revolving credit facility of $20.0 million, of which $6.0 million has been set aside for letters of credit, and a six-year term loan of $260.0 million. See “Description of Senior Secured Credit Facilities.”

(2) Reflects the retirement of a seller note payable to Bank of America, N.A. from M&C International. This note was issued by M&C International in payment of the purchase price of membership interests in us sold by Bank of America, N.A. and BA Merchant Services, Inc. on September 29, 2000.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2004 on an actual basis giving effect to the recapitalization, the offering of the old notes and borrowings under our senior secured credit facilities and the application of the net proceeds thereof. This table should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this prospectus.

	March 31, 2004
	(unaudited) (dollars in thousands)
Cash and cash equivalents	$	19,646
Borrowings, including current portion:
Existing indebtedness		—
Senior secured credit facilities (1):
Term loan		260,000
Old notes		235,000
Total borrowings, including current portion		495,000
Members’ capital		(293,634	)
Total capitalization	$	201,366

(1) The senior secured credit facilities are in an aggregate principal amount of $280.0 million consisting of a five-year revolving credit facility of $20.0 million, of which $6.0 million has been set aside for letters of credit issued in connection with the recapitalization, and a six-year term loan of $260.0 million that is guaranteed by our domestic wholly-owned subsidiaries and GCA Holdings, Inc.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with our audited consolidated financial statements and related notes and our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected consolidated financial data for the fiscal years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been derived from our audited consolidated financial statements. The selected condensed consolidated financial data for the fiscal quarters ended March 31, 2004 and 2003 have been derived from our unaudited condensed consolidated financial statements. Our selected consolidated financial data may not be indicative of our future financial condition or results of operations. See “Consolidated Financial Statements” and “Unaudited Condensed Consolidated Financial Statements.”

	For the Years Ended December 31,															For the Quarters Ended March 31,
	2003			2002			2001(1)			2000			1999			2004			2003
	(dollars in thousands)
Income Statement Data:
Revenues:
Cash advance	$	186,547		$	182,754		$	174,787		$	170,792		$	172,154		$	50,455		$	45,718
ATM		132,341			119,424			110,074			33,611			12,847			38,330			30,807
Check cashing		26,326			29,412			26,614			26,997			23,761			5,838			6,982
Central Credit and other		11,176			10,825			10,758			10,537			3,546			3,007			2,690
Total revenues		356,390			342,415			322,233			241,937			212,308			97,630			86,197
Costs and Expenses:
Commissions		154,889			146,824			140,640			87,409			74,868			44,328			37,513
Interchange and processing		67,245			59,574			54,251			52,594			56,469			17,889			17,064
Check cashing warranties		9,848			9,827			8,532			7,582			6,294			2,658			3,118
Central Credit and other costs of revenues		414			511			492			620			182			74			82
Total costs and expenses		232,396			216,736			203,915			148,205			137,813			64,949			57,777
Gross profit		123,994			125,679			118,318			93,732			74,495			32,681			28,420
Operating expenses		(45,494	)		(55,527	)		(52,867	)		(38,243	)		(33,193	)		(11,205	)		(13,708	)
Depreciation and amortization		(14,061	)		(11,820	)		(16,838	)		(11,084	)		(8,361	)		(3,407	)		(3,358	)
Preopening expenses		(679	)		(2,566	)		(1,368	)		—			—			—			(315	)
Operating income		63,760			55,766			47,245			44,405			32,941			18,069			11,039
Other Income (Expense):
Interest expense, net (2)		(5,450	)		(4,933	)		(5,082	)		(1,177	)		206			(2,803	)		(1,173	)
Total other income (expense)		(5,450	)		(4,933	)		(5,082	)		(1,177	)		206			(2,803	)		(1,173	)
Income before provision for foreign income taxes and minority ownership loss		58,310			50,833			42,163			43,228			33,147			15,266			9,866
Provision for foreign income taxes		(321	)		(1,451	)		(442	)		(637	)		(1,133	)		(1,162	)		(112	)
Income before minority ownership loss		57,989			49,382			41,721			42,591			32,014			14,104			9,754
Minority ownership loss (3)		400			1,040			420			—			—			—			291
Net income	$	58,389		$	50,422		$	42,141		$	42,591		$	32,014		$	14,104		$	10,045
Balance Sheet Data:
(at end of period)
Cash and cash equivalents	$	23,423		$	57,584		$	37,500		$	27,448		$	36,161		$	19,646
Total assets		239,257			283,177			276,207			291,249			222,332			239,648
Members’ capital		199,247			202,271			205,202			220,448			180,570			293,634
Cash Flow Data:
Cash flows provided by (used in):
Operating activities	$	33,508		$	81,964		$	73,610		$	51,110		$	65,061		$	19,240		$	12,368
Investing activities		(7,047	)		(9,750	)		(6,295	)		(14,348	)		(4,288	)		(852	)		(3,545	)
Financing activities (4)		(63,067	)		(52,333	)		(56,812	)		(45,475	)		(36,203	)		(22,159	)		(9,753	)
Other Financial Data:
Capital expenditures		7,047			9,750			6,295			14,348			4,288			7,852			3,545
Ratio of earnings to fixed charges (5)		9.1	x		8.5	x		6.6	x		13.6	x		19.3	x		6.0	x		8.8	x

(1) The increase in revenues and operating expenses during fiscal 2001, as compared to fiscal 2000, is primarily attributable to our acquisitions of the gaming ATM portfolios of Bank of America, N.A. and InnoVentry Corporation.

(2) Interest expense, net, includes interest income.

(3) Minority ownership loss represents the portion of the loss from operations of QuikPlay, LLC that is attributable to the 40% ownership interest in QuikPlay, LLC that is not owned by us.

(4) Financing activities primarily reflect distributions to our members.

(5) For purposes of calculating the ratio of earnings to fixed charges, (i) earnings is defined as income before minority ownership loss plus fixed charges, and (ii) fixed charges is defined as interest expense (including capitalized interest and amortization of debt issuance costs) and the estimated portion (1/3) of operating lease expense deemed by management to represent the interest component of rent expense.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis does not reflect the significant impact that the recapitalization transactions have had on us, including significantly increased leverage and liquidity requirements. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions, as set forth under “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in the following discussion and under “Risk Factors,” “Business” and elsewhere in this prospectus.

Overview

We are the largest provider of cash access products and services to the gaming industry in the United States, Canada, the Caribbean and the United Kingdom. We contractually provide our cash access products and services to patrons at approximately 70% of the gaming establishments in these markets. We provide what we believe to be the broadest suite of cash access products and services to the gaming industry. Our cash access products and services allow gaming patrons to access funds through a variety of methods, including credit card cash advances, POS debit card transactions, ATM withdrawals, check cashing transactions and money transfers. We also own what we believe to be the largest gaming patron credit bureau database, which is recognized in the industry as the premier resource for underwriting patron credit decisions, or markers. In 2003, we processed over 60 million transactions, representing approximately $12 billion in face value. For the year ended December 31, 2003, we generated revenues, operating income and net income of $356.4 million, $63.8 million and $58.4 million, respectively. From 2000 to 2003, our revenues grew at a compound annual growth rate of 13.8%, which compared favorably to the estimated 5.6% compound annual growth rate in total U.S. gaming revenues during such period.

Global Cash Access, L.L.C., which was subsequently converted into a Delaware corporation named Global Cash Access, Inc., was formed as a joint venture on July 9, 1998 by FDFS Holdings, LLC, M&C International, and BA Merchant Services, Inc. with respective ownership at formation of 58%, 21%, and 21%. We operated as BMCF Gaming, L.L.C. until May 25, 1999 when we changed our name to Global Cash Access, L.L.C. Prior to July 9, 1998, certain of our members independently conducted operations similar to ours. On August 1, 2000, we acquired certain ATM and cash advance assets of InnoVentry Corporation. Shortly thereafter, on September 29, 2000, we acquired Casino ATM, LLC from Bank of America, N.A. In connection therewith, BA Merchant Services, Inc. sold its ownership interest in us to the remaining members, resulting in ownership by FDFS Holdings, LLC and M&C International of 67% and 33%, respectively.

In 2003, as we continued to grow our revenues and net income, we began to further analyze our cost structure. As part of this analysis, we realized that our critical mass created significant opportunities for us to renegotiate certain contracts with our vendors. The two key areas for improvement were with our ATM maintenance and service agreement and our agreement to market the TeleCheck check verification, processing and guarantee service. In 2003, we entered into new ATM maintenance and service agreements, which have more favorable terms than our prior ATM maintenance and service agreement. We also renegotiated our TeleCheck marketing agreement to reduce the attributable operating expenses, as a percentage of our TeleCheck revenues, that we are required to pay to TeleCheck Services, Inc. Our new contract with TeleCheck Services, Inc. is on more favorable terms and we believe more properly reflects the ongoing costs necessary to operate this business in the gaming industry. In addition, we also reduced our overhead through headcount reduction and renegotiated, or benefited from industry-wide changes in, various contracts related to interchange, reverse interchange and transaction processing costs.

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Pursuant to the restructuring discussed in “The Recapitalization,” all of the membership units in us owned by FDFS Holdings, LLC and M&C International were contributed to GCA Holdings, L.L.C., Bank of America Corporation purchased membership units from M&C International, all of the membership units in GCA Holdings, L.L.C. owned by FDFS Holdings, LLC were redeemed and a portion of the membership units held by M&C International were redeemed. Following the consummation of the recapitalization, we became fully-owned by GCA Holdings, L.L.C., and GCA Holdings, L.L.C. became approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation.

Pursuant to the private equity restructuring discussed in “The Private Equity Restructuring,” certain entities affiliated with Summit Partners, L.P., certain entities affiliated with Tudor Investment Corporation, certain entities affiliated with Harbour Vest Partners, LLC and certain entities directly or indirectly administered or managed by General Motors Investment Corporation and JPMorgan Chase Bank purchased 55% of the equity interests (and 49.96% of the voting interests) in GCA Holdings, L.L.C. from M&C International, GCA Holdings, L.L.C. was converted to a Delaware corporation named GCA Holdings, Inc. and we were converted to a Delaware corporation named Global Cash Access, Inc. Following the consummation of the private equity restructuring, we were a wholly-owned subsidiary of GCA Holdings, Inc. and GCA Holdings, Inc. was 55% owned by the private equity investors (who obtained, in the aggregate, only 49.96% of the voting interests), approximately 40% owned by M&C International and approximately 5% owned by Bank of America Corporation.

Principal Sources of Revenues and Expenses

We derive our revenues as follows:

Cash Advance. Cash advance revenues are comprised of upfront patron transaction fees assessed in connection with credit card cash advances and POS debit card transactions at the time the transaction is initiated and a percentage of the face amount of the cash advance.

ATM. ATM revenues are comprised of upfront patron transaction fees or surcharges assessed at the time the transaction is initiated and a percentage of interchange fees paid by the patron’s issuing bank. As we enter into an increasing number of contracts that are based on a percentage of revenues, we will benefit when average surcharge increases.

Check Cashing. Check cashing revenues are based upon a percentage of the face amount of total checks warranted.

Central Credit and Other Revenues. Central Credit revenues are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated, while other revenues are primarily based on a fee for specific service performed.

Our principal costs and expenses include:

Commissions. For cash advance, ATM and check cashing transactions, we pay a commission to the gaming establishment at which the transaction occurred.

Interchange and Processing. We pay credit card associations interchange fees for services they provide in settling transactions routed through their networks. In addition, we pay fees to participate in various ATM networks. The amounts of these interchange fees are fixed by the card associations and networks in their sole discretion, and are subject to increase in their discretion from time to time. Many of our cash advance contracts enable us to pass through to our customers the amount of any increase in interchange or processing fees. Connectivity and processing fees are paid to those companies that provide us with network services.

Check Cashing Warranties. Check cashing warranties relate to the costs we incur in connection with dishonored checks that we have warranted. Our check cashing warranty expenses are contractually limited to 30% of the total face amount of checks warranted each month.

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Other Costs of Revenues. Other costs of revenues consist primarily of costs related to maintaining our Central Credit and patron marketing databases.

Operating Expenses. Operating expenses consist primarily of salaries and benefits, armored carrier expenses, the cost of repair and maintenance on our cash access devices and gain (loss) on sale or disposal of assets.

Preopening Expenses. Preopening expenses consist of the development costs associated with the QuikPlay business.

Interest Expense. We have historically incurred interest expense in connection with our procurement of sufficient currency to fund the normal operating requirements of our ATMs.

Interest Income. We generate interest income on the amount of cash, or float, that is deposited into our accounts in settlement of credit card cash advance or POS debit card transactions prior to the time when we must make payment upon the corresponding negotiable drafts generated in connection with such transactions.

Foreign Income Tax. Our foreign earnings are subject to taxation under the tax laws of the jurisdictions in which we operate. Prior to our conversion to a corporation on June 7, 2004, our domestic earnings were not subject to corporate taxation because we were organized as a limited liability company. Subsequent to June 7, 2004, our domestic earnings have been subject to corporate taxation.

Minority Interest. Minority interest represents the net income or loss that is attributable to minority owners in our subsidiaries for the period. The minority interest shown on the consolidated financial statements reflects a minority interest of 40% held by IGT in our QuikPlay, LLC subsidiary.

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Results of Operations

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Total Revenues

Total revenues for the year ended December 31, 2003 were $356.4 million, an increase of $14.0 million, or 4.1%, as compared to the year ended December 31, 2002. This increase was primarily due to the reasons described below.

Cash Advance. Cash advance revenues for the year ended December 31, 2003 were $186.5 million, an increase of $3.8 million, or 2.1%, as compared to the year ended December 31, 2002. This increase was primarily due to a 20.0% increase in debit card revenue and a 0.9% increase in credit card revenue. The increase in debit card revenues was primarily due to a 13.8% increase in the number of transactions primarily facilitated through the patented “3-in-1 rollover” feature in our ATMs. The increase in credit card revenues was due to a 4.5% increase in revenue per transaction offset by a 3.5% decrease in the number of transactions.

ATM. ATM revenues for the year ended December 31, 2003 were $132.3 million, an increase of $12.9 million, or 10.8%, as compared to the year ended December 31, 2002. This increase was primarily due to a 5.2% increase in the average surcharge amount and a 7.4% increase in transaction volume. The transaction growth was primarily due to an increase in ATM placements and the acquisition of a significant new customer account offset by the removal of low-volume producing ATMs.

Check Cashing. Check cashing revenues for the year ended December 31, 2003 were $26.3 million, a decrease of $3.1 million, or 10.5%, as compared to the year ended December 31, 2002. This decrease was primarily due to the migration from checks to card-based transactions in retail environments generally and in gaming in particular and the loss of certain accounts for competitive pricing reasons.

Central Credit and Other. Central Credit and other revenues for the year ended December 31, 2003, including revenues from our customer relationship marketing products and services, were $11.2 million, an increase of $0.4 million, or 3.2%, as compared to the year ended December 31, 2002. This increase was primarily due to our first price increase for Central Credit services in the last five years.

Costs and Expenses

Total costs and expenses, including commissions, interchange and processing, check cashing warranties and other costs and expenses, for the year ended December 31, 2003 were $232.4 million, an increase of $15.7 million, or 7.2%, as compared to the year ended December 31, 2002. This increase was primarily due to the reasons described below.

Commissions. Commissions for the year ended December 31, 2003 were $154.9 million, an increase of $8.1 million, or 5.5%, as compared to the year ended December 31, 2002. This increase was partially due to the increase in ATM transaction volume of 7.4% coupled with a 5.2% increase in the average surcharge amount, which resulted in an 11.6% increase in ATM commissions paid to gaming establishments. Cash advance commissions paid to gaming establishments experienced a 3.5% decrease primarily due to a 3.5% decline in credit card transactions, partially offset by a 4.5% increase in average revenue per transaction. In addition, cash advance commissions decreased due to a blended interchange rate increase of 4.3%, which we passed through to customers in the form of lower commissions.

Interchange and Processing. Interchange and processing costs and expenses for the year ended December 31, 2003 were $67.2 million, an increase of $7.7 million, or 12.9%, as compared to the year ended December 31, 2002. This increase was primarily due to a 4.3% increase in blended interchange rates by the card associations, a 2.4% increase in the cash advance dollar volume and a 7.4% increase in ATM transaction volumes.

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Check Cashing Warranties. Check cashing warranty costs and expenses for the year ended December 31, 2003 were $9.8 million, unchanged as compared to year ended December 31, 2002, but represented an increase in check cashing warranty costs and expenses as a percentage of check cashing revenue. To address this situation, in the fourth quarter of 2003, the check authorization criteria were adjusted to reduce the authorization of checks that are subsequently dishonored.

Central Credit and Other Costs and Revenues. Other costs of revenues for the year ended December 31, 2003, including costs and expenses related to our Central Credit business and customer relationship marketing products and services, were $0.4 million, a decrease of $0.1 million, or 19.0% as compared to the year ended December 31, 2002. The decrease in costs was primarily attributable to the provision of fewer customer relationship marketing products and services.

Operating Income

Operating income for the year ended December 31, 2003 was $63.8 million, an increase of $8.0 million, or 14.3%, as compared to the year ended December 31, 2002. This increase was primarily due to the reasons described below.

Operating Expenses. Operating expenses for the year ended December 31, 2003 were $45.5 million, a decrease of $10.0 million, or 18.1%, as compared to the year ended December 31, 2002. This decrease was primarily due to cost reduction initiatives implemented in 2003 offset by higher operating expenses due to increased ATM transactional volumes.

Depreciation and Amortization. Depreciation expense for the year ended December 31, 2003 was $7.6 million, an increase of $2.2 million, or 42.3%, as compared to the year ended December 31, 2002. This increase was primarily due to the procurement of additional ATM equipment to support new business we gained during the year. Amortization expense related to computer software and customer contracts for the year ended December 31, 2003 was $6.5 million, unchanged as compared to the year ended December 31, 2002.

Preopening Expenses. Preopening expenses for the year ended December 31, 2003 were $0.7 million, a decrease of $1.9 million as compared to the year ended December 31, 2002. This decrease was due to the completion of development and the first installation of the QuikPlay product. Following this completion and first installation, all costs and expenses incurred in the deployment of our QuikPlay product are classified as operating expenses.

Net Income

Net income for the year ended December 31, 2003 was $58.4 million, an increase of $8.0 million, or 15.8%, as compared to the year ended December 31, 2002. This increase was primarily due to the reasons described below.

Other Income (Expense). Interest expense for the year ended December 31, 2003 was $6.8 million, an increase of $0.5 million as compared to the year ended December 31, 2002. This increase was primarily due to an increase in cash balances necessary to support the growth in the ATM business offset by lower interest rates tied to the prime rate. Interest income for the year ended December 31, 2003 was $1.3 million, unchanged as compared to the year ended December 31, 2002. This was primarily due to higher average float balances due to increased business volume offset by lower market interest rates.

Foreign Income Tax. Provision for foreign income tax for the year ended December 31, 2003 was $0.3 million, a decrease of $1.1 million as compared to the year ended December 31, 2002. This decrease was primarily due to unanticipated provincial taxes that were paid in 2002.

Minority Ownership Loss. Minority ownership loss attributable to QuikPlay, LLC for the year ended December 31, 2003 was $0.4 million, a decrease of $0.6 million as compared to the year ended December 31, 2002. This decrease was due to the completion of development and the first installation of the QuikPlay product.

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Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Total Revenues

Total revenues for the year ended December 31, 2002 were $342.4 million, an increase of $20.2 million, or 6.3%, as compared to the year ended December 31, 2001. This increase was primarily due to the reasons described below.

Cash Advance. Cash advance revenues for the year ended December 31, 2002 were $182.8 million, an increase of $8.0 million, or 4.6%, as compared to the year ended December 31, 2001. This increase was primarily due to a 33.7% increase in debit card revenue and a 3.0% increase in credit card revenue. The increase in debit card revenue was primarily due to a 25.2% increase in the number of transactions primarily facilitated through the patented “3-in-1 rollover” feature in our ATMs. The increase in credit card revenues was due to a 2.0% increase in revenue per transaction and a 1.0% increase in the number of transactions.

ATM. ATM revenues for the year ended December 31, 2002 were $119.4 million, an increase of $9.4 million, or 8.5%, as compared to the year ended December 31, 2001. This increase was primarily due to a 7.4% increase in the average surcharge amount and a 3.3% increase in transaction volume. The transaction growth was primarily due to an increase in ATM placements offset by the removal of low-volume producing ATMs.

Check Cashing. Check cashing revenues for the year ended December 31, 2002 were $29.4 million, an increase of $2.8 million, or 10.5%, as compared to the year ended December 31, 2001. This increase was primarily due to the acquisition of additional check cashing accounts during the year.

Central Credit and Other. Central Credit and other revenues for the year ended December 31, 2002, including revenues from our customer relationship marketing products and services, were $10.8 million, an increase of $0.1 million, or 0.6%, as compared to the year ended December 31, 2001. This increase was primarily due to an increase in our customer relationship marketing products and services, partially offset by a decrease in the volume of Central Credit services.

Costs and Expenses

Total costs and expenses, including commissions, interchange and processing, check cashing warranties and other costs and expenses, for the year ended December 31, 2002 were $216.7 million, an increase of $12.8 million, or 6.3%, as compared to the year ended December 31, 2001. This increase was primarily due to the reasons described below.

Commissions. Commissions for the year ended December 31, 2002 were $146.8 million, an increase of $6.2 million, or 4.4%, as compared to the year ended December 31, 2001. This increase was partially due to a 3.3% increase in ATM transaction volume coupled with a 7.4% increase in the average surcharge amount, which resulted in a 7.0% increase in ATM commissions paid to gaming establishments. Cash advance commissions paid to gaming establishments experienced a 0.4% decrease due to improved contract pricing on certain contracts.

Interchange and Processing. Interchange and processing costs and expenses for the year ended December 31, 2002 were $59.6 million, an increase of $5.3 million, or 9.8%, as compared to the year ended December 31, 2001. This increase was primarily due to an increase in the interchange rate applied to us by Visa U.S.A. and a 4.1% increase in cash advance dollar volume.

Check Cashing Warranties. Check cashing warranty costs and expenses for the year ended December 31, 2002 were $9.8 million, an increase of $1.3 million, or 15.2%, as compared to the year ended December 31, 2001. This increase was primarily due to the 10.5% increase in check cashing revenues which resulted in a corresponding increase in warranties, coupled with unfavorable warranty experiences that are customary for new accounts.

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Central Credit and Other Costs of Revenues. Other costs of revenues for the year ended December 31, 2002, including costs and expenses related to our Central Credit business and customer relationship marketing products and services, were $0.5 million, unchanged as compared to the year ended December 31, 2001. The decrease in costs as a percentage of total revenues was primarily attributable to a decrease in the volume of Central Credit services.

Operating Income

Operating income for the year ended December 31, 2002 was $55.8 million, an increase of $8.5 million, or 18.0%, as compared to the year ended December 31, 2001. This increase was primarily due to the reasons described below.

Operating Expenses. Operating expenses for the year ended December 31, 2002 were $55.5 million, an increase of $2.7 million, or 5.0%, as compared to the year ended December 31, 2001. This increase was primarily due to the associated costs with increased check cashing and ATM volumes, coupled with a significant increase in the costs associated with developing check cashing kiosks. At the request of Western Union Financial Services, Inc., a subsidiary of First Data Corporation, we developed a free-standing Western Union kiosk for the traditional retail environment that was able to deploy cash from money transfers and cash checks, among other things. Although the final product was completed, the project was abandoned.

Depreciation and Amortization. Depreciation expense for the year ended December 31, 2002 was $5.3 million, an increase of $0.2 million, or 3.6%, as compared to the year ended December 31, 2001. This increase was primarily due to the procurement of additional ATM equipment to support new business we gained during the year. Amortization expense for the year ended December 31, 2002 was $6.5 million, a decrease of $5.2 million, or 44.4% as compared to the year ended December 31, 2001. This decrease was primarily due to the elimination of $5.9 million in goodwill amortization as a result of Statement of Financial Accounting Standards, or SFAS, No. 142, coupled with a $0.7 million increase in amortized software costs.

Preopening Expenses. Preopening expenses for the year ended December 31, 2002 were $2.6 million, an increase of $1.2 million, or 87.6%, as compared to the year ended December 31, 2001. This increase was due to the development costs associated with the QuikPlay product.

Net Income

Net income for the year ended December 31, 2002 was $50.4 million, an increase of $8.3 million, or 19.7%, as compared to the year ended December 31, 2001. This increase was primarily due to the reasons described below.

Other Income (Expense). Interest expense for the year ended December 31, 2002 was $6.2 million, a decrease of $0.7 million as compared to the year ended December 31, 2001. This decrease was primarily due to lower interest rates tied to the prime rate offset by an increase in cash balances necessary to support the growth in the ATM business. Interest income for the year ended December 31, 2002 was $1.3 million, a decrease of $0.6 million as compared to the year ended December 31, 2001. This decrease was primarily due to lower market interest rates.

Foreign Income Tax. Provision for foreign income tax for the year ended December 31, 2002 was $1.5 million, an increase of $1.0 million as compared to the year ended December 31, 2001. This increase was primarily due to unanticipated provincial taxes paid in 2002.

Minority Ownership Loss. Minority ownership loss attributable to QuikPlay, LLC for the year ended December 31, 2002 was $1.0 million, an increase of $0.6 million as compared to the year ended December 31, 2001. This increase was due to ongoing product development costs.

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Three-months ended March 31, 2004 Compared to Three-months ended March 31, 2003

Total Revenues

Total revenues for the three-months ended March 31, 2004 were $97.6 million, an increase of $11.4 million, or 13.3%, as compared to the three-months ended March 31, 2003. This increase was primarily due to the reasons described below.

Cash Advance. Cash advance revenues for the three-months ended March 31, 2004 were $50.5 million, an increase of $4.7 million, or 10.4%, as compared to the three-months ended March 31, 2003. This increase was primarily due to a $1.3 million or 41.4% increase in debit card revenue and a $3.4 million or 8.1% increase in credit card revenue. The increase in debit card revenues was primarily due to a 32.5% increase in the number of transactions primarily facilitated through the patented “3-in-1 rollover” feature in our ATMs. The increase in credit card revenues was primarily due to the growth and expansion in existing locations. Our same store sales grew approximately 4.7% or $2.0 million with the UK accounting for $0.7 million of this increase. The remaining growth was a result of the net contracts.

ATM. ATM revenues for the three-months ended March 31, 2004 were $38.3 million, an increase of $7.5 million, or 24.4%, as compared to the three-months ended March 31, 2003. This increase was primarily due to a 4.9% increase in the average surcharge amount and a 20.3% increase in transaction volume. The transaction growth was primarily due to an increase in ATM placements offset by the removal of low-volume producing ATMs.

Check Cashing. Check cashing revenues for the three-months ended March 31, 2004 were $5.8 million, a decrease of $1.1 million, or 16.4%, as compared to the three-months ended March 31, 2003. This decrease was primarily due to the migration from checks to card-based transactions in retail environments generally and in gaming in particular and the loss of certain accounts for competitive pricing reasons.

Central Credit and Other. Central Credit and other revenues for the three-months ended March 31, 2004, including revenue from our customer relationship marketing services, were $3.0 million, an increase of $0.3 million, or 11.8%, as compared to the three-months ended March 31, 2003. This increase was primarily due to a price increase for Central Credit services.

Costs and Expenses

Total costs and expenses, including commissions, interchange and processing, check cashing warranties and other costs and expenses, for the three-months ended March 31, 2004 were $64.9 million, an increase of $7.1 million, or 12.4%, as compared to the three-months ended March 31, 2003. This increase was primarily due to the reasons described below.

Commissions. Commissions for the three-months ended March 31, 2004 were $44.3 million, an increase of $6.8 million, or 18.2%, as compared to the three-months ended March 31, 2003. The increase in commission expense is directly related to the increase in the overall ATM revenue growth. As transaction counts and average surcharge have increased for the ATM business the related commission expense has risen as well. These rises in ATM commissions have been partially offset by the decrease in the cash advance commissions. As interchange increases have occurred these rate increases have proportionately reduced the actual cash advance commission percentage.

Interchange and Processing. Interchange and processing costs and expenses for the three-months ended March 31, 2004 were $17.9 million, an increase of $0.8 million, or 4.8%, as compared to the three-months ended March 31, 2003. This increase was primarily due to an increase in blended interchange rates by the credit card associations, an increase in the cash advance dollar volume and an increase in ATM transaction volumes.

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Check Cashing Warranties. Check cashing warranty costs and expenses for the three-months ended March 31, 2004 were $2.7 million, a decrease of $0.5 million, or 14.8%, compared to three-months ended March 31, 2003, but represented an increase in check cashing warranty costs and expenses as a percentage of check cashing revenue. Management is working with TeleCheck to evaluate the check cashing criteria to ensure that the loss percentage on dishonored checks reduces to historical levels.

Central Credit and Other Costs and Revenues. Other costs of revenues for the three-months ended March 31, 2004, including costs and expenses related to our Central Credit business and customer relationship marketing services, were $0.1 million, unchanged as compared to the three-months ended March 31, 2003.

Operating Income

Operating income for the three-months ended March 31, 2004 was $18.1 million, an increase of $7.0 million, or 77.9%, as compared to the three-months ended March 31, 2003. This increase was primarily due to the reasons described below.

Operating Expenses. Operating expenses for the three-months ended March 31, 2004 were $11.2 million, a decrease of $2.5 million, or 18.3%, as compared to the three-months ended March 31, 2003. This decrease was primarily due to cost reduction initiatives in the areas of employee headcount, ATM operating fees and the reduction of TeleCheck operating expenses offset by higher operating expenses due to increased ATM transactional volumes and a one-time Canadian Goods and Services Tax expense.

Depreciation and Amortization. Depreciation expense for the three-months ended March 31, 2004 was $2.0 million, an increase of $0.3 million, or 15.7%, as compared to the three-months ended March 31, 2003. This increase was primarily due to the procurement of additional ATM equipment to support new business we gained during the year. Amortization expense for the three-months ended March 31, 2004 was $1.4 million, a decrease of $0.2 million, or 13.2%, compared to the three-months ended March 31, 2003.

Preopening Expense. There was no preopening expense for the three-months ended March 31, 2004, a decrease of $0.3 million as compared to the three-months ended March 31, 2003. This decrease was due to the completion of development and the first installation of the QuikPlay product. Following this completion and first installation in August 2003, all costs and expenses incurred in the deployment of our QuikPlay product are classified as operating expenses.

Other Income (Expense). Interest expense for the three-months ended March 31, 2004 was $3.1 million, an increase of $1.6 million as compared to the three-months ended March 31, 2003. This increase was primarily due to the company borrowing $260 million under the senior secured credit facility and issuing $235 million in bonds in March 2004. Interest income for the three-months ended March 31, 2004 was $0.3 million, unchanged as compared to the three-months ended March 31, 2003.

Foreign Income Tax. Provision for foreign income tax for the three-months ended March 31, 2004 was $1.2 million, an increase of $1.1 million as compared to the three-months ended March 31, 2003. This increase was primarily due unanticipated foreign taxes that were recorded from 2003.

Minority Ownership Loss. Minority ownership loss attributable to QuikPlay for the three-months ended March 31, 2004 was $0.0 million, a decrease of $0.3 million as compared to the three-months ended March 31, 2003. No capital contributions have been made to QuikPlay by either partner in the three months ended March 31, 2004. As the allocated portion of the total loss of QuikPlay to IGT was in excess of their actual contributions at March 31, 2004, all losses incurred by QuikPlay for the three months ended March 31, 2004 have been absorbed as part of the consolidated net income in the company’s unaudited condensed consolidated statements of income. As of March 31, 2004, IGT is in arrears on their contractually mandated contributions resulting in minority capital deficiencies of $0.1 million.

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Net Income

Net income for the three-months ended March 31, 2004 was $14.1 million, an increase of $4.1 million, or 40.4%, as compared to the three-months ended March 31, 2003.

Critical Accounting Policies

The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the financial condition and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Based on this definition, we have identified our critical accounting policies as those addressed below. We also have other key accounting policies that involve the use of estimates, judgments and assumptions. You should review the notes to our consolidated financial statements for a summary of these policies. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.

Goodwill

We have approximately $156.7 million, $156.6 million and $156.7 million in net unamortized goodwill on our consolidated balance sheets at December 31, 2003 and 2002 and March 31, 2004, respectively, resulting from our acquisition of other businesses. A new accounting standard adopted in 2002 requires an annual review of goodwill and other non-amortizing intangible assets for impairment. We completed our initial assessment for impairment of goodwill and determined that no impairment was necessary at that time. Our most recent annual assessment was performed as of October 1, 2003 and it was determined that no impairment adjustment was necessary at that time. The annual evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value. Changes in forecasted operations can materially affect these estimates.

Revenue Recognition

Cash advance revenue is comprised of upfront patron transaction fees assessed at the time the transaction is initiated and a percentage of the face amount of the cash advance. Cash advance revenue is recognized at the point that a negotiable money order instrument is generated by the casino cashier.

ATM revenue is comprised of upfront patron transaction fees or surcharges assessed at the time the transaction is initiated and a percentage of interchange fees paid by the patron’s issuing bank. These issuing banks share the interchange revenue, or reverse interchange, with us to cover the costs we incur to acquire the ATM transaction. Upfront patron transaction fees are recognized when a transaction is initiated, and reverse interchange is recognized on a monthly basis.

Check cashing revenue is based upon a percentage of the face amount of total checks warranted or a percentage of the face of all returned checks warranted for the month. Check cashing revenue is recognized on a monthly basis.

Central Credit revenue is based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. This revenue is recognized on a monthly basis. Revenue derived from our customer relationship marketing products and services is recognized upon completion of services.

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Recently Issued Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46R (revised December 2003), Consolidation of Variable Interest Entities. This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements addresses consolidation by business enterprises of variable interest entities, which have certain characteristics. The revised effective date is now generally effective for financial statements of public companies for interim or annual periods ending after March 2004. We adopted these requirements as of January 1, 2004, and their adoption has not had a material effect on our financial reporting, financial position or results of operations

Liquidity and Capital Resources

Our principal sources of liquidity are:

• Our available borrowing capacity under our $20.0 million revolving credit facility, for which there are $6.0 million of letters of credit outstanding at March 31, 2004; and

• Cash flows from operating activities, which were $33.5 million, $82.0 million and $73.6 million for the years ended December 31, 2003, 2002, and 2001, respectively, and $19.2 million and ($12.4) million for the quarters ended March 31, 2004 and 2003, respectively. Our cash flows from operating activities depend upon changes in settlement receivables and the timing of payments related to settlement liabilities. As such, our cash flows from operating activities can change substantially based upon the timing of our settlement liability payments. We calculate our net cash position as cash and cash equivalents plus settlement receivables less settlement liabilities – due to related parties. As a result, the following table reflects our relatively constant net cash position.

	December 31,									March 31, 2004
	2003			2002			2001
	(dollars in thousands)
Cash and cash equivalents	$	23,423		$	57,584		$	37,500		$	19,646
Settlement receivables		15,937			20,828			33,378			11,093
Settlement liabilities – due to related parties		(17,624	)		(56,962	)		(47,859	)		(10,060	)
Net cash position	$	21,736		$	21,450		$	23,019		$	20,679

The approximately $499.2 million required to consummate the recapitalization on March 10, 2004 was derived from $4.2 million of existing cash and cash equivalents, $235.0 million of gross proceeds from the offering of old notes and $260.0 million of initial borrowings under our senior secured credit facilities (excluding letters of credit for $6.0 million). See “Use of Proceeds.”

In connection with the recapitalization, on March 10, 2004 we entered into senior secured credit facilities arranged by Banc of America Securities LLC with Bank of America, N.A. as administrative agent in an aggregate principal amount of $280.0 million, consisting of a five-year revolving credit facility of $20.0 million and a six-year term loan facility of $260.0 million. Proceeds of the term loan under the senior secured credit facilities were used to finance in part the recapitalization and to pay related fees and expenses. The revolving credit facility will be used to provide ongoing working capital and for other general corporate purposes. See “Description of Senior Secured Credit Facilities.”

After giving effect to the recapitalization, our total consolidated debt increased and, as a result, our cash interest expense increased compared to historic levels. See “Unaudited Condensed Consolidated Financial Statements.”

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The following is a summary of our contractual cash obligations as of April 1, 2004, including the notes and our senior secured credit facilities:

Contractual Cash Obligations	Total			Less than 1 Year (1)			1-3 Years		4-5 Years		After 5 Years
	(dollars in thousands)
Long-term debt	$	497,600		$	9,750		$	26,000	$	28,600	$	433,250
Operating leases		3,225			369			955		950		951
Employment agreements		1,000	(2)		1,000	(2)		—		—		—
Total cash obligations	$	501,825		$	11,119		$	26,955	$	29,550	$	434,201

(1) Amount represents the remaining 9 months of the fiscal year ended December 31, 2004.

(2) In May 2004, we made noncompete payments in the amount of $500,000 to each of our former Chief Financial Officer and our former Chief Operating Officer upon termination of employment.

Capital expenditures totaled $7.0 million, $9.8 million and $6.3 million for the years ended December 31, 2003, 2002, and 2001, respectively, and $0.9 million and $3.5 million for the quarters ended March 31, 2004 and 2003, respectively. Included in capital expenditures were funds spent on software development, mainly for QCP Web and similar products, of $1.0 million, $2.0 million and $2.8 million for the years ended December 31, 2003, 2002 and 2001, respectively, and $0.1 million and $0.4 million for the quarters ended March 31, 2004 and 2003, respectively, and funds spent on the procurement of ACMs and to upgrade ATM machinery that we acquired through acquisitions in the amounts of $5.6 million, $6.3 million and $1.0 million for the years ended December 31, 2003, 2002 and 2001, respectively, and $0.7 million and $3.1 million for the quarters ended March 31, 2004 and 2003, respectively. We expect our capital expenditures for fiscal 2004 to be approximately $3.0 million. We have met our capital requirements to date through cash flows from operating activities.

Cash flows used in financing activities were $63.1 million, $52.3 million, and $56.8 million for the years ended December 31, 2003, 2002, and 2001, respectively, and $22.2 million and $9.8 million for the quarters ended March 31, 2004 and 2003, respectively. These cash outflows were a result of cash distributions made to our owners, offset partially by minority capital contributions from IGT related to QuikPlay, LLC.

Bank of America, N.A. supplies us with currency needed for normal operating requirements of our ATMs pursuant to a treasury services agreement. Under the terms of this agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs multiplied by the average London Interbank Offered Rate, or LIBOR, for one-month United States dollar deposits for each day that rate is published in that month plus a margin of 25 basis points. We are therefore exposed to interest rate risk to the extent that the applicable LIBOR rate increases. As of June 30, 2004, the rate in effect, inclusive of the 25 basis points margin, was 1.6%, and the currency supplied by Bank of America, N.A. pursuant to this agreement was $273.0 million.

Our QuikPlay joint venture with IGT is operated through a Delaware limited liability company, of which we own 60% of the equity interests and of which IGT owns 40% of the equity interests. The joint venture was formed to develop and market a cash access product that allows patrons to utilize a debit card to access cash directly at slot machines. Pursuant to the terms of our agreement with IGT, we are obligated to invest up to our pro rata share of $10.0 million in capital to QuikPlay. As of March 31, 2004, we had invested a total of $2.8 million in QuikPlay. Our obligation to invest additional capital in QuikPlay is conditioned upon capital calls, which are in our sole discretion.

The cash generated by CashCall Systems, Inc., our subsidiary that manages our Canadian operations, provides sufficient working capital for the operations of CashCall Systems, Inc. We process cash access transactions for CashCall Systems, Inc. pursuant to the terms of a transfer pricing agreement under which CashCall Systems, Inc. pays us a processing fee equal to the portion of our expenses allocable to processing such transactions.

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We believe that borrowings available under our senior secured credit facilities and operating cash flows will be adequate to meet our anticipated future requirements for working capital, capital expenditures and scheduled interest payments on the notes and under our senior secured credit facilities through at least the next 12 months. Although no additional financing is currently contemplated, we will seek, if necessary or otherwise advisable and to the extent permitted under the indenture governing the notes and the terms of the senior secured credit facilities, additional financing through bank borrowings or public or private debt or equity financings. We cannot assure you that additional financing, if needed, will be available to us, or that, if available, the financing will be on terms favorable to us. The terms of any additional debt or equity financing that we may obtain in the future could impose additional limitations on our operations and/or management structure. We also cannot assure you that our estimates of our reasonably anticipated liquidity needs are accurate or that new business developments or other unforeseen events will not occur, resulting in the need to raise additional funds.

Off-Balance Sheet Arrangements

We obtain currency to meet the normal operating requirements of our ATMs and ACMs pursuant to a treasury services agreement with Bank of America, N.A. Under this agreement, all currency supplied by Bank of America, N.A. remains the sole property of Bank of America, N.A. at all times until it is dispensed, at which time Bank of America, N.A. obtains an interest in the corresponding settlement receivable. Because it is never an asset of ours, supplied cash is not reflected on our balance sheet. Because Bank of America, N.A. merely obtains an interest in our settlement receivables, there is no liability corresponding to the supplied cash reflected on our balance sheet. The fees that we pay to Bank of America, N.A. pursuant to the treasury services agreement are, however, reflected as interest expense in our financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to foreign currency exchange risk. We operate and conduct business in foreign countries and, as a result, are exposed to movements in foreign currency exchange rates. Our exposure to foreign currency exchange risk related to our foreign operations is not material to our results of operations, cash flows or financial position. At present, we do not hedge this risk, but continue to evaluate such foreign currency translation risk exposure. At present, we do not hold any derivative securities of any kind.

Bank of America, N.A. supplies us with currency needed for normal operating requirements of our ATMs pursuant to a treasury services agreement. Under the terms of this agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs multiplied by the average London Interbank Offered Rate, or LIBOR, for one-month United States dollar deposits for each day that rate is published in that month plus a margin of 25 basis points. We are therefore exposed to interest rate risk to the extent that the applicable LIBOR rate increases. As of June 30, 2004, the rate in effect, inclusive of the 25 basis points margin, was 1.6% and the currency supplied by Bank of America, N.A. pursuant to this agreement was $273.0 million.

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BUSINESS

Overview

We are the largest provider of cash access products and services to the gaming industry in the United States, Canada, the Caribbean and the United Kingdom. We contractually provide our cash access products and services to patrons at approximately 70% of the gaming establishments in these markets. We provide what we believe to be the broadest suite of cash access products and services to the gaming industry. Our cash access products and services allow gaming patrons to access funds through a variety of methods, including credit card cash advances, POS debit card transactions, ATM withdrawals, check cashing transactions and money transfers. We also own what we believe to be the largest gaming patron credit bureau database, which is recognized in the industry as the premier resource for underwriting patron credit decisions. In 2003, we processed over 60 million transactions, representing approximately $12 billion in face value. For the year ended December 31, 2003, we generated revenues, operating income and net income of $356.4 million, $63.8 million and $58.4 million, respectively. From 2000 to 2003, our revenues grew at a compound annual growth rate of 13.8%, which compared favorably to the estimated 5.6% compound annual growth rate in total U.S. gaming revenues during such period.

We provide our cash access services to patrons at approximately 920 gaming establishments. We have contracts with eight of the top ten gaming operators in the United States, including Harrah’s Entertainment, Inc., Caesars Entertainment, Inc., Mandalay Resort Group, Boyd Gaming Corporation, Foxwoods Resort Casino, Mohegan Tribal Gaming Authority, Trump Hotels & Casino Resorts, Inc. and Penn National Gaming, Inc., and three of the top four gaming operators in the United Kingdom. Our contracts are generally exclusive for terms ranging from three to five years.

We generate revenues by charging patrons and gaming establishments service fees for the use of our cash access services. We typically share a portion of our service fees with gaming establishments in the form of commissions. The ability to combine our value-added customer relationship marketing products and services with our full suite of cash access products and services has allowed us to consistently demand a pricing premium relative to our competition. Our customer relationship marketing products and services help gaming establishments strengthen their patron relationships by leveraging a significant marketing database of patron and transaction information using innovative reporting and marketing technologies.

Cash Access Services

Unlike the traditional merchant environment, the delivery of our cash access services, and the products through which they are delivered, need to meet extremely high standards of reliability and efficiency in order to handle the high transaction volume of the gaming industry. The following table highlights the cash access services we offer through our innovative products.

Service	Description	% of 2003 Revenues		2003 Transactions
Cash Advance	Credit card cash advances enable a gaming patron to access funds up to a specified limit set by the card-issuing bank. Our POS debit card transactions are processed much like a regular merchant transaction, whereby a patron is able to access funds up to the cardholder’s POS limit, which is usually higher than the daily ATM limit.	52.4	%	8.1 million
ATM	Through our network of over 1,000 ATMs and ACMs, a patron can withdraw funds directly from his or her account.	37.1	%	45.7 million
Check Cashing	The TeleCheck check verification, processing and guarantee service, for which we are the only marketer to the gaming industry in the U.S., except for the state of Michigan, enables the cashing of patron checks at the casino cashier.	7.4	%	6.4 million
Central Credit	Gaming establishments subscribe to our Central Credit service to obtain detailed credit information for the purpose of reducing the risk associated with extending markers to patrons.	2.8	%	4.9 million

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Industry Drivers

The target customers for our cash access products and services are the approximately 1,350 gaming establishments in the United States, Canada, the Caribbean and the United Kingdom. The U.S. gaming industry, where we generate a majority of our revenues, is estimated to have generated more than $40 billion in total gaming revenues in 2003. These gaming establishments include traditional, land-based casinos, gaming establishments operated on Native American lands, riverboats and cruise ships with gaming operations, pari-mutuel wagering facilities and card rooms. The expanding demand for cash access services has been fueled by growth in the gaming industry. The broadening demographic profile of gaming patrons and the liberalization of gaming legislation have all contributed to growth in the gaming industry. Over the past four years, total gaming revenues in the U.S. grew at an estimated compound annual growth rate of 5.6%. Based on the following four drivers, we believe that demand for cash access services will continue to grow faster than total gaming revenues.

Growth in Outsourcing of Cash Access Services. Gaming revenues depend on the amount of available funds on the gaming floor. Therefore, the selection of a cash access services provider is critical to a gaming establishment’s business. Without cash access services, gaming revenues would be limited by the amount of cash that patrons bring to gaming establishments. Most gaming establishments in the United States outsource their cash access services to third-party providers because providing these services is not a core competency of gaming operators. Conversely, most international gaming operators do not currently provide cash access services, but rather provide lines of credit to their patrons. As many of these operators look to adopt U.S.-style gaming practices as a means to improve their profitability by increasing the amount of available funds on the casino floor through the use of cash access products and services, we believe that international gaming operators will increasingly seek to utilize third parties to provide a broader range of cash access services.

Continuation of Cash-to-Card Conversion. Consumer acceptance and utilization of card-based payment instruments will continue to grow the demand for cash access services. According to the Federal Reserve Bank of Kansas City, debit card-based transactions in the United States have increased at an annual growth rate of 32% between 1995 and 2002. We believe that the proliferation of card-based payment instruments in retail environments and consumer expectation of the availability of card-based payment instruments has led to a general reduction in the amount of cash that patrons bring to gaming establishments, thereby spurring demand for cash access services.

Evolution of Cash Access Technologies. We believe that the continued growth in cash access transactions will be governed by the delivery products’ ease of use. Patrons who are driven away by complex or time consuming transactions will migrate towards more intuitive and faster methods of accessing their funds. A cash access provider’s ability to continually increase the number of cash access services, improve the products from which they are delivered and maximize the reliability of the technologies will increase overall patron usage. Cash access products and services that expedite or eliminate transactions at the cashier will increase the amount of funds on the gaming floor and reduce cashier labor costs.

Increases in Cash Access Surcharges. Gaming establishments set the surcharge amounts that cash access providers impose upon their patrons. Because they receive a portion of these surcharges through commissions, gaming establishments are able to increase revenues by increasing surcharges. Consistent with past practices, we believe that cash access providers will benefit as gaming establishments continue to increase surcharges as a means of improving profitability.

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Competitive Strengths

We believe that the following competitive strengths will allow us to remain a leading cash access provider to the gaming industry:

Leading Industry Position. We contractually provide our products and services to approximately 70% of the gaming establishments in the United States, Canada, the Caribbean and the United Kingdom. We believe that we have captured this leading position by being the only full-service provider to the gaming industry by offering products and services for all types of cash access transactions, various marketing products and services and gaming patron credit information. As of March 31, 2004, all of our top 20 customers, in terms of revenues, procured more than one core offering from us. In addition to our long-standing relationships with a majority of our gaming operator customers, our products enjoy high brand recognition among patrons. In 2002, based on a survey of 13 of our largest customers, approximately 85% of the dollars accessed using our cash access services were by patrons who were repeat users.

Impressive Contract Retention and Acquisition. All of our customers enter into contracts with us that typically have a length of three to five years. Over the last two years, we were successful in renewing contracts representing approximately 88% of the revenues relating to contracts scheduled to expire. We believe that this impressive contract renewal rate is a result of our long-standing customer relationships, high level of service and premium offering of value-added products and services. We also have been successful in winning contracts that we had previously not held when those contracts were up for competitive bidding. We have won contracts representing approximately 70% of the revenues available under all such contracts during 2002 and 2003 (calculated on a weighted-average basis during such period). We believe that our long-term contracts result in predictable revenues and cash flow.

Diversified Customer Base. We provide cash access products and services to approximately 920 gaming establishments in 44 U.S. states, Canada, the Caribbean and the United Kingdom. These gaming establishments range from the world’s largest casinos to local card rooms. Our largest corporate customer and single gaming property accounted for less than 12.1% and 3.5%, respectively, of our cash advance and ATM revenues for the quarter ended March 31, 2004. Given the legislative trend toward increasing the number of states and Native American jurisdictions that allow gaming and the types of gaming that are permitted, our revenues are well dispersed throughout the country with the Nevada and New Jersey markets accounting for approximately 27.3% and 9.8%, respectively, of our cash advance and ATM revenues for the quarter ended March 31, 2004. We believe that the distribution of our revenues closely resembles that of the total gaming revenues throughout the United States.

Broadest Product Offering. We believe that our ability to combine what we believe to be the gaming industry’s broadest suite of innovative cash access products and services, value-added customer relationship marketing products and services and access to the industry’s largest gaming patron credit bureau database provides us with a competitive advantage when pursuing new contracts or renewing existing relationships. As the technology and integration of cash access systems evolve, we believe that many gaming establishments will continue to seek to procure as broad an array of offerings as possible from a single source provider. Our competitors’ product offerings are often limited to only one or two cash access services, and as a result, gaming establishments that do not exclusively use our services are compelled to manage multiple provider relationships. We believe that utilizing multiple providers may reduce a gaming establishment’s operating efficiency and ability to realize synergies that stem from an integrated offering.

Differentiating Technology. We have invested a significant amount of capital to develop what we believe to be the industry’s most innovative cash access products and services. As a result, we continue to provide our customers with new, more effective products for accessing cash and improving patron relationships. For example, QCP Web, our PC-based, web-enabled technology platform, is unique in the marketplace because it offers all of our non-ATM cash access services through a single architecture, thus eliminating a gaming

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establishment’s need to operate disparate hardware and software platforms. Since QCP Web is integrated into the cashier’s existing desktop operating environment, we believe that it would be inefficient for a gaming establishment operator to replace our single point of contact with our competitors’ multiple hardware devices. As we develop new methods of accessing funds, our web-based architecture will allow us to rapidly and cost-effectively deploy new features and offerings over our existing infrastructure. In addition, we are the sole provider in the gaming industry of the “3-in-1 rollover” feature, which is a patented method that allows a patron to easily convert an unsuccessful ATM cash withdrawal into a POS debit card transaction or credit card cash advance. We believe that this patented method increases the number of dollars that flow to the gaming floor, the amount of commissions payable to gaming establishments and overall gaming revenues. Since 1998, as a validation of our differentiating technology, Casino Journal has named a total of five of our products to its annual list of the “Top 20 Most Innovative Gaming Products.”

Reliability. Since gaming revenues are dependent on the amount of funds on the gaming floor, the reliability of cash access products and services is paramount to a gaming establishment’s performance. Our 99% up-time guarantee has established us as the lowest risk provider of cash access products and services in the industry. The proven reliability of our mission critical systems offers substantial protection against the damaging effect on gaming revenues caused by service interruption. Unlike many of our competitors, we utilize a network of dual data centers and redundant telecommunication lines that was specifically designed to withstand the stresses of the gaming industry’s processing requirements. Our competitors rely on third-party transaction processors that are oriented to serve traditional merchant processing environments, which typically have different service support schedules than the gaming industry requires. As a result, we believe that we experience less downtime during peak gaming hours, with a lesser impact on gaming establishments’ revenues, than our competitors. Our mission critical systems standards resulted in an average up-time of 99.9% in 2003.

Premier Resource for Gaming Patron Credit Information. We own what we believe to be the world’s largest gaming patron credit bureau database, which is recognized in the industry as the premier resource for underwriting markers. Our Central Credit service tracks patron markers from a majority of gaming establishments around the world. With over 40 years of gaming patron credit history, Central Credit has accumulated irreplaceable transaction data on over 10 million patrons. To our knowledge, Central Credit is the sole third-party source of gaming patron credit bureau information and in New Jersey it has even been legislated that all gaming establishments desiring to extend credit verify patrons’ gaming credit limits and outstanding balances through a gaming patron credit bureau. We believe that almost every gaming establishment that extends credit utilizes our Central Credit service. In addition to its importance in the gaming industry, Central Credit provides us with a very stable source of revenues and cash flow and creates opportunities for us to market our other cash access products and services.

Proven and Experienced Management Team. Led by President and Chief Executive Officer Kirk Sanford, our management team has an average of approximately 15 years of experience in the cash access and gaming industries. Most of our senior managers have been with us for several years, providing significant continuity of leadership. Furthermore, management has demonstrated its ability to build our revenue and customer base, develop innovative technologies and control costs.

Business Strategy

We intend to continue to expand our business, enhance our competitive position and increase our revenues and cash flow by focusing on the following:

Deepen our Existing Customer Relationships. We intend to continue to increase the number of services that we provide to our existing customers. Many gaming establishments procure some, but not all, of the products and services we provide. For example, although we have quickly become what we believe to be the largest provider of ATM services to the U.S. gaming industry since acquiring certain gaming ATM portfolios in late fiscal 2000, fewer of our customers utilize our ATM services than our cash advance services. We believe that

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increasing the penetration of our ATM services is a significant opportunity for us. We can also increase the number of services that we provide to existing customers by leveraging our value-added customer relationship marketing products and services. By combining our customer relationship marketing products and services with the cash access services that we currently provide to gaming establishments, our customers can benefit from our integrated service offering. The unique technology platform of our QCP Web product will allow us to remotely add services to our customers’ cashier facilities without the need to update or upgrade their local hardware or software. As of March 31, 2004, we had approximately 1,100 QCP Web workstations in operation at approximately 150 different gaming establishments.

Focus on Differentiating Technology. We intend to continue focusing on improving the technology of our full suite of products and services as a means to further differentiate us from our competition. While the processing of cash access transactions is relatively standardized, we believe that the efficient delivery of these transactions is a differentiating factor in the marketplace. Aggregating diverse financial services onto a single integrated hardware and software platform, employing emerging technologies such as biometric facial recognition, wireless communication and cashless gaming, and providing secure remote access to patron and transaction information via the Internet are all examples of the continuing evolution of our cash access products. We believe that the ability to introduce and respond to technological innovation in the gaming industry will be an increasingly important qualification for any provider’s future success.

Continue to Benefit from Our Highly Variable Cost Structure. We strive to be the most cost-effective provider of cash access products and services to the gaming industry. We have a highly variable cost structure, with variable costs accounting for more than 90% of our total costs in fiscal 2003. Although we are not burdened by a large amount of fixed overhead, we will continue to analyze areas for margin improvement. For example, in 2003, we demonstrated our ability to reduce our cost structure, as we implemented seven key initiatives that we believe will account for approximately $22 million in annual cost reductions compared to fiscal 2002.

Further Capitalize On Our Proprietary Databases. We plan to continue to build and capitalize upon our proprietary patron marketing database and our exclusive database of gaming patron credit bureau information. Our patron marketing database continues to grow as our credit card cash advance and check cashing transaction volume increases. Our gaming patron credit bureau database continues to grow as patrons apply for and receive markers from gaming establishments. Our customer relationship marketing products and services allow gaming establishments to access our proprietary patron marketing database to specifically target their loyalty building programs. Since marketing is one of a gaming establishment’s largest cost items, we believe that our customers will find our marketing services increasingly helpful as they try to attract new patrons and retain valued patrons. By enhancing our cash access services with our value-added customer relationship marketing products and services, we intend to continue to differentiate our premium product offering from commodity cash access services in the industry.

Expand Our Customer Base. We intend to expand our customer base by leveraging our competitive advantages. We believe that our ability to be the sole provider of what we believe are some of the industry’s most advanced cash access products and services is a compelling proposition to many gaming operators whose contracts with our competitors are reaching expiration. We believe there are over $225 million in revenues under competitive contracts that are either expired or coming due in the next three years. We also intend to expand our customer base by developing additional channels for our services. For example, our new alliance with NRT incorporates our credit card cash advance, POS debit card and ATM services into QuickJack Plus, a self-service slot voucher redemption kiosk that is supplied and marketed by NRT to gaming establishments. When a patron presses the cash out button on a cashless slot machine, the patron receives the value of the winnings on a paper voucher dispensed from a printer embedded in the slot machine. The voucher can then be inserted into other slot machines or exchanged for cash at a QuickJack Plus kiosk. Because the QuickJack Plus kiosk does not initiate cash access transactions, we view this product as a complementary means for us to conveniently offer our cash advance and ATM services to patrons who use a QuickJack Plus kiosk to redeem slot vouchers. The combination of these product offerings provides us with additional points of contact with gaming locations that are typically

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closer to the slot machines than traditional cash access devices on the periphery of the gaming floor. As the gaming industry evolves, whether through the use of stored value cards, legalized Internet gaming, or the use of cell phones or personal digital assistants, we believe that our unique system architecture will enable us to deliver our services over any device.

Further Diversify Our Geographic Focus. We plan on growing our business by further broadening our geographic presence. For instance, we believe that our relationships with many of the largest United States and United Kingdom gaming operators will allow us to benefit from the proposed liberalization of gaming regulations in the United Kingdom. The most significant proposed change would liberalize the United Kingdom’s casino laws allowing for an increase in the number of gaming establishments and the number of slot machines. In addition, the proposed changes would reduce operating limitations by allowing casinos to provide additional gaming products, eliminating the required waiting period before a patron may begin gaming at a gaming establishment, and eliminating the requirement that patrons join the membership of a gaming establishment before engaging in any gaming activities at the gaming establishment. We also plan on expanding our operations to established gaming markets such as continental Europe and Australia, where we believe significant cash access opportunities exist.

Products and Services

Cash Access Products and Services

We provide what we believe to be the broadest suite of cash access products and services to the gaming industry.

Casino Cash Plus 3-in-1 ATM. Our Casino Cash Plus 3-in-1 ATM is an unmanned, cash-dispensing machine that offers patrons a quick way to access cash through credit card cash advances, POS debit card transactions and ATM cash withdrawal services, including the “3-in-1 rollover” feature. ATM transactions may be completed at the device without the assistance of the cashier. For successful credit card cash advances and POS debit card transactions, once the transaction is authorized, the Casino Cash Plus 3-in-1 ATM instructs the patron to proceed to the cashier. The cashier verifies the patron’s card and identity, produces a negotiable draft that is payable to the gaming establishment, and dispenses cash to the patron after the patron endorses the draft. The Casino Cash Plus 3-in-1 ATM can also be used as a marketing tool through “property-branded” graphics and customized promotional messages on its overhead monitor and printing of customized receipts. Casino Journal named our Casino Cash Plus 3-in-1 ATM to its list of the “Top 20 Most Innovative Gaming Products” for 1998. As of March 31, 2004, we had approximately 750 Casino Cash Plus 3-in-1 ATMs in operation at approximately 240 gaming establishments.

Automated Cashier Machine. Our Automated Cashier Machine, or ACM, is the successor generation device to our Casino Cash Plus 3-in-1 ATM. The ACM is an unmanned, cash-dispensing “virtual cashier” that offers patrons a quick way to access cash through credit card cash advances, POS debit card transactions, ATM cash withdrawals, including the “3-in-1 rollover” feature, and check cashing. ATM transactions may be completed at the ACM without the assistance of the cashier. To complete credit card cash advances, POS debit card transactions and check cashing transactions at an ACM, the patron must complete a brief enrollment during his or her initial visit to the cashier. During the enrollment process, the cashier gathers certain pieces of identification and account information and take a digitized photograph of the patron’s face. After enrollment, our ACMs use biometric facial recognition technology, as a surrogate for face-to-face interaction with the cashier, to verify the patron’s identity. For successful Visa U.S.A. and MasterCard International credit card cash advances and POS debit card transactions, the ACM currently instructs the patron to proceed to the cashier. The cashier verifies the patron’s card and identity, produces a negotiable draft that is payable to the gaming establishment, and dispenses cash to the patron after the patron endorses the draft. Visa U.S.A. and MasterCard International have always required face-to-face interaction with cardholders to complete cash advances. The use of biometric facial recognition is not an accepted surrogate to face-to-face interaction. We have been actively working with Visa U.S.A. and MasterCard International to achieve the acceptance of biometric facial recognition as an

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approved transaction completion protocol. All other types of credit card cash advances and POS debit card transactions and all check cashing transactions can be completed at the ACM without utilizing the cashier. We believe that our ACM is the only product of its kind that allows patrons to perform certain credit card cash advances, POS debit card transactions and check cashing transactions all without visiting the cashier. The ACM reduces transaction turnaround time and eliminates patron trips to the cashier, resulting in a more dollars to the gaming floor, a more pleasant patron experience, and reduced cashier labor costs. Other services, such as the ability to purchase show tickets, can be added to the ACM with minimal effort. The ACM can also be used as a marketing tool through “property-branded” graphics and customized promotional messages on its overhead interface monitor and printing of customized receipts. Casino Journal named our ACM to its list of the “Top 20 Most Innovative Gaming Products” for 2001. We began deploying ACMs during fiscal 2002, and as of March 31, 2004, we had approximately 279 ACMs in operation at approximately 38 gaming establishments.

QuikCash. Our QuikCash terminals are customer-activated, touch screen terminals that provide patrons with access to credit card cash advances and POS debit card transactions. These terminals are available in countertop, wall-mount or free-standing styles that can be installed virtually anywhere in a gaming establishment or handheld portable terminals that can be taken directly to the gaming area. Following approval of transactions at a QuikCash terminal, patrons may retrieve and endorse negotiable drafts at the cashier with gaming establishment personnel only collecting minimal information. We believe that QuikCash is the most recognized cash access brand name in the gaming industry. As of March 31, 2004, we had approximately 3,200 QuikCash terminals in operation at approximately 921 gaming establishments.

QuikCash Plus Web. QCP Web is a browser-based software product for gaming establishment cashier personnel to access all of our cash access products and services, excluding our ATM services, from a single PC, minimizing the impact on cashier space by eliminating multiple pieces of disparate hardware. QCP Web is delivered as an application service (with a customizable user interface) so that gaming establishments can easily bring additional workstations online by simply connecting them to the application server. Because QCP Web is delivered as an application service accessible from our servers through a gaming establishment’s existing PCs and network, software upgrade hassles and additional hardware investment are avoided. QCP Web utilizes patron profiles from our database to eliminate or reduce manual data input by the cashier. We believe that our QCP Web product provides better customer efficiency and patron service levels than the disaggregated product offerings of our competitors. As of March 31, 2004, we had approximately 1,100 QCP Web workstations in operation with approximately 150 different gaming establishments. Casino Journal recently recognized QCP Web as one of the “Top 20 Most Innovative New Gaming Products” for 2003.

Central Credit. Through our wholly-owned subsidiary, Central Credit, LLC, we own the largest gaming patron credit bureau database in the markets in which we operate. Through this database, we provide gaming establishments with access to credit information enabling them to manage the risk of extending credit to patrons. We offer a variety of tools that help gaming establishments make credit-granting decisions. Our gaming credit reports are comprised of information recorded from patron experiences at hundreds of gaming establishments. We can apply a gaming establishment’s credit rules or business logic to our gaming credit reports to provide our customers with a means of underwriting patron credit requests in advance of their arrival or upon demand in person. To augment the information provided in our gaming credit reports with non-gaming credit information, gaming establishments may obtain credit reports or bank ratings on patrons through our relationships with consumer credit bureaus and bank reporting agencies. We believe that almost every gaming establishment that extends credit uses our Central Credit services. As of March 31, 2004, we provided our Central Credit services to approximately 301 gaming establishments.

TeleCheck. Through a contractual relationship with TeleCheck, we are currently the only marketer of the TeleCheck check verification, processing and guarantee service to gaming establishments, except in the state of Michigan. To complete a typical check cashing transaction, the patron tenders a check payable to the gaming establishment, the cashier or ACM scans the patron’s check to extract checking account information, the TeleCheck database is queried using the checking account information, and based upon the patron’s checkwriting

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history and certain other risk criteria, TeleCheck either issues or does not issue an authorization that guarantees payment on the check. If an authorized check is subsequently dishonored, TeleCheck purchases the check for its face amount, thereby eliminating any collections risk to the gaming establishment. TeleCheck is the world’s leading provider of paper and electronic check services. As of March 31, 2004, approximately 170 gaming establishments were using the TeleCheck service.

Western Union. Through a contractual relationship with Western Union Financial Services, Inc., we are the exclusive marketer to the gaming industry of Western Union’s electronic and paper-based systems for transferring funds worldwide. As of March 31, 2004, approximately 70 gaming establishments provided Western Union money transfer services.

QuikCredit. Where permitted by applicable law, we provide the QuikCredit service to gaming establishments that do not extend credit to their patrons. Our QuikCredit service can be used to provide up to $5,000 of credit to patrons who deposit checks under deferred presentment terms. Before using QuikCredit, a patron must enroll in the program at any participating gaming establishment. To use QuikCredit, a patron deposits a check that is payable to us with the gaming establishment, subject to the gaming establishment’s agreement not to present the check for payment for a specified period of time. QuikCredit then seeks an authorization from us. We query the Central Credit database and the TeleCheck database, but do not seek an authorization from TeleCheck. If the check and checkwriter satisfy certain risk criteria and underwriting guidelines, we issue an authorization to the gaming establishment to endorse the check over to the gaming establishment and dispense funds. If any authorized check is subsequently dishonored, we purchase the check from the gaming establishment for its face amount, thereby eliminating any collection risk to the gaming establishment. By basing our authorization decisions on reliable information sources, we are able to reduce our credit risk. QuikCredit is a relatively new service of ours. The average available credit line under QuikCredit is approximately $1,500 and we have enjoyed favorable collection rates on our QuikCredit checks. As of March 31, 2004, 9 gaming establishments were using QuikCredit. Patrons who have enrolled in QuikCredit at any participating gaming establishment may access their available credit at any other participating gaming establishment.

QuikFunds. Our QuikFunds service allows a patron using interactive voice response telephony to transfer funds from a credit card or checking account to the patron’s account at a pari-mutuel wagering facility.

Customer Relationship Marketing Products and Services

QuikReports. QuikReports is a browser-based reporting tool through which we provide gaming operators with real-time access to, and analysis of, information on patron cash access activity through a secure Internet connection at user-specified levels of detail ranging from aggregated summary information to individual cash access transactions. For example, an operator may use QuikReports to focus its marketing efforts on target patrons by generating a report of the patrons who accessed the greatest amounts of cash at the operator’s gaming establishment during a specified period, and comparing the amounts of cash accessed at the operator’s gaming establishments with the amounts of cash accessed at other gaming establishments that are part of our network. A gaming establishment may also use QuikReports to monitor or analyze the cash access practices of its patrons to determine peak periods, the relative popularity of various cash access methods, or the traffic volumes, at particular machines in particular locations.

QuikMarketing. Through our QuikMarketing service, we query our marketing database of more than approximately 12 million gaming patrons using criteria supplied by the gaming establishment. We then distribute gaming establishment-supplied marketing materials to patrons in our database that match target patron criteria supplied by the gaming establishment. In 2003, some of our largest customers, including Harrah’s Entertainment, Inc., Caesars Entertainment, Inc. and Trump Hotels & Casino Resorts, Inc. utilized our QuikMarketing services to execute approximately 40 projects which sent out approximately 650,000 pieces of mail. Our marketing database includes information that is captured from transactions we process in which personal information is

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available, i.e. ATM transactions are not included. As the applicable transaction volume increases, we continue to build existing patron profiles and add new patron profiles. During 2003, we added approximately 84,000 new patron profiles each month.

QuikMedia. Our QuikMedia service enables gaming establishments to control the delivery of customized multimedia marketing content to captive audiences through high-definition monitors mounted on top of our ACM and Casino Cash Plus 3-in-1 ATM machines. We also have the capability to assist gaming establishments with the creation of the multimedia content.

Other Services. We also provide patron database enhancement and analysis services, call campaign services, direct mail campaign services and VIP paging services to help gaming establishments focus their marketing efforts on specific types of patrons.

Cashless Gaming Initiatives

One of the significant trends in gaming over recent years has been the movement towards cashless gaming as a more efficient means for gaming operators to manage their slot machine operations. Although cashless gaming reduces the amount of cash utilized in slot machines, and as a result reduces casino labor needs, we do not believe it will impact our core product offering as gaming patrons have the same requirement for funds in both a cashless and a traditional gaming environment. To capitalize on the movement towards cashless gaming initiatives, we have developed, together with our strategic partners, products that facilitate an efficient means of accessing funds in a cashless gaming environment. Our cash access services are platform independent and our existing infrastructure has been designed to be adaptable to new platforms or operating environments.

QuikPlay. Through our joint venture with IGT, the patent-pending QuikPlay cashless gaming product provides slot machine patrons secure access to their funds without having to leave the machine they are playing. Rather than insert cash into a QuikPlay-enabled slot machine, patrons may access their funds by swiping debit cards directly at the machine. The QuikPlay product offers convenience and safety by reducing the amounts of cash carried by patrons and ameliorates the cash-handling burden of gaming establishments. We believe that the introduction of cashless payment methods directly at the slot machine has the potential to revolutionize slot machine gaming in the same way that the introduction of bill acceptors at the slot machine did. As of December 31, 2003, QuikPlay-enabled slot machines had been deployed at one gaming establishment to conduct a patron acceptance test. We are currently seeking regulatory approval in order to deploy QuikPlay-enabled slot machines at additional locations. Given that there are an estimated 725,000 slot machines in the United States, we believe that the QuikPlay product will provide a significant growth opportunity for us. Casino Journal named our QuikPlay cashless gaming product to its list of the “Top 20 Most Innovative Gaming Products” for 2002.

QuickJack Plus. We have incorporated our credit card cash advance, POS debit card transaction and ATM services into QuickJack Plus, which is a multi-function self-service slot voucher redemption kiosk that is supplied and marketed by NRT. When a patron presses the cash out button on a cashless slot machine, the patron receives the value of the winnings on a paper voucher dispensed from a printer embedded in the slot machine. The voucher can then be inserted into other slot machines or exchanged for cash at a QuickJack Plus kiosk. Because the QuickJack Plus kiosk does not initiate cash access transactions, we view this product as a complementary means for us to conveniently offer our cash advance and ATM services to patrons who use a QuickJack Plus kiosk to redeem slot vouchers. The combination of these product offerings provides us with additional points of contact with gaming patrons at locations that are typically closer to the slot machines than traditional cash access devices on the periphery of the gaming floor. In addition, by incorporating these cash access services into QuickJack Plus, we enjoy the benefit of NRT’s existing relationships with gaming establishments and its sales and marketing efforts directed towards additional gaming establishments. We have the exclusive right to provide cash access services on NRT’s self-service redemption devices. Casino Journal recently recognized QuickJack Plus as one of the “Top 20 Most Innovative New Gaming Products” for 2003.

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Competition

We face intense competition from three different types of competitors or potential competitors:

• Third-Party Cash Access Providers. For cash access services other than ATM withdrawals, our largest competitors are third-party providers of cash access services that contract with gaming establishments to provide cash access services that are competitive with ours. In this regard, we compete primarily with Game Financial Corporation, operating as GameCash, a direct or indirect subsidiary of Certegy Inc.; Comerica Bank; and Cash Systems, Inc. Although we face significant competition, we believe that our nearest credit card cash advance competitor processes fewer than 15% of the aggregate dollar volume of credit card cash advances in United States gaming establishments.

• ATM Operators. For ATM withdrawals, we compete with a number of financial institutions that operate ATM machines on the premises of gaming establishments. In this regard, we compete primarily with U.S. Bank and other regional and local banks.

• In-House Cash Access Providers. In the past, some gaming establishments operated their own in-house cash access systems that provided certain functionality that was competitive with our products and services, and many gaming establishments are capable of providing in-house cash access services should they decide not to outsource to us or one of our competitors. Most gaming establishments outsource their cash access services to third party providers because providing these services is not a core competency of gaming operators, and because operators are unable to achieve the same operating leverage that can be obtained by third party providers who deploy cash access services across multiple gaming establishments.

Customer Relationships

We enter into contracts with our customers to provide our cash access services to their patrons. Our contracts are typically exclusive for a term ranging from three to five years in duration, and are often renewed for multiple terms. Wherever possible, we enter into “enterprise-wide” contracts with entities that directly or indirectly own or control multiple gaming establishments. Our relationships with our top ten customers by revenue for the year ended December 31, 2003 range in duration from four to twelve years:

Name	Start of Contractual Relationship
Harrah’s Entertainment, Inc.	December 1995
Caesars Entertainment, Inc.	March 1999
Mandalay Resort Group	October 1998
Station Casinos, Inc.	December 1999
Mohegan Tribal Gaming Authority	March 1996
Trump Hotels & Casino Resorts, Inc.	March 1996
Foxwoods Resort Casino	February 1992
Pechanga Resort & Casino	December 1999
Boyd Gaming Corporation	June 1994
Casino Arizona at Salt River	March 1999

We typically enter into one contract for credit card cash advances and POS debit card transactions and separate contracts for each of our ATM and Central Credit services. Our customers contract directly with the providers of the TeleCheck check verification, processing and guarantee service and Western Union money transfer services. Our standard terms and conditions include transaction completion procedures that must be followed by gaming establishment personnel, our warranty on the payment of drafts generated by our cash access services, and the monthly payment of commissions to gaming establishments. The consumer fees paid to us vary by gaming establishment location and are typically based upon the customer requested amount and/or a per transaction fee established by the gaming establishment. After we collect the patron fees, we pay the gaming establishments a commission based upon the patron fee charged less the processing fee. The commissions and processing fees vary by contract and depend upon the services provided. While we provide the equipment,

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supplies and maintenance to a majority of the gaming establishments with whom we have service contracts, certain gaming establishments have elected to replenish their own ATMs. Our contracts generally provide both us and the gaming establishments with termination rights in the event of a breach of the contract, provided, however, that the non-breaching party must provide the breaching party with written notice of the nature of the breach and allow up to 30 days for cure of the breach. Our ATM service agreements typically permit us to terminate any contract without liability if (i) the surcharging of ATM transactions is abolished or prohibited by any law or network regulation, or (ii) the installation, placement and maintenance of ATMs, which is a regulated activity, is withdrawn or materially altered by any applicable law or authority. Many of our contracts provide us with the right to provide cash access services to gaming establishments that are acquired by our gaming operator customers subsequent to entering into the contracts with us.

No single gaming establishment accounted for more than 3.5% of our cash advance and ATM revenues for the quarter ended March 31, 2004. For the year ended December 31, 2003, our five largest customers, which accounted for approximately 36.6% of our cash advance and ATM revenues, are: Harrah’s Entertainment, Inc., Caesars Entertainment, Inc., Mandalay Resort Group, Station Casinos, Inc. and Foxwoods Resort Casino. Harrah’s Entertainment, Inc., to whom we have provided cash access services since 1995, was our largest customer in the quarter ended March 31, 2004, accounting for approximately 12.1% of our cash advance and ATM revenues for the quarter.

We provide on site customer service to most of our customers in the United States through our personnel that reside in the vicinity of specific gaming establishments and are specifically assigned to tend to the customer service needs of those gaming establishments. We also operate what we believe to be the industry’s largest customer service call center from our facility in Las Vegas, Nevada that is accessible 24 hours a day, 365 days a year. Our customer service representatives assist cashier personnel and patrons in their use of our products and services. Through our use of third party translation services, our customer service representatives can serve gaming establishment customers and patrons in approximately 150 different languages.

Sales and Marketing

We use a direct sales force as the primary method of marketing and selling our products and services to gaming establishments. We strategically hire direct sales personnel that reside in close proximity to actual or potential customers. We believe that the personal relationships that our direct sales personnel form with gaming establishment personnel result in superior customer service and a significant competitive advantage.

We also market our products through joint ventures and alliances with third party providers of non-competitive services to gaming establishments. For example, we have formed alliances with NRT to incorporate certain of our cash access products and services into NRT’s self-service slot voucher redemption kiosks. This alliance allows us to provide our cash access services to gaming establishments through a third party hardware device without the incurring any capital expense for hardware or any operating expense for currency supply or maintenance. We have also formed an alliance with Hibernia National Bank to incorporate the patented “3-in-1 rollover” feature into ATMs that Hibernia National Bank operates in gaming establishments. This alliance enables us to generate revenue without any capital expense for hardware or any operating expense for currency supply or maintenance.

Equipment Supply

Other than general purpose PCs used to access our browser-based products, we supply gaming establishments with all of the hardware and equipment necessary for our cash access devices to operate in gaming establishments. We retain ownership of all such hardware and equipment. We also procure the telecommunications lines necessary to connect our hardware and equipment to our network.

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We procure the hardware and equipment needed to deploy our products and we configure and deploy them ourselves. We can procure the hardware and equipment from multiple suppliers. We generally do not maintain an inventory of hardware and equipment, but rather procure hardware and equipment on an as-needed basis. We spent approximately $6.0 million on hardware and equipment in fiscal 2003, most of which was attributable to the refurbishment of one of the ATM portfolios we acquired in late fiscal 2000 and $0.8 million for the quarter ended March 31, 2004.

Research and Development

Our business development personnel work with gaming establishments, our joint venture partners, our strategic partners and the suppliers of the financial services upon which our cash access services rely to design and develop our innovative cash access products and services, and to identify potential additional channels for distributing our cash access products and services. We are presently developing our cashless gaming initiatives with IGT and NRT.

We engage Infonox on the Web to implement our functional designs and specifications. Once they are built, we typically offer our new products and services in a beta test offering at a limited number of gaming establishments. Once our products or services are ready for commercial launch, we engage Infonox on the Web to host, operate and maintain them through its operating infrastructure.

Intellectual Property

We have three pending U.S. patent applications related to technology incorporated into our ACM and QuikPlay products, two registered trademarks related to our ACM, one registered trademark relating to our name and other trademarks, some of which are pending registration; however, we rely principally on copyrights and trade secrets for protection of our intellectual property. We believe that our competitiveness depends on the pace of our product development, copyrights, trade secrets and our relationships with customers.

Certain of our systems, such as the software that implements our QCP Web and QuikReports products and the software that drives our ACM product, were developed by Infonox on the Web, a corporation that is under common control with M&C International, to be hosted and operated on an infrastructure platform that is owned by Infonox on the Web. We own all of the intellectual property developed by Infonox on the Web to implement our products and services on such infrastructure platform, and Infonox on the Web has granted us an exclusive license in the gaming industry to use its infrastructure platform to deliver our products and services to our customers.

We enjoy use of the “3-in-1 rollover” feature pursuant to a patent license from USA Payments, a corporation that is under common control with M&C International. Under the terms of our license, we have been granted an exclusive, royalty-free license to use the patented feature in the gaming industry for a period of 10 years.

Employees

As of March 31, 2004, we had approximately 300 employees. We are not subject to any collective bargaining agreement and have never been subject to a work stoppage. We believe that we have maintained good relationships with our employees.

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Facilities

Our headquarters are located in a leased facility in Las Vegas, Nevada and consist of approximately 40,000 square feet of office space which is under a lease through May 2011. We operate a remote sales office in approximately 800 square feet of office space in Atlantic City, New Jersey under a lease through August 14, 2005. We also lease approximately 1,262 square feet of space in Reno, Nevada under a lease through July 31, 2005, which houses computer systems and equipment that constitute our backup data center. We believe that these facilities are adequate for our business as presently conducted. Each of these facilities is used by each of our business segments.

Legal Proceedings

We are threatened with or named as a defendant in various lawsuits in the ordinary course of business, such as personal injury claims and employment-related claims. It is not possible to determine the ultimate disposition of these matters; however, we are of the opinion that the final resolution of any such threatened or pending litigation, individually or in the aggregate, is not likely to have a material adverse effect on our results of operations or financial position.

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REGULATION

We are subject to a variety of gaming and other regulations in the jurisdictions in which we operate. As a general matter, we are regulated by gaming commissions or similar authorities at the state or tribal level, such as the New Jersey Casino Control Commission and New Jersey Division of Gaming Enforcement. We are typically regulated as a supplier or vendor of goods and services, and as such, we are generally subject to a lesser degree of regulation than our customers. States that classify our services as gaming-related generally subject us to a higher degree of regulation than states that classify our services as non-gaming-related. Most state and many tribal gaming regulators require us to obtain and maintain a permit or license to provide our services to gaming establishments. The process of obtaining such permits or licenses often involves substantial disclosure of information about us and the individuals that control our company, and may involve a determination by the regulators as to our suitability as a supplier or vendor to gaming establishments.

The changes in our ownership, management and corporate structure that resulted from the recapitalization and the private equity restructuring have required us to notify many of the state and tribal gaming regulators under whose jurisdiction we operate. In many cases, regulators have asked us for further information and explanation of these changes. To date, we have satisfied many of these inquiries, and are continuing to cooperate with those that are ongoing.

Given the magnitude of the changes in our ownership, we have been required to re-apply for new permits or licenses in many jurisdictions, but have not been required to discontinue our operations during this period of re-application.

Our collection of information from patrons who use our cash access services is subject to the financial information privacy protection provisions of the Gramm-Leach-Bliley Act. We gather, as permitted by law, certain non-public, personally-identifiable financial information from patrons who use our cash access services, such as names, addresses, telephone numbers, bank and credit card account numbers, Social Security numbers and income, credit histories and transaction information. The Gramm-Leach-Bliley Act requires us to safeguard and protect the privacy of such non-public personal information. Also, the Gramm-Leach-Bliley Act requires us to make certain disclosures to patrons regarding our privacy and information sharing policies and give patrons the opportunity to prevent us from releasing information about them to unaffiliated third parties in certain situations. In this regard, we provide patrons with a privacy notice, an opportunity to review our privacy policy, and an opportunity to opt out of certain disclosures.

The cash access services that we provide are subject to certain recordkeeping and reporting obligations under the Bank Secrecy Act. Our gaming establishment customers, and in some cases we, are required to file a Suspicious Activity Report with the U.S. Treasury Department’s Financial Crimes Enforcement Network of any suspicious transaction relevant to a possible violation of law or regulation. To be reportable, the transaction must meet certain criteria that are designed to identify the hiding or disguising of funds derived from illegal activities. We are also required to file a Currency Transaction Report of each deposit, withdrawal, exchange of currency or other payment or transfer by, through, or to us which involves a transaction in currency of more than $10,000 in a single day. We have had our computer systems developed to automatically identify transactions that give rise to such reporting obligations. When we issue or sell drafts for currency in amounts between $3,000 and $10,000, we must maintain a record of certain information about the purchaser, such as the purchaser’s address, Social Security Number and date of birth. Finally, we must maintain a record of each extension of credit by us in an amount in excess of $10,000, including the name and address of the person to whom the extension of credit is made, the amount, the nature and purpose of the credit, and the date of the loan.

Our POS debit card transactions and ATM services are subject to the Electronic Fund Transfer Act, which provides gaming patrons with certain rights including with respect to disputes relating to unauthorized charges, charges that list the wrong date or amount, charges for goods and services that are not accepted or delivered as

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agreed, math errors and charges for which a cardholder asks for an explanation or written proof of transaction along with a claimed error or request for clarification.

Our ATM services are subject to applicable state banking regulations in each jurisdiction in which we operate ATMs. These regulations require, among other things, that we register with the state banking regulators as an operator of ATMs, that we provide gaming patrons with certain notices of the transaction fees assessed upon use of our ATMs, that our transaction fees do not exceed designated maximums, that we offer gaming patrons an means of resolving disputes with us, and that we comply with prescribed safety and security requirements.

Some of our Central Credit services are subject to the Fair Credit Reporting Act, which provides patrons certain rights to access their Central Credit files, dispute information contained in their Central Credit files and add brief statements to their Central Credit files in the event disputes are not resolved by our investigation.

We assume debt collection responsibilities for credit extended using our QuikCredit service. Our collection practices, are subject to the Fair Debt Collections Practices Act, which generally prohibits unfair, deceptive or abusive debt collection practices.

In jurisdictions in which we serve as a check casher or agree to defer deposit of gaming patrons’ checks under our QuikCredit services, we are subject to the state licensing requirements and regulations governing check cashing activities. Generally, these regulations require us to obtain a license from the state’s banking regulators to operate as a check casher. Certain states also impose restrictions on this activity such as restrictions on the amounts of service fees that may be imposed on the cashing of certain types of checks, requirements as to records that must be kept with respect to dishonored checks, and requirements as to the contents of receipts that must be delivered to gaming patrons at the time a check is cashed.

We are also subject to a variety of gaming and other laws and regulations in Canada, the Caribbean and the United Kingdom.

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MANAGEMENT

Upon the consummation of the private equity restructuring, we became a Delaware corporation and a wholly-owned subsidiary of GCA Holdings, Inc. As such, our operations are effectively directed by the Board of Directors of GCA Holdings, Inc. The following table sets forth the names, ages and positions of our executive officers and the individuals who are members of our Board of Directors. The composition of our Board of Directors is at all times identical to the composition of the Board of Directors of GCA Holdings, Inc. The Board of Directors appoints executive officers, who serve at the discretion of the Board of Directors.

Name	Age	Position with the Company
Karim Maskatiya	52	Co-Founder, Co-Chairman and Director
Robert Cucinotta	43	Co-Founder and Director
Kirk Sanford	37	President and Chief Executive Officer
Diran Kludjian	47	Executive Vice President of North American and International Sales
Kurt Sullivan	52	Executive Vice President
Tom Sears	45	Executive Vice President of Business Development
Walter Kortschak	44	Co-Chairman and Director
Charles J. Fitzgerald	37	Director
Mark Labay	32	Controller

Karim Maskatiya is a co-founder and co-chairman of the company and serves as a member of the Board of Directors designated by M&C International pursuant to the stockholders agreement that was entered into in connection with the private equity restructuring. Mr. Maskatiya is also President and Chairman of M&C International. From 1992 to present, Mr. Maskatiya has been a principal of USA Processing, Inc., an independent sales organization in the merchant processing industry. From 2001 to present, Mr. Maskatiya has been a principal of WD International, L.L.C., formerly known as Cornerstone Payment Systems, L.L.C., an independent sales organization in the merchant processing industry. Mr. Maskatiya is also President and Chairman of USA Payments, a payment processing company whose services we use, and Chairman of Infonox on the Web, a technology research and development company whose services we use. Mr. Maskatiya has also been a real estate investor and developer in Northern California since 1978.

Robert Cucinotta is a co-founder of the company and serves as a member of the Board of Directors designated by M&C International pursuant to the stockholders agreement that was entered into in connection with the private equity restructuring. Mr. Cucinotta is also Secretary of M&C International. From 1992 to present, Mr. Cucinotta has been a principal of USA Processing, Inc. From 2001 to present, Mr. Cucinotta has been a principal of WD International, L.L.C., formerly known as Cornerstone Payment Systems, L.L.C. Mr. Cucinotta is also Secretary of USA Payments and Secretary of Infonox on the Web. Mr. Cucinotta has been a real estate investor and developer in Northern California since 1983.

Kirk Sanford has served as our President and Chief Executive Officer since 1999 and was a member of our Management Committee from 1998 until the consummation of the private equity restructuring in May 2004. Before serving as our Chief Executive Officer, Mr. Sanford was our Executive Vice President of Sales, Marketing and Product Development from 1998 to 1999. Prior to joining the company, Mr. Sanford was the general manager of a joint venture between USA Processing, Inc. and BA Merchant Services, Inc. from 1995 to 1998, where he managed the operations, sales, marketing and product development of the joint venture. Prior to this position, Mr. Sanford was Executive Vice President of Sales for Universal Services Association, a start-up merchant payment services company.

Diran Kludjian has served as our Executive Vice President of North American and International Sales since the company was formed in July 1998. Before joining our executive team, Mr. Kludjian spent five years with First Data Corporation, last serving as a vice president of the Chase Banking Alliance for the entertainment and travel sector. Mr. Kludjian also has 15 years of consumer product sales and marketing experience.

Kurt Sullivan joined us in December 2000 and currently serves as an Executive Vice President where he directs the development and deployment of our QCP Web, ACM and QuikCredit products and services. Prior to

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joining us, Mr. Sullivan had 22 years of experience in the gaming industry, including 20 years with Circus Circus Enterprises, Inc. He served on the Board of Directors of Circus Circus Enterprises, Inc. and held several management positions, the most recent being senior vice president of operations and general manager. Mr. Sullivan has also worked for the MGM Grand Hotel & Casino and Park Place Entertainment Corporation.

Tom Sears joined us in March 2002 as our Executive Vice President of Business Development. Prior to joining the company, Mr. Sears spent seven years at Park Place Entertainment as vice president of operations and vice president of interactive strategies. Prior to that, Mr. Sears spent nine years in operations at Harrah’s Entertainment, Inc., including positions in five different markets (Atlantic City, NJ, Reno, NV, Laughlin, CA, Las Vegas, NV and Vicksburg, MS). Mr. Sears began his career at Harrah’s Entertainment, Inc., which was then known as Holiday Inns, Inc., as a labor analyst in 1984 and eventually served as director of finance during the opening of the Vicksburg facility.

Walter Kortschak has served as a member of the Board of Directors since May 2004 as a designee pursuant to the stockholders agreement that was entered into in connection with the private equity restructuring. Mr. Kortschak is a managing partner and managing member of various entities affiliated with Summit Partners, a private equity and venture capital firm, where he has been employed since June 1989. Mr. Kortschak is a member of the board of directors of Somera Communications, Inc., a telecommunications company, and several privately held companies.

Charles J. Fitzgerald has served as a member of the Board of Directors since May 2004 as a designee pursuant to the stockholders agreement that was entered into in connection with the private equity restructuring. Mr. Fitzgerald has been a principal at Summit Partners, a private equity capital firm, since May 2001. From 1998 to May 2001, Mr. Fitzgerald was the chief executive officer of North Systems, Inc., a software vendor. In addition, Mr. Fitzgerald serves as a member of the board of directors for GoldenGate Software, Inc., an infrastructure software development company, Meridian Project Systems, Inc., a provider of integrated project management software and business solutions, and M-Audio, Inc., a developer and supplier of digital audio solutions.

Mark Labay has served as our Controller since August 2002. Mr. Labay is principally responsible for all of our financial and accounting matters. From 2000 to 2002, Mr. Labay was the controller of Bentley’s Luggage Corp. and then El Portal Luggage Inc. following its acquisition of Bentley’s Luggage Corp. From 1995 to 2000, Mr. Labay was an accountant with Deloitte & Touche LLP.

Our Board of Directors, and the Board of Directors of GCA Holdings, Inc., consists of Karim Maskatiya, Robert Cucinotta, Walter Kortschak and Charles J. Fitzgerald. As soon as is practicable, we will add one member to our Board of Directors and the Board of Directors of GCA Holdings, Inc. who qualifies as an independent director under the rules of the New York Stock Exchange or the NASDAQ National Market, who is mutually agreeable to the private equity investors and M&C International, and who is neither an officer nor an employee of the company. To the extent required by the indenture governing the notes, the agreements governing our senior secured credit facility, or the requirements of any applicable federal securities laws, we will add a sixth and seventh members to our Board of Directors and the Board of Directors of GCA Holdings, Inc. pursuant to the terms of the stockholders agreement entered into in connection with the private equity restructuring. On or before the six month anniversary of the recapitalization, we will also establish an audit committee which will include at least two independent directors.

Compensation of Members of the Board of Directors

Since inception, members of the Management Committees of GCA Holdings, L.L.C. and Global Cash Access, L.L.C. and members of the Boards of Directors of GCA Holdings, Inc. and Global Cash Access, Inc. have not received, and at the present time do not receive, any compensation for serving on the Management Committee or Board of Directors.

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Executive Compensation

The following table sets forth information concerning compensation for services in all capacities awarded to, earned by or paid by us to our Chief Executive Officer and our five other most highly compensated executive officers during the last three fiscal years:

		Annual Compensation
Name and Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation ($)			All Other Compensation (3)
Kirk Sanford	2003 2002 2001	$	297,500 350,000 350,000	$	150,000 350,000 300,000	$	—   —   —		$	6,077 6,154 5,385
Diran Kludjian	2003 2002 2001		200,000 150,000 148,846		123,100 190,781 143,669		—   —   —			6,970 6,277 6,116
Robert C. Fry (1)	2003 2002 2001		212,500 230,769 200,000		75,000 120,000 125,000		26,432  26,442  —	(2) (2)		6,057 5,615 5,577
Pamela Shinkle (4)	2003 2002 2001		168,846 183,077 170,000		37,500 50,000 50,000		55,703  —   —	(2)		6,127 5,508 5,269
Tom Sears	2003 2002 2001		199,750 185,288 —		37,500 18,750 —		—   —   —			8,000 7,371 —
Kurt Sullivan	2003 2002 2001		215,954 240,000 240,000		12,500 12,500 25,000		—   —   —			8,170 8,000 4,408

(1) Mr. Fry is our former chief financial officer, whose employment terminated on May 28, 2004.

(2) Represents payout of accrued, but unused vacation time.

(3) Represents company-provided match payments under our 401(k) plan.

(4) Ms. Shinkle is our former chief operating officer, whose employment terminated on May 28, 2004.

We do not currently provide any of our employees with any form of equity-based incentives or compensation.

In 2003, our President and Chief Executive Officer received payments in the aggregate amount of approximately $1.0 million from M&C International and USA Payments. In 2002 and 2001, he received payments in comparable amounts from these entities. These payments were made pursuant to an informal arrangement between Mr. Sanford and the other principals of these entities, who also control M&C International. Under the terms of this informal arrangement, the principals share with Mr. Sanford a portion of their distributions from certain businesses, including us and USA Payments.

In 2004, Mr. Sanford received payments in the aggregate amount of approximately $14 million from M&C International and USA Payments pursuant to such informal arrangement.

In 2004, Mr. Sanford purchased a 1% interest in M&C International, and he received payments in the aggregate of $3.3 million in respect of such interest.

Employment Agreements

We do not have employment agreements with any of our current officers.

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SECURITY OWNERSHIP

GCA Holdings, Inc. holds all 1,000 outstanding shares of our common stock.

The outstanding equity securities of GCA Holdings, Inc. are denominated as Class A Common Stock, Class B Common Stock, Class A Preferred Stock and Class B Preferred Stock. The following table sets forth, as of the consummation of the private equity restructuring, certain information regarding the beneficial ownership of the capital stock of GCA Holdings, Inc. None of our executive officers or directors directly own any equity interest in GCA Holdings, Inc.

Name and Address	Class A Common Stock	Class B Common Stock	Class A Preferred Stock	Class B Preferred Stock	Total Shares	Ownership Percentage
M&C International (1)	2,200,550				2,200,550	40.01	%
Karim Maskatiya (2)	2,200,550				2,200,550	40.01	%
Robert Cucinotta (3)	2,200,550				2,200,550	40.01	%
Kirk Sanford (4)	2,200,550				2,200,550	40.01	%
2350 Mission College Blvd, Suite 200 Santa Clara, California 95054
Bank of America Corporation 600 Montgomery Street San Francisco, California 94111	243,700	30,750			274,450	4.99
Summit/GCA Holdings LLC			1,553,708	372,508	1,926,216	35.02
Walter Kortschak (5)			1,553,708	372,508	1,926,216	35.02	%
Charles J. Fitzgerald (6)			1,553,708	372,508	1,926,216	35.02	%
c/o Summit Partners, L.P. 499 Hamilton Avenue, Suite 200 Palo Alto, California 94301
Tudor Ventures II, L.P.			192,672	46,194	238,866	4.34
Tudor Proprietary Trading, L.L.C.			33,944	8,138	42,082	0.77
Tudor BVI Global Portfolio Ltd.			63,345	15,187	78,532	1.43
The Altar Rock Fund L.P.			3,131	751	3,882	0.07
The Raptor Global Portfolio Ltd. c/o Tudor Investment Corporation 50 Rowes Wharf, 6th Floor Boston, Massachusetts 02110			284,924	68,312	353,236	6.42
HarbourVest VI-GCA LLC c/o HarbourVest Partners, LLC One Financial Center, 44th Floor Boston, Massachusetts 02111			154,138	36,955	191,093	3.48
GM Capital Partners I, L.P. c/o General Motors Investment Management Corporation 767 Fifth Avenue, 16th Floor New York, NY 10153			88,374	21,188	109,562	1.99
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust 4 Chase MetroTech Center, 18th Floor Brooklyn, New York 11245			65,764	15,767	81,531	1.48
TOTAL OUTSTANDING	2,444,250	30,750	2,440,000	585,000	5,500,000	100.00	%

(1) M&C International is beneficially owned as to 49.5% by Karim Maskatiya, as to 49.5% by Robert Cucinotta and as to 1% by our President and Chief Executive Officer, Kirk Sanford.

(2) Includes 2,200,550 shares of Class A Common Stock held by M&C International. Mr. Maskatiya disclaims beneficial ownership of shares held by M&C International except to the extent of his pecuniary interest in M&C International.

(3) Includes 2,200,550 shares of Class A Common Stock held by M&C International. Mr. Cucinotta disclaims beneficial ownership of shares held by M&C International except to the extent of his pecuniary interest in M&C International.

(4) Includes 2,200,550 shares of Class A Common Stock held by M&C International. Mr. Sanford disclaims beneficial ownership of shares held by M&C International except to the extent of his pecuniary interest in M&C International.

(5) Includes 1,553,708 shares of Class A Preferred Stock and 372,508 shares of Class B Preferred Stock held by Summit/GCA Holdings LLC. Mr. Kortschak disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in Summit/GCA Holdings LLC, if any.

(6) Includes 1,553,708 shares of Class A Preferred Stock and 372,508 shares of Class B Preferred Stock held by Summit/GCA Holdings LLC. Mr. Fitzgerald disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in Summit/GCA Holdings LLC, if any.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Arrangements with Entities Controlled by Stockholders and Members of the Board of Directors

Throughout our history, we have entered into arrangements with entities that are controlled by our owners or members of our Management Committee or Board of Directors. We believe that in doing so, we have entered into arrangements on terms no less favorable to us than we could have obtained from unaffiliated third parties.

Entities Controlled by First Data Corporation

The following are arrangements we have entered into with entities directly or indirectly controlled by First Data Corporation, or the members of the Management Committee of Global Cash Access, L.L.C. designated by FDFS Holdings, LLC, at a time when First Data Corporation indirectly held an ownership interest in us:

TRS Recovery Services, Inc.

We are party to a TeleCheck Marketing Agreement with TRS Recovery Services, Inc. pursuant to which we were appointed as an agent to market the TeleCheck check verification, processing and guarantee service to gaming establishments. In exchange for marketing the TeleCheck check verification, processing and guarantee service, we receive 87% of all service fees collected from gaming establishments that have entered into TeleCheck gaming service agreements as a result of our marketing efforts. The current term of this agreement expires December 31, 2004. This agreement was amended upon the closing of the transactions contemplated by the Restructuring Agreement to extend our appointment as an agent to market the TeleCheck check verification, processing and guarantee service to gaming establishments for a period of one year following the closing. In addition, the warranty provision of the agreement was amended to provide that TRS Recovery Services, Inc. covenants to recover from check writers of returned checks, within 120 days of its purchase of such returned checks, not less than 70% of the aggregate face amount of such returned checks. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we incurred warranty expenses of $9.8 million and $2.7 million, respectively, pursuant to the terms of this agreement with TRS Recovery Services, Inc.

Integrated Payment Systems, Inc. and Integrated Payment Systems Canada Inc.

We are party to a Money Order Trust Agreement with Integrated Payment Systems, Inc. and CashCall Systems, Inc. is party to a Money Order Trust Agreement with Integrated Payment Systems Canada Inc. pursuant to which we and CashCall Systems, Inc. were appointed as agents to sell money order instruments issued by Integrated Payment Systems, Inc. and Integrated Payment Systems Canada Inc. Under the agreements, we and CashCall Systems, Inc. may charge a discretionary consumer fee for each money order we sell. In exchange, we pay Integrated Payment Systems, Inc. $0.07 for each money order we sell. Pursuant to the agreements, neither we nor CashCall Systems, Inc. may assign the rights without prior written consent of Integrated Payment Systems, Inc. In the event of a change of control in the ownership or control of us or CashCall Systems, Inc., GCA and CashCall Systems, Inc., respectively, are required to notify Integrated Payment Systems, Inc. in advance of such change of control and Integrated Payment Systems, Inc., at its sole option, may terminate the agreement. These agreements were amended upon the closing of the transactions contemplated by the Restructuring Agreement to extend our and CashCall Systems, Inc.’s appointment as agents to sell money order instruments issued by Integrated Payment Systems, Inc. and Integrated Payment Systems Canada Inc. for a period of one year following the closing. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we paid Integrated Payment Systems, Inc. approximately $1.5 million and $0.3 million, respectively, for these and other services.

Western Union Financial Services, Inc.

We are party to a Network Agency Agreement with Western Union Financial Services, Inc. pursuant to which we were appointed as an agent to market Western Union’s money transfer services to gaming establishments. As a network agent, we enable casinos to complete Western Union’s regular two-party money

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transfers. In exchange, Western Union pays us fees and commissions that vary with the amount of monthly transactions. This agreement was amended upon the closing of the transactions contemplated by the Restructuring Agreement to extend our appointment as an agent to market Western Union’s money transfer services to gaming establishments for a period of three years following the closing.

We are party to a Participation Agreement with Western Union Financial Services, Inc. pursuant to which we are granted certain rights to access the Western Union Financial Services, Inc. network through ATMs or other eligible services employed to access the network. For each Western Union domestic money transfer transaction initiated at one of our terminals, we will receive $0.50 and for each Western Union domestic money transfer transaction disbursed from one of our terminals, we will receive $2.50. Western Union receives from us a monthly support fee of $500. The term of this agreement expires on November 28, 2006. Thereafter, the agreement will continue in effect subject to the right of either party to terminate the agreement upon 90 days’ notice.

During the year ended December 31, 2003 and the quarter ended March 31, 2004, we recorded revenues from Western Union Financial Services, Inc. of approximately $0.4 million and $0.1 million, respectively, pursuant to the terms of this agreement.

Chase Merchant Services, L.L.C.

We are party to a Joint Marketing Agreement with Chase Merchant Services, L.L.C. pursuant to which we are to market the merchant processing services of Chase Merchant Services, L.L.C. to our gaming establishment customers in exchange for referral fees. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we received minimal payment from Chase Merchant Services, L.L.C. pursuant to the terms of this agreement.

FDFS Holdings, LLC

We were party to an ATM Cash Agreement and a Currency Control Agreement with FDFS Holdings, LLC pursuant to which FDFS Holdings, LLC provided us with a supply of operating currency for our ATMs. We have recently discontinued our procurement of operating currency for our ATMs from FDFS Holdings, LLC and now procure our supply of operating currency from Bank of America, N.A.

First Data Loan Company

CashCall Systems, Inc. is party to a Merchant Services Agreement with First Data Loan Company pursuant to which First Data Loan Company provides processing and settlement services to support CashCall Systems, Inc.’s provision of cash access services to gaming establishments in Canada. In exchange, CashCall Systems, Inc. pays a fee to First Data Loan Company, Canada for services, based upon assumptions associated with the anticipated annual volume, average transaction size and customer’s method of business. Under the agreement, a change of control in CashCall Systems, Inc. provides First Data Loan Company, Canada with the right to terminate this agreement by giving not less than 10 days’ notice to CashCall Systems, Inc. We have obtained the consent of First Data Loan Company, Canada to the change of control in CashCall Systems, Inc. that resulted from the recapitalization. The term of this agreement expires on August 16, 2005, but unless any party terminates by written notice at least 60 days’ prior to term expiration, the agreement will automatically renew for successive one-year renewal periods. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we paid First Data Loan Company approximately $0.8 million and $0.2 million, respectively, in interchange and processing fees.

First Financial Bank (formerly known as Western Union Bank)

We are party to an Automated Teller Machine Sponsorship Agreement with First Financial Bank (formerly known as Western Union Bank) pursuant to which First Financial Bank sponsors us as a participant in certain ATM networks. The sponsorship allows us to connect our ATMs to the Cirrus, NYCE, Plus and Star networks. In exchange, we pay First Financial Bank $0.005 for each completed transaction that is transmitted through any of

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the networks sponsored by First Financial Bank. We may not assign our rights under the agreement without prior written consent from First Financial Bank, which may not be unreasonably withheld. This agreement was amended upon the closing of the transactions contemplated by the Restructuring Agreement to reduce the list of networks to which our ATMs can connect. Pursuant to the amended Automated Teller Machine Sponsorship Agreement, we are only able to connect to the NYCE network. The term of this agreement expires on November 12, 2004. Thereafter, the agreement will automatically renew for successive one-year renewal periods unless terminated by either party according to the terms thereof. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we made minimal payments to First Financial Bank pursuant to the terms of this agreement.

First Data POS, Inc.

First Data POS, Inc. has historically deployed, warehoused and maintained equipment for us without a written agreement. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we made minimal payments to First Data POS, Inc. pursuant to this arrangement.

First Data Corporation

We have historically obtained various support services from First Data Corporation, including tax, accounting, and regulatory compliance services, corporate insurance coverage. Also, we have historically obtained telecommunication services and insurance coverage through enterprise-wide procurement arrangements of First Data Corporation. In the normal course of business, First Data Corporation and its affiliates pass through to us invoices related to operating expenses incurred by First Data Corporation on our behalf.

We are also party to a Sponsorship Agreement to which First Data Corporation is a party. The Sponsorship Agreement is an agreement between Bank of America Merchant Services, First Data Corporation and us whereby Bank of America Merchant Services agrees to take all necessary actions to sponsor us as a licensee under certain Visa U.S.A. and MasterCard International rules. The sponsorship is necessary for our participation in certain ATM and POS networks. In connection with the sponsorship, GCA and First Data Corporation agree to jointly and severally indemnify Bank of America Merchant Services against all costs related to our failure to comply with the rules of Visa U.S.A., MasterCard International or the ATM and POS networks. The term of this agreement expires on September 30, 2010.

Upon the closing of the transactions contemplated by the Restructuring Agreement, we entered into an agreement with First Data Corporation whereby we agree to indemnify, protect and hold harmless FDFS Holdings, LLC and its affiliates from and against any and all losses and expenses, imposed in any manner upon, incurred by or asserted against FDFS Holdings, LLC and/or its affiliates in connection with or arising from its indemnification obligations pursuant to the Sponsorship Agreement. The Sponsorship Indemnification Agreement indemnifies First Data Corporation for its liability under the Sponsorship Agreement until (i) the Sponsorship Agreement between Bank of America Merchant Services, First Data Corporation and us is terminated or (ii) an event of default occurs and is unremedied. While First Data Corporation may terminate the Sponsorship Agreement upon 30 days’ written notice, First Data Corporation covenants in the Sponsorship Indemnification Agreement that it will not exercise its termination right under the Sponsorship Agreement prior to September 30, 2010.

NYCE Corporation

We are party to a NYCE Network Terminal Participant Agreement with NYCE Corporation pursuant to which certain of our ATMs are permitted to participate in the NYCE network. NYCE owns and operates an electronic funds transfer network whereby insured depository institutions and other approved organizations are able, among other things, to route, process and settle transactions originated at terminals and the agreement permits our becoming a banking terminal participant in the NYCE network. The term of this agreement expires

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on May 17, 2005, but unless any party terminates by written notice at least 180 days’ prior to term expiration, the agreement will automatically renew for successive three-year renewal periods. From November 2003, when we entered into this agreement, through December 2003, we earned a net amount of $0.3 million and in the quarter ended March 31, 2004, we earned $0.9 million from NYCE Corporation pursuant to this agreement.

Entities Controlled by Karim Maskatiya and Robert Cucinotta

The following are arrangements we have entered into with entities directly or indirectly controlled by Karim Maskatiya and Robert Cucinotta, members of our Board of Directors and controlling principals of M&C International:

Infonox on the Web

We are party to a Professional Services Agreement with Infonox on the Web pursuant to which Infonox on the Web develops, maintains, hosts, operates, monitors and supports certain software for us on an as requested basis. Under this agreement Infonox on the Web’s implementation, hosting, operation, maintenance and support of a majority of our systems is scheduled to expire 10 years after the consummation of the recapitalization of our ownership, but may be terminated upon certain breaches. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we incurred costs and expenses of $3.6 million and $0.4 million, respectively, in connection with these services.

We are also party to a Software License Agreement with Infonox on the Web pursuant to which Infonox on the Web grants us royalty-free, exclusive rights in the gaming industry to use certain computer software that is critical to our operations. The term of this agreement lasts so long as Infonox on the Web continues to host or operate its and our systems, but the agreement is also terminable upon our breach pursuant to the terms of this agreement.

USA Payments

We are party to an Amended and Restated Agreement for Electronic Payment Processing with USA Payments and USA Payment Systems pursuant to which they perform for us electronic payment processing services relating to credit card cash advances, POS debit transactions and ATM withdrawal transactions. USA Payments is under common control with M&C International and USA Payment Systems is 50% owned by the principals of M&C International. The agreement prohibits, with specified exceptions, USA Payments and USA Payment Systems from providing these services within the gaming industry such that neither USA Payments nor USA Payments Systems shall provide, directly or indirectly, these services to any third party’s machine or device used in the gaming industry, including without limitation machines or devices that provide cash access services to patrons of gaming establishments, but permits us to obtain these services from other providers. This agreement expires 10 years after the consummation of the recapitalization of our ownership, but is terminable by us following a breach by USA Payments or USA Payment Systems, or by USA Payments following a breach by us. This agreement requires us to pay fees based on the volume of transactions that USA Payments processes for us, with a minimum annual fee. The scale of fees and the minimum remain fixed for the term of the agreement. During the year ended December 31, 2003 and the quarter ended March 31, 2004, we incurred costs and expenses of $5.0 million and $1.1 million, respectively, in connection with the provision of these services.

We are party to a Patent License Agreement with USA Payments pursuant to which we are granted a royalty-free, exclusive license to use the patented “3-in-1 rollover” feature in the gaming industry. So long as the patent remains viable, this agreement expires 10 years after the consummation of the recapitalization of our ownership, but is terminable upon our breach.

Other

Upon the consumation of the recapitalization, FDFS Holdings, LLC contributed all of its interests in Casino Credit Services, LLC to M&C International. Casino Credit Services, LLC is not be a subsidiary of ours. Casino Credit Services, LLC is the entity through which an affiliate of First Data Corporation previously provided gaming patron credit bureau database services to gaming establishments in the state of Michigan. These services generated less than $0.1 million of revenue in the year ended December 31, 2003 and the quarter ended March 31, 2004.

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Entities Affiliated with Banc of America Securities LLC and Bank of America Corporation

The following are arrangements we have entered into with entities directly or indirectly affiliated with Banc of America Securities LLC, the initial purchaser of the old notes, and Bank of America Corporation, the holder of approximately 5% of the capital stock of GCA Holdings, Inc.:

Sponsorship Agreement

We are party to a Sponsorship Agreement to which Bank of America Merchant Services is a party. The Sponsorship Agreement is an agreement between Bank of America Merchant Services, First Data Corporation and us whereby Bank of America Merchant Services agrees to take all necessary actions to sponsor us as a licensee under certain Visa and MasterCard rules. The sponsorship is necessary for our participation in certain ATM and POS networks. Under the terms of the agreement, we may only use sponsored accounts to process transactions on behalf of gaming establishments or terminals located in gaming establishments. We may not process transactions for Internet gaming enterprises or activities and we may not assign or permit any other entity to use any of our sponsored accounts without the prior written approval of Bank of America Merchant Services or the necessary approvals of Visa or MasterCard. In addition, we are responsible for complying with all Visa and MasterCard rules. We have agreed to execute contracts with merchant customers and process transactions through the sponsored accounts in strict adherence to Visa and MasterCard rules and Bank of America Merchant Services’ membership and licensing agreements with Visa and MasterCard. Should we fail to comply with these rules and agreements, Bank of America Merchant Services, in its sole discretion, may terminate its sponsorship of us and our terminals with respect to any card association or network, provided that we will have 15 days after written notice to cure any violation.

In connection with the sponsorship, we and First Data Corporation agree to jointly and severally indemnify Bank of America Merchant Services against all costs related to our failure to comply with the rules of Visa, MasterCard or the ATM and POS networks. Notwithstanding the foregoing, First Data Corporation may terminate the sponsorship agreement by at least 30 days’ prior written notice to Bank of America Merchant Services, but has agreed not to exercise such right prior to September 30, 2010, and we may terminate the sponsorship agreement upon 180 days’ written notice to Bank of America Merchant Services. Bank of America Merchant Services may, however, terminate the sponsorship agreement immediately in the event that we materially breach our obligations under the agreement and fail to cure such breach within the specified cure period, in the event that we become insolvent or in the event that Bank of America Merchant Services ceases to be a member of or sponsored into Visa or MasterCard. While we may not assign this agreement without the prior written consent of Bank of America Merchant Services, Bank of America Merchant Services may assign its rights and obligations under the agreement to an affiliate without our consent. This agreement expires on September 30, 2010.

At the sole discretion of Bank of America Merchant Services, Bank of America Merchant Services may terminate its sponsorship of our company and our terminals with respect to any card association or network if it is informed by a card association or network that we are in violation of the operating rules or terms of Bank of America Merchant Services’ membership or our licensees’ rights in the sponsored accounts with respect to such card association, provided that we will have 15 days after written notice to cure any violation.

Bank of America Merchant Services has informed us that, in the event that the Sponsorship Agreement is terminated or expires, it does not currently intend to enter into a new sponsorship agreement with us.

Equity Investment in GCA Holdings, Inc.

In connection with the transactions described under “The Recapitalization,” GCA Holdings, L.L.C., M&C International and Bank of America Corporation entered into a Membership Unit Purchase Agreement, pursuant to which, concurrently with the other recapitalization transactions, Bank of America Corporation purchased from

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M&C International 4.99% of the membership units in GCA Holdings, L.L.C. Bank of America Corporation paid for the membership units by issuing to M&C International two non-recourse promissory notes in the principal amount of approximately $12.0 million and approximately $8.0 million. The approximately $12.0 million note was applied to the purchase of, and was initially secured by, 2.99% of the membership units in GCA Holdings, L.L.C. The approximately $8.0 million note was applied to the purchase of, and was initially secured by, 2.0% of the membership units in GCA Holdings, L.L.C. The approximately $12.0 million note bears interest at 1.62% per annum, payable at maturity of the note and will mature on the earlier of the first anniversary of its issuance, the initial public offering of GCA Holdings, L.L.C. or the consummation of a transaction resulting in a sale of control of GCA Holdings, L.L.C. to an unaffiliated third party or liquidation of GCA Holdings, L.L.C. The approximately $8.0 million note bears interest at 1.62% per annum, payable at maturity of the note and will mature on the earlier of the third anniversary of its issuance, the initial public offering of GCA Holdings, L.L.C. or the consummation of a transaction resulting in a sale of control of GCA Holdings, L.L.C. to an unaffiliated third party or liquidation of GCA Holdings, L.L.C. Concurrent with the consummation of the private equity restructuring, the promissory notes and the pledge agreements pursuant to which Bank of America Corporation pledged its ownership interests in GCA Holdings, L.L.C. as collateral were amended and restated to, among other things, reflect the conversion of GCA Holdings, L.L.C. to a corporation and the conversion of the collateral into shares of capital stock of GCA Holdings, Inc.

Bank of America Corporation may redeem either note, in whole or in part, at any time, without premium or penalty, by paying cash in the amount of the principal amount of such note being prepaid, together will all accrued and unpaid interest on such principal amount to the date of prepayment. In the case of the payment at the stated maturity of either note or certain redemptions of either note, Bank of America Corporation will have an option, in lieu of paying cash, to tender to M&C International shares of capital stock purchased with that note, in full satisfaction of the amount of that note being so paid. Moreover, if Bank of America Corporation defaults on either note, M&C International’s only remedy would be to foreclose on the shares of capital stock purchased with the defaulted note.

The Membership Unit Purchase Agreement provides, among other things, that, if GCA Holdings, L.L.C. grants piggyback registration rights to any other person, Bank of America Corporation will also receive piggyback registration rights no less favorable than those granted to that other person. The Membership Unit Purchase Agreement further provides that Bank of America Corporation will be subject to a customary lock-up for a period not exceeding 180 days in connection with any public offering of securities by GCA Holdings, L.L.C.

Other

We have entered into an agreement with Bank of America, N.A. for the supply of currency to satisfy the normal operating requirements of our ATMs and our ACMs. Under the terms of this agreement, we pay a monthly cash usage fee equal to the average daily dollars outstanding on all ATMs multiplied by the average LIBOR rate for one-month deposits for the month (calculated on the basis of the number of days in the month and a 360-day year) plus a margin of 25 basis points.

In addition, Bank of America Corporation was granted an option by M&C International to acquire up to 4.99% of the membership interests in Casino Credit Services, LLC for a nominal exercise price.

Entities Affiliated with the Private Equity Investors

GCA Holdings, Inc. and the private equity investors are party to the Securities Purchase and Exchange Agreement, the Registration Agreement, the Stockholders Agreement and the Investor Rights Agreement that were executed and delivered in connection with the private equity restructuring.

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DESCRIPTION OF SENIOR SECURED CREDIT FACILITIES

In connection with the recapitalization, we entered into senior secured credit facilities arranged by Banc of America Securities LLC, with Bank of America, N.A. as administrative agent and collateral agent, in an aggregate principal amount of $280.0 million, consisting of a five-year revolving credit facility of $20.0 million (with a $10.0 million letters of credit sub-facility and a $5.0 million swingline sub-facility) and a six-year term loan of $260.0 million. Proceeds of the term loan portion of the senior secured credit facilities were used to finance in part the recapitalization and to pay related fees and expenses. Proceeds of the revolving credit facility portion of the senior secured credit facilities (of which $6.0 million has been set aside for letters of credit) will be used to provide for ongoing working capital and other general corporate purposes.

Mandatory Prepayments. The term loan portion of our senior secured credit facilities will amortize at a rate of 5.00% per annum, payable in equal quarterly installments, for the first five years after the closing of the transaction, commencing on the last day of the calendar quarter following the closing date, with the balance paid in four equal quarterly payments in the sixth year. Our senior secured credit facilities will also, in certain circumstances, be required to be prepaid with net cash proceeds from asset sales, insurance proceeds, condemnation awards and other extraordinary receipts, subject to customary reinvestment rights, 50% of the net cash proceeds from issuances of equity interests or the incurrence of additional indebtedness by us or any of our subsidiaries and 75% of excess cash flow, if the total leverage ratio equals or exceeds 4.0:1.0, 50% of the excess cash flow, if the total leverage ratio is less than 4.0:1.0 and equals or exceeds 3.0:1.0 and 25% of the excess cash flow, if the total leverage ratio is less than 3.0:1.0.

Interest. Borrowings under the senior secured credit facilities will bear interest, at our option, at either a base rate (to be defined as the higher of (x) the Bank of America prime rate and (y) the Federal funds rate plus 0.50%) or LIBOR rate plus, in each case, an applicable margin. For the term loan portion of the senior secured credit facilities, the applicable margin for LIBOR loans will be 2.75% and the applicable margin for base rate loans will be 1.75%. For the revolving credit facility portion of the senior secured credit facilities, the applicable margin for LIBOR loans initially will be 2.75% and the applicable margin for base rate loans initially will be 1.75%. Following the last day of our second full fiscal quarter ending after the closing date for the senior secured credit facilities, the applicable margins for the term loan and revolving credit facility may be adjusted from time to time based on a performance-based pricing grid, provided that the applicable margins for base rate loans will always be 1% less than the applicable margins for LIBOR loans.

Guarantees. The senior secured credit facilities are guaranteed by GCA Holdings, L.L.C. and by our existing domestic wholly-owned subsidiaries and our future domestic wholly-owned subsidiaries.

Security. The senior secured credit facilities are secured by a first priority lien on all of our membership interests, substantially all of our assets and the assets of GCA Holdings, L.L.C. and our guarantor subsidiaries, including, but not limited to, real property, accounts receivable, inventory, instruments, documents, deposit accounts, investment property, intellectual property, general intangibles and equipment, and 65% of the membership interests of our foreign subsidiaries.

Covenants. The senior secured credit facilities contain customary representations and warranties and affirmative and negative covenants, including, among others, covenants relating to financial and compliance reporting, covenants restricting us, GCA Holdings, L.L.C. and our subsidiaries from incurring debt (including guarantees) and entering into derivatives transactions, creating liens, consummating certain transactions (such as dispositions of assets, mergers, acquisitions, reorganizations, recapitalizations, and sale and leaseback transactions), making certain investments and loans, making dividends and other distributions, liquidating, prepaying, repurchasing, redeeming, amending or modifying other indebtedness (including the notes offered hereby), and transactions with affiliates. The senior secured credit facilities limit our ability to make capital expenditures. The senior secured credit facilities also require us to meet certain financial tests on a consolidated basis.

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Events of Default. The senior secured credit facilities also contain customary events of default including, among others, payment defaults under the credit facilities, covenant default under the credit facilities, cross defaults on debt, certain judgments, certain intellectual property licenses being not in full force and effect or are amended, a change of control and any event of default under the notes offered hereby. An event of default under the senior secured credit facilities will allow the lenders to accelerate or, in certain cases, will automatically cause the acceleration of, the maturity of the debt under the senior secured credit facilities.

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THE EXCHANGE OFFER

The following summary of certain provisions of the registration rights agreement does not purport to be complete and reference is made to the provisions of the registration rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part.

Purpose of the Exchange Offer

The old notes were issued and sold in a private offering to Banc of America Securities LLC as the initial purchaser pursuant to a purchase agreement, on March 10, 2004. The initial purchaser subsequently sold the old notes to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and outside the United States under Regulation S of the Securities Act. As a condition to the sale of the old notes, we entered into a registration rights agreement with the initial purchaser on March 10, 2004. Pursuant to the registration rights agreement, we agreed that we would:

(1) cause to be filed, on or prior to July 8, 2004, an exchange offer registration statement with the SEC under the Securities Act concerning the exchange offer;

(2) use our best efforts to cause such registration statement to be declared effective by the SEC on or prior to September 6, 2004;

(3) consummate the exchange offer upon the effectiveness of the registration statement; and

(4) keep the registration statement continuously effective, supplemented, amended and current for a period of 180 days after the date upon which the registration statement becomes effective, or such shorter period ending when broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities.

We are making the exchange offer to satisfy certain of our obligations under the registration rights agreement. Other than pursuant to the registration rights agreement, we are not required to file any registration statement to register any outstanding old notes. Holders of old notes who do not tender their old notes or whose old notes are tendered but not accepted in the exchange offer must either register their old notes under the Securities Act, or rely on an exemption from the registration requirements under the securities laws, including the Securities Act, if they wish to sell their old notes. See “Risk Factors—You may suffer certain consequences if you fail to exchange your old notes.”

Resale of Exchange Notes

We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and we can provide no assurance that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by a holder other than any holder who is a broker-dealer, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

• holders are acquiring the exchange notes issued in the exchange offer in the ordinary course of their business;

• holders are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes issued in the exchange offer; and

• holders are not an “affiliate” of ours within the meaning of Rule 144 under the Securities Act.

If you are a broker-dealer, an “affiliate” of ours, or have an arrangement or understanding with any person to participate in, a distribution of the exchange notes issued in the exchange offer, you cannot rely on the position

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of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, may be deemed an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Each such broker-dealer that receives exchange notes for its own account in exchange for old notes, where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities, must acknowledge, as provided in the letter of transmittal, that it will deliver a prospectus in connection with any resale of such exchange notes. For more detailed information, see “Plan of Distribution.”

In addition, to comply with the securities laws of various jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and is complied with. We have agreed, pursuant to the registration rights agreement and subject to specified limitations therein, to register or qualify the exchange notes for offer or sale under the securities or blue sky laws of the jurisdictions as any holder of the exchange notes reasonably requests.

Terms of the Exchange

We are offering to exchange, subject to the conditions described in this prospectus and in the letter of transmittal accompanying this prospectus, an aggregate of $235.0 million principal amount of our exchange notes for $235.0 million of our old notes. Old notes may be exchanged in integral multiples of $1,000 principal amount. To be exchanged, an old note must be properly tendered and accepted. All outstanding old notes that are validly tendered and not validly withdrawn will be exchanged for exchange notes issued on or promptly after the expiration date of the exchange offer. Currently, there is $235.0 million principal amount of old notes outstanding and no exchange notes outstanding.

We will accept for exchange any and all old notes that are validly tendered on or prior to 5:00 p.m., New York City time, on the expiration date. Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of the old notes being tendered for exchange. However, the exchange offer is subject to the terms and provisions of the registration rights agreement. See “—Conditions to the Exchange Offer.”

The exchange notes will evidence the same indebtedness as the old notes and will be entitled to the benefits of the indenture. The form and terms of the exchange notes will be substantially identical to those of the old notes except that the exchange notes will have been registered under the Securities Act. Therefore, the exchange notes will not be subject to certain transfer restrictions, registration rights and certain liquidated damage provisions applicable to the old notes. See “Description of Exchange Notes.”

Expiration Date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m. New York City time, on             , 2004, unless we, in our sole discretion, extend the exchange offer. The time and date, as it may be extended, is referred to herein as the “expiration date.”

In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer.

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We expressly reserve the right at our sole discretion:

• to delay accepting the old notes;

• to extend the exchange offer;

• to terminate the exchange offer and not accept old notes not previously accepted if any of the conditions listed under “—Conditions to the Exchange Offer” are not satisfied or waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

• to amend the terms of the exchange offer in any manner.

We will follow any delay in acceptance, extension or termination as promptly as practicable by oral or written notice to the exchange agent. If we amend the exchange offer in a manner we determine constitutes a material change, we will promptly disclose the amendment in a prospectus supplement that we will distribute to the registered holders of the old notes. We may also extend the exchange offer for a period of at least five business days, depending upon the significance of the amendment and the manner of disclosure.

Conditions to the Exchange Offer

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any old notes, and may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if, in our sole judgment, the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the SEC.

If we determine in our sole discretion that any of these conditions are not satisfied, we may:

• refuse to accept any old notes and return all tendered old notes to you;

• extend the exchange offer and retain all old notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the old notes;

• waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn; or

• amend the terms of the exchange offer in any manner.

If the waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose the waiver or amendment by means of a prospectus supplement that we will distribute to the registered holders of the old notes, and may extend the exchange offer depending on the significance of the waiver and the manner of disclosure to the registered holders of the old notes.

The exchange offer is not conditioned upon any minimal principal amount of notes being tendered.

Accrued Interest

Interest on the exchange notes will accrue at the rate of 8 ³/4% per annum and will be payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2004. Interest on the exchange notes will accrue from the date of original issuance of the old notes or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the old notes accepted for exchange, which interest accrued at the rate of 8 ³/4% per annum, will cease to accrue on the day prior to the issuance of the exchange notes.

Procedures for Tendering Old Notes

Our acceptance of old notes tendered by a holder will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal accompanying this prospectus.

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A holder of old notes may tender the old notes by:

• properly completing and signing the letter of transmittal;

• properly completing any required signature guarantees;

• properly completing any other documents required by the letter of transmittal; and

• delivering all of the above, together with the certificate or certificates representing the old notes being tendered, to the exchange agent at its address set forth under “—Exchange Agent” on or prior to the expiration date; or

• complying with all the procedures for book-entry transfer described below; or

• complying with the guaranteed delivery procedures described below.

THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF THE DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. HOLDERS SHOULD NOT SEND OLD NOTES OR LETTERS OF TRANSMITTAL TO US.

The signature on the letter of transmittal need not be guaranteed if:

• tendered old notes are registered in the name of the signer of the letter of transmittal; and

• the exchange notes to be issued in exchange for the old notes are to be issued in the name of the holder; and

• any untendered old notes are to be reissued in the name of the holder.

In any other case:

• the certificates representing the tendered old notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in form satisfactory to us;

• the tendered old notes must be duly executed by the holder; and

• signatures on the endorsement, bond power or powers of attorney must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “eligible institution” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act.

If the exchange notes and/or old notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note registrar for the old notes, the signature in the letter of transmittal must be guaranteed by an eligible institution.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, such persons must submit proper evidence satisfactory to us of their authority to so act.

The exchange agent will make a request within two business days after the date of receipt of this prospectus to establish accounts with respect to the old notes at The Depository Trust Company for the purpose of facilitating the exchange offer. We refer to The Depository Trust Company in this prospectus as “DTC” and the “book-entry transfer facility.” Subject to establishing the accounts, any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of old notes by causing the book-entry

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transfer facility to transfer the old notes into the exchange agent’s account with respect to the old notes in accordance with the book-entry transfer facility’s procedures for the transfer. Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, an appropriate letter of transmittal with any required signature guarantee and all other required documents, or an agent’s message, must in each case be properly transmitted to and received or confirmed by the exchange agent at its address set forth below prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures.

The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. We refer to the Automated Tender Offer Program in this prospectus as “ATOP.” Accordingly, DTC participants may, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send an agent’s message.

The term “agent’s message” means a message which:

• is transmitted by DTC;

• is received by the exchange agent and forms part of the book-entry transfer;

• states that DTC has received an express acknowledgment from a participant in DTC that is tendering old notes which are the subject of the book-entry transfer;

• states that the participant has received and agrees to be bound by all of the terms of the letter of transmittal; and

• states that we may enforce the agreement against the participant.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. For additional information, see “Plan of Distribution.”

If you beneficially own the old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender your beneficially owned old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender the old notes on your behalf. The beneficial owner may also obtain and include with the letter of transmittal the old notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by an eligible institution. If the beneficial owner wishes to tender directly, the beneficial owner must, prior to completing and executing the letter of transmittal and tendering the old notes, make appropriate arrangements to register ownership of the old notes in the beneficial owner’s name. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

By tendering, each registered holder of old notes will represent to us that, among other things:

• the exchange notes to be acquired in connection with the exchange offer by the holder and each beneficial owner of the old notes are being acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner;

• the holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

• the holder and each beneficial owner acknowledge and agree that any person participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and

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prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes acquired by such person and cannot rely on the position of the staff of the SEC set forth in no-action letters that are discussed herein under “—Resale of Exchange Notes”;

• if the holder is a broker-dealer, such holder represents that it acquired the old notes as a result of market making or other trading activities, and that it will deliver a prospectus in connection with any resale of exchange notes acquired in the exchange offer;

• if the holder is a broker-dealer and receives exchange notes pursuant to the exchange offer it shall notify us before using the prospectus in connection with any sale or transfer of exchange notes;

• the holder and each beneficial owner understand that a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Commission;

• neither the holder nor any beneficial owner is an “affiliate,” as defined under Rule 144 of the Securities Act, of ours;

• in connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties contained in the letter of transmittal; and

• it is a person to whom communications or offers of securities may be addressed without breach of the United Kingdom’s Financial Services and Markets Act 2000, the Public Offers of Securities Regulations 1995 or any other applicable UK laws and regulations.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tenders of any old notes not properly tendered or not to accept any old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer.

The interpretation of the terms and conditions of the exchange offer including the letter of transmittal and the instructions contained in the letter of transmittal by us will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor will any of us incur any liability for failure to give such notification.

Guaranteed Delivery Procedures

If you desire to tender your old notes, but:

• your old notes are not immediately available; or

• you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent prior to the expiration date; or

• the procedures for book-entry transfer of your old notes cannot be completed prior to the expiration date,

you may effect a tender according to the guaranteed delivery procedures set forth in the letter of transmittal.

Pursuant to such procedures:

• your tender of old notes must be made by or through an eligible institution and you must properly complete and duly execute a notice of guaranteed delivery (as defined in the letter of transmittal);

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• on or prior to the expiration date, the exchange agent must have received from you and the eligible institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number or numbers of the tendered old notes, and the principal amount of tendered old notes, stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the date of delivery of the notice of guaranteed delivery, the tendered old notes, a duly executed letter of transmittal and any other required documents will be deposited by the eligible institution with the exchange agent; and

• such properly completed and executed documents required by the letter of transmittal and the tendered old notes in proper form for transfer (or confirmation of a book-entry transfer of such old notes into the exchange agent’s account at DTC) must be received by the exchange agent within three (3) business days after the expiration date.

Any holder who wishes to tender their old notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery relating to such old notes prior to 5:00 p.m., New York City time, on the expiration date.

Unless old notes being tendered by the above-described method are deposited with the exchange agent, a tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal, or a properly transmitted agent’s message, accompanied by the old notes or a confirmation of book-entry transfer of the old notes into the exchange agent’s account at the book-entry transfer facility is received by the exchange agent.

Issuances of exchange notes in exchange for old notes tendered pursuant to a notice of guaranteed delivery will be made only against deposit of the letter of transmittal and any other required documents and the tendered old notes or a confirmation of book-entry and an agent’s message.

Withdrawal Rights

Tenders of old notes may be withdrawn at any time prior to the expiration date. For a withdrawal to be effective, a written notice of withdrawal sent by telegram, facsimile transmission, with receipt confirmed by telephone, or letter must be received by the exchange agent at the address set forth in this prospectus prior to the expiration date. Any notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;

• specify the principal amount of old notes to be withdrawn;

• include a statement that the holder is withdrawing its election to have the old notes exchanged;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the old notes into the name of the person withdrawing the tender; and

• specify the name in which any such old notes are to be registered, if different from that of the person who tendered the old notes.

The exchange agent will return the properly withdrawn old notes promptly following receipt of the notice of withdrawal. If old notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes or otherwise comply with the book-entry transfer facility procedure. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us in our sole discretion and our determination will be final and binding on all parties.

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Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, the old notes will be credited to an account with the book-entry transfer facility specified by the holder. In either case, the old notes will be returned as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time prior to the expiration date.

Acceptance of Old Notes for Exchange and Delivery of Exchange Notes

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept any and all old notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. For purposes of the exchange offer, we will be deemed to have accepted validly tendered old notes, when, as, and if we have given oral or written notice thereof to the exchange agent.

In all cases, issuances of exchange notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of such old notes, a properly completed and duly executed letter of transmittal and all other required documents (or of confirmation of a book-entry transfer of such old notes into the exchange agent’s account at DTC); provided, however, that we reserve the absolute right to waive any defects or irregularities in the tender or conditions of the exchange offer. If any tendered old notes are not accepted for any reason, such unaccepted old notes will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer.

Exchange Agent

The Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below:

THE BANK OF NEW YORK

By Registered or Certified Mail, Overnight Delivery, or Hand Delivery:

The Bank of New York

Corporate Trust Operations

Reorganization Unit

101 Barclay Street—7 East

New York, NY 10286

Attention: Ms. Carolle Montreuil

By Facsimile Transmission:

(212) 298-1915

Confirm by Telephone:

(212) 815-5920

For Additional Information:

The Bank of New York

Corporate Trust Operations

Reorganization Unit

101 Barclay Street—7 East

New York, NY 10286

Attention: Ms. Carolle Montreuil

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You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and telephone number set forth in the letter of transmittal.

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH IN THE LETTER OF TRANSMITTAL, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE SET FORTH IN THE LETTER OF TRANSMITTAL, WILL NOT CONSTITUTE A VALID DELIVERY.

Fees and Expenses

Pursuant to the registration rights agreement, we are required to pay all expenses incident to the consummation of the exchange offer, including our compliance with the registration rights agreement, regardless of whether a registration statement becomes effective, including without limitation:

• all registration and filing fees and expenses;

• all fees and expenses of compliance with federal securities and state blue sky or securities laws;

• all expenses of printing (including printing certificates for the exchange notes to be issued in the exchange offer and printing of prospectuses), messenger and delivery services and telephone;

• all fees and disbursements of our counsel;

• all application and filing fees in connection with listing the exchange notes on a national securities exchange or automated quotation system pursuant to the requirements of the registration rights agreement; and

• all fees and disbursements of our independent certified public accountants (including the expenses of any special audit and comfort letters required by or incident to such performance).

We will pay all transfer taxes, if any, applicable to the exchange of the old notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the old notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize a gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of the old notes as described in the legend on the old notes. Old notes not exchanged pursuant to the exchange offer will continue to remain outstanding in accordance with their terms. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act.

Participation in the exchange offer is voluntary, and holders of old notes should carefully consider whether to participate. Holders of old notes are urged to consult their financial and tax advisors in making their own decision on what action to take. As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of old notes who do not tender their old notes in the exchange offer

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will continue to hold the old notes and will be entitled to all the rights and limitations applicable to the old notes under the indenture, except for any rights under the registration rights agreement that by their terms terminate or cease to have further effectiveness as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for untendered old notes could be adversely affected.

Shelf Registration Statement

If, pursuant to the terms of the registration rights agreement:

(1) the exchange offer is not permitted by applicable law or SEC policy; or

(2) any holder of the old notes notifies us within 20 days following the date we are required to consummate the exchange offer that:

(a) such holder was prohibited by law or SEC policy from participating in the exchange offer; or

(b) such holder cannot resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by such holder; or

(c) such holder is a broker-dealer and holds old notes acquired directly from us or any of our affiliates; or

(d) the initial purchaser of the old notes requests,

then we shall cause to be filed a shelf registration statement to cover resales of the notes by such holder(s) pursuant to Rule 415 under the Securities Act (which may be an amendment to the exchange offer registration statement), subject to the terms set forth in the registration rights agreement, and use our best efforts to cause such shelf registration statement to become effective on or prior to 120 days after such registration statement was required to be filed.

In addition, pursuant to the registration rights agreement, we are required, to the extent necessary to ensure that the shelf registration statement is available for sales of old notes by certain holders of old notes, to use our best efforts to keep any shelf registration statement so required continuously effective, supplemented, amended and current as required by and subject to the provisions of the registration rights agreement, for a period of at least two years or such shorter period as is described in the registration rights agreement, depending on the circumstances, all as set forth in the registration rights agreement.

Liquidated Damages

If, pursuant to the terms of the registration rights agreement, one of the following occurs (each such event is referred to as a “registration default”):

• we do not file any of the registration statements required by the registration rights agreement with the SEC on or prior to the applicable filing deadline; or

• any of such registration statements is not declared effective by the SEC on or prior to the applicable effectiveness deadline; or

• we fail to consummate the exchange offer on or prior to 30 days after the registration statement is declared effective by the SEC; or

• any registration statement required by the registration rights agreement is filed and declared effective but shall thereafter cease to be effective or fail to be useable for its intended purpose for more than 30 days,

then we will pay to each holder of old notes affected thereby liquidated damages such that the interest rate borne by the old notes shall be increased by 0.50% per annum during the 90-day period immediately following the registration default and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum.

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DESCRIPTION OF EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the caption “Certain Definitions.” In this description, (1) references to the “Company” refer only to Global Cash Access L.L.C. (“Global Cash”) and not to any of the subsidiaries of Global Cash, (2) references to “Finance Corp” refer only to Global Cash Access Finance Corporation, a wholly owned subsidiary of the Company, (3) references to “Co-Obligors” refer to the Company and Finance Corp., and (4) references to “Holdings” refer to GCA Holdings, L.L.C., the parent of the Company.

General

The Co-Obligors will issue the exchange notes (the “Notes”) under an indenture (the “Indenture”) among themselves, the Subsidiary Guarantors and The Bank of New York, as trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. A copy of the form of the Indenture will be made available to prospective purchasers of the Notes upon request. Certain defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the Indenture.

Global Cash Access Finance Corporation was formed solely for purposes of serving as a co-obligor of the old notes and the Notes in order to facilitate the offering of the old notes and the exchange offer. Global Cash Access Finance Corporation will not have any substantial operations or assets and will not have any revenues. As a result, prospective holders of the Notes should not expect Global Cash Access Finance Corporation to participate in servicing the interest and principal obligations on the Notes.

Brief Description of the Notes and the Guarantees

The Notes

The Notes:

• will be general unsecured obligations of the Co-Obligors;

• will be subordinated in right of payment to all existing and future Senior Indebtedness of the Co-Obligors;

• will rank equally in right of payment with any future senior subordinated Indebtedness of the Co-Obligors; and

• will be guaranteed by the Subsidiary Guarantors.

The Guarantees

The Notes will be guaranteed by all of our domestic Wholly Owned Restricted Subsidiaries and any Subsidiary that is a guarantor under the Credit Agreement (other than Holdings).

Each guarantee of the Notes:

• will be a general unsecured obligation of the Subsidiary Guarantor;

• will be subordinated in right of payment to all existing and future Senior Indebtedness of the Subsidiary Guarantor; and

• will rank equally in right of payment with any future senior subordinated Indebtedness of the Subsidiary Guarantor.

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Taking into account the Recapitalization, the Credit Agreement, the consummation of the offering of the old notes and the application of the net proceeds therefrom and the exchange offer, as of December 31, 2003, the Notes would have been subordinated to approximately $260.0 million (excluding letters of credit for $6.0 million) of the Co-Obligors’ and the Subsidiary Guarantors’ Senior Indebtedness and the Co-Obligors would have had no other senior subordinated debt. In addition, as of December 31, 2003, on a pro forma basis, the Co-Obligors’ non-guarantor subsidiaries would have had $6.5 million of indebtedness (including intercompany and related party liabilities) to which the Notes would have been structurally subordinated. As indicated above and as discussed in more detail below under the caption “—Subordination,” payments on the Notes and under the guarantees of the Notes will be subordinated to the prior payment in full of all Senior Indebtedness. The Indenture will permit the Co-Obligors and the Subsidiary Guarantors to incur additional Senior Indebtedness.

Principal, Maturity and Interest

The Notes will mature on March 15, 2012, will be limited in aggregate principal amount to $235 million and will be senior subordinated unsecured obligations of the Co-Obligors. The Indenture provides for the issuance of up to an unlimited amount of additional Notes (the “Additional Notes”) having identical terms and conditions to the Notes offered hereby (in all respects other than the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), subject to compliance with the covenants contained in the Indenture. Such Additional Notes may be consolidated and form a single series with the Notes and have the same terms as to status, redemption or otherwise as to the Notes. For purposes of this “Description of Notes,” reference to the Notes includes Additional Notes unless otherwise indicated; however, no offering of any such Additional Notes is being or shall in any manner be deemed to be made by this prospectus. In addition, there can be no assurance as to when or whether the Co-Obligors will issue any such Additional Notes or as to the aggregate principal amount of such Additional Notes.

Interest on the Notes will accrue at the rate of 8 ³/4% per annum and will be payable semiannually on each March 15 and September 15, commencing September 15, 2004, to the Holders of record on the immediately preceding March 1 and September 1. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the original date of issuance (the “Issue Date”). Interest will be computed on the basis of a 360-day year comprising twelve 30-day months.

The principal of and premium, if any, and interest on the Notes will be payable and the Notes will be exchangeable and transferable, at the office or agency of the Co-Obligors in the City of New York maintained for such purposes (which initially will be the office of the Trustee located in New York, New York) or, at the option of the Co-Obligors, payment of interest may be paid by check mailed to the address of the person entitled thereto as such address appears in the security register. If a holder of Notes has given wire transfer instructions to the Co-Obligors at least 10 business days before payment is due, the Company will pay all principal, premium and interest on such holder’s Notes in accordance with those instructions. The Notes will be issued only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. No service charge will be made for any registration of transfer or exchange or redemption of Notes, but the Co-Obligors may require payment in certain circumstances of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Notes, together with any exchange notes when issued as described below under the caption “—Exchange Offer; Registration Rights,” and any Additional Notes will be treated as a single class of securities under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

The Notes will not be entitled to the benefit of any sinking fund.

Guarantees

All of the existing and future direct and indirect domestic Wholly Owned Restricted Subsidiaries of the Company and all Subsidiaries of the Company that are obligors under the Credit Agreement (collectively, the

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“Subsidiary Guarantors”) will guarantee the Notes. In addition, if any Restricted Subsidiary of the Company becomes a guarantor or obligor in respect of any Indebtedness of the Co-Obligors, the Company shall cause such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company’s obligations under the Notes jointly and severally with any other such Restricted Subsidiary, fully and unconditionally, on a senior subordinated basis. Each Guarantee will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of Senior Indebtedness of the relevant Subsidiary Guarantor. See “Certain Covenants—Issuances of Guarantees by New Restricted Subsidiaries.” The obligations of the Subsidiary Guarantors under the Guarantees will be limited so as not to constitute a fraudulent conveyance under applicable statutes. See “Risk Factors—Risk Factors Related to the Notes and this Offering—Fraudulent transfer statutes may limit your rights as a note holder.”

The obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from any other Subsidiary Guarantor in a pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP.

The Indenture will provide that 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) a sale or other disposition to a Person not an Affiliate of the Company or Holdings of all or substantially all of the assets of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition to a Person not an Affiliate of the Company or Holdings of all of the Capital Stock of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, which transaction is carried out in accordance with the covenants described below under the caption “—Certain Covenants—Asset Sales,” or (b) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Indenture; provided that any such release and discharge pursuant to clause (a) or (b) shall occur 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.

Subordination

The Notes are unsecured senior subordinated obligations of the Co-Obligors. The payment of principal, premium, if any, and interest on the Notes and any other payment obligations on or with respect to the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash or cash equivalents of Senior Indebtedness. The Guarantee of a Subsidiary Guarantor will be subordinated to obligations of the Subsidiary Guarantor similar to the subordination provisions relating to the Notes described herein.

The holders of Senior Indebtedness will be entitled to receive payment in full in cash or cash equivalents of all obligations due in respect of such Senior Indebtedness (including interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding whether or not allowed or allowable as a claim in any such proceeding) before the Holders will be entitled to receive any direct or indirect payment in respect of any Indenture Obligations, in the event of any distribution to creditors of the Co-Obligors or a Subsidiary Guarantor:

(1) in a liquidation or dissolution of either of the Co-Obligors or a Subsidiary Guarantor;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to either of the Co-Obligors or a Subsidiary Guarantor or its property;

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(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of either of the Co-Obligors’ or a Subsidiary Guarantor’s assets and liabilities.

Accordingly, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Indenture Obligations in any case, proceeding, dissolution, liquidation or other winding up or event of the type referred to in clauses (1) through (4) above, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of either of the Co-Obligors or a Subsidiary Guarantor which is subordinated to the payment of the Indenture Obligations with respect to the Notes, shall be paid by the Co-Obligors or Subsidiary Guarantor, as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of either of the Co-Obligors or a Subsidiary Guarantor directly to the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Indebtedness, except Holders may recover payments made from the trust described under the caption “Defeasance or Covenant Defeasance of Indenture.”

A Co-Obligor also may not make any direct or indirect payment upon or in respect of the Notes (except from the trust described under the caption “Defeasance or Covenant Defeasance of Indenture”) if:

(1) a default in the payment of principal of, premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or

(2) any other default occurs and is continuing with respect to Designated Senior Indebtedness which permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (A) with respect to the Designated Senior Indebtedness arising under the Credit Agreement, the Agent Bank or (B) with respect to any other Designated Senior Indebtedness, the holders or the representative of the holders of any such Designated Senior Indebtedness.

Payments on the Notes may and shall be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived or, if the Designated Senior Indebtedness has been accelerated, such acceleration has been rescinded;

(2) in case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Indebtedness has been accelerated; or

(3) when the Designated Senior Indebtedness has been paid in full in cash or cash equivalents.

No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until 360 days have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice; provided that the delivery of a Payment Blockage Notice by the representatives for or holders of Designated Senior Indebtedness other than under the Credit Agreement shall not bar the delivery of another Payment Blockage Notice by the Agent Bank for the Credit Agreement within such period of 360 days; provided, further, that no period of payment blockage shall exceed 179 days in any one year and no two consecutive interest payments on the Notes may be blocked by delivery of a Payment Blockage Notice.

No nonpayment event of default which existed or was continuing on the date of the delivery of a Payment Blockage Notice with respect to the Designated Senior Indebtedness delivering such Payment Blockage Notice shall be, or be made, the basis for the commencement of a second Payment Blockage Notice by the representative for or the holders of such Designated Senior Indebtedness whether or not within a period of 360 days unless such default has been cured or waived for a period of not less than 90 days.

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If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except from the trust described under “—Defeasance or Covenant Defeasance of the Indenture”) when the payment is prohibited by these subordination provisions, then the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Indebtedness of the Co-Obligors. Upon the proper written request of the holders of Senior Indebtedness of the Co-Obligors, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Indebtedness of the Co-Obligors or their proper representative.

The Indenture will require that the Co-Obligors promptly notify holders of Senior Indebtedness if payment of the Notes is accelerated because of any Event of Default. If any Designated Senior Indebtedness is outstanding, neither the Co-Obligors nor any of the Subsidiary Guarantors may pay the Notes until five business days after the representative of such Designated Senior Indebtedness receives notice of such acceleration and, thereafter, may pay the Notes only if the subordination provisions of the Indenture otherwise permit payment at that time.

As a result of the subordination provisions described above, in the event of an insolvency, bankruptcy, reorganization or liquidation of a Co-Obligor, creditors of such Co-Obligor who are holders of Senior Indebtedness and holders of trade payables may recover more, ratably, than the Holders of the Notes, and assets which would otherwise be available to pay obligations in respect of the Notes will be available only after all Senior Indebtedness has been paid in full in cash or cash equivalents, and there may not be sufficient assets remaining to pay amounts due on any or all of the Notes.

Payments under the Guarantee of each Subsidiary Guarantor will be subordinated to the prior payment in full in cash or cash equivalents of all Senior Indebtedness of such Subsidiary Guarantor, including Senior Indebtedness of such Subsidiary Guarantor incurred after the date of the Indenture, on the same basis as provided above with respect to the subordination of payments on the Notes by the Co-Obligors to the prior payment in full in cash or cash equivalents of Senior Indebtedness of the Co-Obligors.

The terms of the Indenture permit the Company and its Restricted Subsidiaries to incur additional Senior Indebtedness, subject to certain limitations, including Indebtedness that may be secured by Liens on property of the Company and its Restricted Subsidiaries. See the discussion below under the captions “Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock” and “Certain Covenants—Liens.”

Optional Redemption

At any time prior to March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to the greater of:

• 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, and liquidated damages, if any, to the date of redemption, and

• as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to March 15, 2008 discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, and liquidated damages, if any, to the date of redemption.

For purposes of calculating the redemption price, the following terms have the meanings set forth below:

“Adjusted Treasury Rate” means the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of the principal amount) equal to the Comparable Treasury Price for the redemption date, calculated in accordance with standard market practice.

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“Comparable Treasury Issue” means the U.S. treasury security selected by an Independent Investment Banker that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming the Notes matured on March 15, 2008).

“Comparable Treasury Price” means either (1) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than three such Reference Treasury Dealer Quotations, the average of all quotations obtained.

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Co-Obligors appoint.

“Reference Treasury Dealer” means each of Banc of America Securities LLC (and its successors) and any other nationally recognized investment banking firm that is a primary U.S. government securities dealer specified from time to time by the Co-Obligors.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third business day preceding the redemption date.

On or after March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning March 15 of the years indicated below:

Year	Redemption Price
2008	104.375	%
2009	102.188	%
2010	100.000	%

and thereafter at 100% of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

In addition, at any time prior to March 15, 2007, the Co-Obligors may use the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Capital Stock) of the Company from the Company, to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 108.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and liquidated damages, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date); provided that this redemption provision shall not be applicable with respect to any transaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes issued under the indenture (including the principal amount of any Additional Notes issued under the Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Co-Obligors must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

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If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of $1,000. Redemption pursuant to the provisions relating to a Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

Special Redemption

Except as set forth below, the Co-Obligors are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Federal, state and local authorities in several jurisdictions regulate extensively casino operations. The Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming operations, or services related thereto, may require that a holder of the Notes or the beneficial owner of the Notes be licensed, qualified or found suitable under applicable gaming laws. Under the Indenture, each person that holds or acquires beneficial ownership of any of the Notes shall be deemed to have agreed, by accepting such Notes, that if any such Gaming Authority requires such person to be licensed, qualified or found suitable under applicable gaming laws, such holder or beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time period.

If a person required to apply or become licensed or qualified or be found suitable fails to apply within the required time period, is denied the license or qualification or is determined to be unsuitable, the Co-Obligors shall have the right, at their election, (1) to require the holder or beneficial owner to dispose of all or a portion of the holder’s or beneficial owner’s Notes within 120 days after the holder or beneficial owner receives notice of the finding by the applicable gaming authorities, or any other different time period as may be prescribed by those authorities; or (2) to redeem such Notes at a redemption price equal to the lesser of:

• such holder’s or beneficial owner’s cost, plus accrued and unpaid interest and liquidated damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability;

• 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability; or

• such other lesser amount as may be required by any governmental Gaming Authority.

The Co-Obligors will notify the Trustee in writing of any such redemption under these circumstances as soon as practicable. The Co-Obligors are not required to pay or reimburse any holder or beneficial owner of a Note for the costs of licensure or investigation for such licensure, qualification or finding of suitability. Any holder or beneficial owner of a Note required to be licensed, qualified or found suitable under applicable Gaming Laws must pay all investigative fees and costs of the applicable Gaming Authorities in connection with such qualification or application therefor.

Change of Control

If a Change of Control occurs, each holder of Notes will have the right to require that the Co-Obligors purchase all or any part (in integral multiples of $1,000) of such holder’s Notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Co-Obligors will offer to purchase all of the Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, and liquidated damages, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

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Within 30 days of any Change of Control or, at the Co-Obligors’ option, prior to such Change of Control but after it is publicly announced, the Co-Obligors must notify the Trustee and give written notice of the Change of Control to each holder of Notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

• that a Change of Control has occurred or will occur and the date of such event;

• the circumstances and relevant facts regarding such Change of Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control;

• the purchase price and the purchase date which shall be fixed by the Co-Obligors on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;

• that any Note not tendered will continue to accrue interest;

• that, unless the Co-Obligors default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and

• other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

If a Change of Control Offer is made, the Co-Obligors may not have available funds sufficient to pay the Change of Control Purchase Price for all of the Notes that might be delivered by holders of the Notes seeking to accept the Change of Control Offer. The failure of the Co-Obligors to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Trustee and the holders of the Notes the rights described under “—Events of Default.”

In addition, the Credit Agreement prohibits the Co-Obligors from purchasing the Notes or offering to purchase the Notes upon the occurrence of a Change of Control (or otherwise). Any future credit agreements or other agreements relating to Senior Indebtedness to which the Co-Obligors become a party may contain similar restrictions and provisions. If a Change of Control occurs at a time when the Co-Obligors are prohibited from purchasing Notes, the Co-Obligors could seek the consent of their lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Co-Obligors do not obtain such a consent or refinance such borrowings, the Co-Obligors will remain prohibited from purchasing Notes. In such case, the Co-Obligors’ failure to purchase tendered Notes would constitute an Event of Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the holders.

In addition to the obligations of the Co-Obligors under the Indenture with respect to the Notes in the event of a Change of Control, the Co-Obligors’ Credit Agreement also contains an event of default upon a change of control, as defined therein, with respect to the Company or Holdings which obligates the Co-Obligors to repay amounts outstanding under such indebtedness upon an acceleration of the Indebtedness issued thereunder. There can be no assurance that if a Change of Control occurs and the Co-Obligors are required to repay amounts outstanding under the Credit Agreement that the Co-Obligors will have adequate funds, or access to adequate funds, to repurchase the Notes pursuant to a Change of Control Offer.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Company or Holdings. The term “all or substantially all” as used in the definition of “Change of Control” has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. Therefore, if holders of the Notes elected to exercise their rights under the Indenture and the Co-Obligors elected to contest such election, it is not clear how a court interpreting New York law would interpret the phrase.

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The existence of a holder’s right to require the Co-Obligors to repurchase such holder’s Notes upon a Change of Control may deter a third party from acquiring the Company or Holdings in a transaction which constitutes a Change of Control.

The provisions of the Indenture will not afford holders of the Notes the right to require the Co-Obligors to repurchase the Notes in the event of a highly leveraged transaction or certain transactions with the Company’s management or its affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company or Holdings that may adversely affect holders of the Notes, if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company’s management or its affiliates, or a transaction involving a recapitalization of the Company or Holdings, will result in a Change of Control only if it is the type of transaction specified by such definition.

The Co-Obligors will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.

The Co-Obligors will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the Indenture applicable to a Change of Control Offer made by the Co-Obligors and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Certain Covenants

The Indenture will contain covenants including, among others, the following:

Incurrence of Indebtedness and Issuance of Disqualified Stock

(a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness and the issuance of Disqualified Stock), unless such Indebtedness is incurred by the Company or any Subsidiary Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are publicly available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.00:1.

(b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the “Permitted Indebtedness”):

(1) Indebtedness of the Company (and guarantees or co-obligations by Finance Corp. or any of the Subsidiary Guarantors of such Indebtedness) in respect of the Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $300 million under any term loans made pursuant thereto, any notes or under any revolving credit facility or in respect of letters of credit thereunder, minus all permanent reductions of such Indebtedness arising out of principal payments made in respect of any term loans from the proceeds of an Asset Sale;

(2) (a) Indebtedness of the Co-Obligors pursuant to the Notes (excluding any Additional Notes) and any Exchange Notes issued in exchange for the Notes (excluding any Additional Notes) pursuant to the Registration Rights Agreement and (b) any Guarantee of the Notes or the Exchange Notes;

(3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Indenture and not otherwise referred to in this definition of “Permitted Indebtedness;”

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(4) Indebtedness of the Company owing to a Restricted Subsidiary;

• provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Subsidiary Guarantor is made pursuant to an intercompany note and is unsecured and is subordinated in right of payment from and after such time as the Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company’s obligations under the Notes;

• provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than (1) a disposition, pledge or transfer to a Restricted Subsidiary or (2) a pledge permitted by “—Liens”) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);

(5) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned Restricted Subsidiary;

• provided that any such Indebtedness is made pursuant to an intercompany note;

• provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than (1) a disposition, pledge or transfer to the Company or a Wholly Owned Restricted Subsidiary or (2) a pledge permitted by “—Liens”) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to the Company or any other Wholly Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by this clause (5);

(6) guarantees by any Subsidiary Guarantor of Indebtedness of either of the Co-Obligors or any Restricted Subsidiary of the Company which is permitted to be incurred under the Indenture, and guarantees by Foreign Subsidiaries of the Company of Indebtedness of Foreign Subsidiaries of the Company which is permitted to be incurred under the Indenture;

(7) obligations entered into in the ordinary course of business and not for speculative purposes

(a) by the Company or any Subsidiary Guarantor, pursuant to Interest Rate Agreements designed to protect the Company or any Subsidiary Guarantor against fluctuations in interest rates in respect of Indebtedness of the Company or any Subsidiary Guarantor as long as such obligations do not exceed the aggregate principal amount of such Indebtedness then outstanding, or

(b) by the Company, any Subsidiary Guarantor or any Restricted Subsidiary, under any Currency Hedging Agreements relating to (1) Indebtedness of the Company, any Subsidiary Guarantor or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company, any Subsidiary Guarantor or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company, any Subsidiary Guarantor or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed $10 million outstanding at any time; provided that the principal amount of any Indebtedness permitted under this clause (8) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;

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(9) Indebtedness of the Company or any Restricted Subsidiary in connection with (a) one or more standby letters of credit issued by the Company or a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) the $1 million letter of credit to be issued to First Data Corporation pursuant to the terms of the Sponsorship Indemnification Agreement, dated as of March 10, 2004, by and between the Company and First Data Corporation, as it may be amended from time to time, and (c) other letters of credit, surety, performance, appeal or similar bonds, bankers’ acceptances, completion guarantees or similar instruments pursuant to self-insurance and workers’ compensation obligations; provided that, in each case contemplated by this clause (9), upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that with respect to clauses (a), (b), and (c) such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;

(10) Indebtedness of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided however, that such Indebtedness is extinguished within five business days of incurrence;

(11) Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under “—Defeasance or Covenant Defeasance of Indenture;”

(12) Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;

(13) any guarantees including, without limitation, bid bonds or performance bonds, by the Company or any Subsidiary Guarantor in the ordinary course of business for the benefit of customers, suppliers and other business partners, in each case other than Affiliates, in the aggregate amount outstanding at any one time of $5 million;

(14) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of any Indebtedness incurred pursuant to paragraph (a) of this covenant and clauses (2), (3) and (17) of this paragraph (b) of this definition of “Permitted Indebtedness,” including any successive refinancings so long as the borrower under such refinancing is the Company or a Subsidiary Guarantor or, if not the Company or a Subsidiary Guarantor, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness;

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(15) Indebtedness arising solely out of the conversion of “vault cash” (supplied pursuant to the Vault Cash Agreement for normal operating requirements at the automated teller machines of the Company or any of its Restricted Subsidiaries covered by the Vault Cash Agreement (the “ATMs”) into Indebtedness of the Company or any of its Restricted Subsidiaries in accordance with the terms of the Vault Cash Agreement, so long as the proceeds of such Indebtedness are used solely in ATMs and for no other purpose;

(16) Indebtedness of the Company or any of its Restricted Subsidiaries in addition to that described in clauses (1) through (15) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $15 million outstanding at any one time in the aggregate; and

(17) Indebtedness of one or more Foreign Subsidiaries, to the extent that the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.5:1.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Disqualified Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types; provided that Indebtedness under the Credit Agreement (or amounts committed thereunder) which is in existence on the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above.

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Restricted Payments

(a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend on, or make any distribution to holders of, any shares of the Company’s Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);

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(2) purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company’s or Holdings’ Capital Stock or any Capital Stock of any Affiliate of Holdings or the Company, including any Subsidiary of Holdings or the Company (other than Capital Stock of any Wholly Owned Restricted Subsidiary of the Company) or options, warrants or other rights to acquire such Capital Stock;

(3) make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within 90 days of final maturity thereof;

(4) declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned Restricted Subsidiaries or (b) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or

(5) make any Investment in any Person (other than any Permitted Investments)

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”) (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), unless

(1) immediately before and immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an “event of default” under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

(2) immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of “—Incurrence of Indebtedness and Issuance of Disqualified Stock;” and

(3) after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Indenture and all Designation Amounts does not exceed the sum of:

(A) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on the first day of the Company’s fiscal quarter beginning after the date of the Indenture and ending on the last day of the Company’s last fiscal quarter ending prior to the date of the Restricted Payment for which financial statements are available (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

(B) the aggregate Net Cash Proceeds received after the date of the Indenture by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(C) the aggregate Net Cash Proceeds received after the date of the Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise

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of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(D) the aggregate Net Cash Proceeds received after the date of the Indenture by the Company from the conversion or exchange, if any, of debt securities or Disqualified Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Disqualified Capital Stock were issued after the date of the Indenture, the aggregate Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Disqualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(E)   (a) in the case of the disposition or repayment of any Investment constituting a Restricted Payment (including any Investment in an Unrestricted Subsidiary) made after the date of the Indenture, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and

(b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company’s interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary; and

(F) any amount which previously qualified as a Restricted Payment on account of any Guarantee entered into by the Company or any Restricted Subsidiary; provided that such Guarantee has not been called upon and the obligation arising under such Guarantee no longer exists.

(b)  Notwithstanding the foregoing, and in the case of clauses (2) through (7), (8)(A), (8)(C) and (9) below, so long as no Default or Event of Default is continuing or would arise therefrom, and in the case of clause (8)(B) below, so long as no Default or Event of Default identified in clauses (1) and (2) under “Events of Default” is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (2), (3), (4), (5), (8)(A), (8)(B), (11) and (13) being referred to as a “Permitted Payment”):

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (a) of this covenant and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a “Permitted Payment” for purposes of the calculation required by paragraph (a) of this Section;

(2) the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary of the Company) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

(3) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company, provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

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(4) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness of the Company or a Subsidiary Guarantor (other than Disqualified Capital Stock) (a “refinancing”) through the substantially concurrent issuance of new Subordinated Indebtedness of the same issuer, provided that any such new Subordinated Indebtedness

(a) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the issuer incurred in connection with such refinancing;

(b) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Notes;

(c) has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the Notes; and

(d) is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

(5) the repurchase, redemption, or other acquisition or retirement for value of Disqualified Capital Stock of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale within 30 days of, Disqualified Capital Stock of the same issuer; provided that any such new Disqualified Capital Stock is issued in accordance with paragraph (a) of the covenant “Incurrence of Indebtedness and Issuance of Disqualified Stock” and has an aggregate liquidation preference that does not exceed the aggregate liquidation preference of the amount so refinanced;

(6) the repurchase of any Subordinated Indebtedness or Disqualified Capital Stock of the Company at a purchase price not greater than 101% of the principal amount or liquidation preference of such Subordinated Indebtedness or Disqualified Capital Stock plus accrued and unpaid interest or dividends, as the case may be, if any, in the event of a Change of Control pursuant to a provision similar to “Change of Control;” provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer required by the Indenture and has repurchased all Notes validly tendered for payment in connection with such Change of Control Offer;

(7) the repurchase of any Subordinated Indebtedness or Disqualified Capital Stock of the Company at a purchase price not greater than 100% of the principal amount or liquidation preference of such Subordinated Indebtedness or Disqualified Capital Stock plus accrued and unpaid interest or dividends, as the case may be, if any in the event of an Asset Sale pursuant to a provision similar to the “—Asset Sales” covenant; provided that prior to consummating any such repurchase, the Company has made the Offer required by the Indenture and has repurchased all Notes validly tendered for payment in connection with such Offer;

(8) any payment of dividends, other distributions or other amounts by the Company for the purposes set forth in clauses (A) through (C) below:

(A) to Holdings in amounts equal to the amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Company, of up to $500,000 per fiscal year;

(B) (x) with respect to each taxable year (or portion thereof) of the Company (if the Company is not a Disregarded Entity) or Holdings (if the Company is a Disregarded Entity) in which each of the Company and Holdings qualifies as a Flow-Through Entity (each such taxable year or

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portion thereof, a “Tax Year”), to Holdings in an amount equal to the Permitted Tax Distributions; provided, that in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular Tax Year, which portion of such Permitted Tax Distribution is attributable to a Flow-Through Entity that is not a Restricted Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the excess of (a) the aggregate actual cash distributions received by the Company or a Restricted Subsidiary from all Flow-Through Entities that are not Restricted Subsidiaries of the Company during the period commencing with the Issue Date and continuing to and including the last day of the Tax Year in respect of which such proposed Permitted Tax Distribution is being determined over (b) the aggregate amount of such cash distributions described in the immediately preceding clause (a) that (1) have already been taken into account for purposes of making a Permitted Tax Distribution previously made and which was attributable to a Flow-Through Entity that was not a Restricted Subsidiary at the time such Permitted Tax Distribution was made or (2) the Company previously used to make a Restricted Payment permitted by clause (A) of clause (3) above, and (y) with respect to each taxable year (or portion thereof) of Holdings in which Holdings does not qualify as a Flow-Through Entity, to Holdings in amounts equal to amounts required for Holdings to pay Federal, state, local and foreign income taxes to the extent such income taxes are attributable to the taxable income of the Company and its Restricted Subsidiaries (and, to the extent of amounts actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the taxable income of such Unrestricted Subsidiaries); or

(C) to Holdings in amounts equal to amounts expended by Holdings to purchase, repurchase, redeem, retire or otherwise acquire for value Capital Stock of Holdings owned by employees, former employees, directors or former directors, consultants or former consultants of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or former consultants); provided, however, that the aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $1 million per fiscal year of the Company, plus any amounts contributed by Holdings to the Company as a result of sales of shares of Capital Stock to employees, directors and consultants (not including any amounts received by Holdings in connection with the Recapitalization), plus the net proceeds of any key person life insurance received by the Company after the date of the Indenture;

(9) the purchase by the Company of all of the outstanding equity of QuikPlay, LLC not owned by the Company or a Wholly Owned Restricted Subsidiary; provided that the Company can incur $1.00 of additional Indebtedness pursuant to clause (a) of “Incurrence of Indebtedness and Issuance of Disqualified Stock” after giving effect to such purchase;

(10) the repurchase of Capital Stock deemed to occur upon (a) exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options and (b) the withholding of a portion of the Capital Stock granted or awarded to an employee to pay taxes associated therewith;

(11) any reductions of Subordinated Indebtedness (which do not involve any payment of cash) as a result of purchase price adjustments in connection with the acquisition or disposition of assets by the Company or a Restricted Subsidiary permitted by the Indenture;

(12) the redemption or purchase of any Capital Stock or Indebtedness of the Company or any of its Restricted Subsidiaries to the extent required by any Gaming Authority (and any payments of dividends, other distributions or other amounts by the Company to Holdings for the redemption or purchase of any Capital Stock of Holdings to the extent required by (or as a result of any action taken by) any Gaming Authority); and

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(13) distributions to Holdings on the Issue Date of the proceeds of the issuance of the Notes and borrowings under the Credit Agreement in order to consummate the Recapitalization and the cancellation of any receivables payable from the Company’s Ultimate Member pursuant to the Recapitalization Agreement.

Transactions with Affiliates

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of Holdings or the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and

(1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party,

(2) with respect to any transaction or series of related transactions involving aggregate value in excess of $2.5 million,

(a) the Company delivers an officers’ certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and

(b) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or

(3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to:

(i) employee benefit arrangements with any officer, director or manager of the Company, including under any stock option or stock incentive plans, and customary indemnification arrangements with officers, directors or managers of the Company, in each case entered into in the ordinary course of business,

(ii) any Restricted Payments made in compliance with “—Restricted Payments” above,

(iii) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the holders of the Notes than those in effect on the Issue Date;

(iv) transactions required by the Company’s operating agreement as in effect on the date of the Indenture as the same may be amended from time to time in any manner not materially less favorable taken as a whole to the holders of the Notes;

(v) sales of Capital Stock of the Company (other than Disqualified Capital Stock) to Holdings;

(vi) transactions necessary to consummate any aspect of the Recapitalization; and

(vii) transactions necessary to consummate the conversion of the Company or Holdings from a limited liability company into a corporation.

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Liens

The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien of any kind securing any Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of the Indenture or acquired after the date of the Indenture, or assign or convey any right to receive any income or profits therefrom, unless the Notes (or a Guarantee in the case of Liens of a Subsidiary Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for Liens

(A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under “—Consolidation, Merger, Sale of Assets” or securing Acquired Indebtedness which was created prior to (and not created in connection with, or in contemplation of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Indebtedness is permitted under the provisions of “—Incurrence of Indebtedness and Issuance of Disqualified Stock,”

(B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any such Indebtedness described in clause (A), so long as the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing by an amount greater than the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing or

(C) on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of such acquisition;

provided, however, that in the case of clauses (A), (B) and (C), any such Lien only extends to the assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or its Restricted Subsidiaries.

Notwithstanding the foregoing, any Lien securing the Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Pari Passu Indebtedness or Subordinated Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Pari Passu Indebtedness or Subordinated Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not an Affiliate of the Company or Holdings of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien.

Asset Sales

(a)  The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors of the Company and evidenced in a board resolution).

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For purposes of Section (a)(1) of this covenant, the following will be deemed to be cash: (A) the amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities), and (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange.

(b)  All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement or other Senior Indebtedness):

(i)  to prepay permanently or repay permanently any Indebtedness under the Credit Agreement or other Senior Indebtedness or Indebtedness of any Wholly Owned Restricted Subsidiary, or

(ii)  if the Company determines not to apply such Net Cash Proceeds pursuant to clause (i), or if no such Indebtedness under the Credit Agreement or such other Senior Indebtedness is then outstanding, within 360 days of the Asset Sale, to invest the Net Cash Proceeds in properties and other assets that (as determined by the Board of Directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries (including pursuant to capital expenditures) existing on the date of the Indenture or in businesses reasonably related thereto.

The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) and (ii) within 360 days of the Asset Sale constitutes “Excess Proceeds.” Pending the Company’s final determination regarding use or investment of such Net Cash Proceeds, the Company may temporarily repay Indebtedness under its revolving credit facility under the Credit Agreement or invest such Net Cash Proceeds in Cash Equivalents.

(c)  When the aggregate amount of Excess Proceeds exceeds $10 million or more, the Company will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows:

(A) the Company will make an offer to purchase (an “Offer”) from all holders of the Notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Notes tendered) and

(B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness, plus accrued and unpaid interest, if any.

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The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

(d)  If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Notes and the Pari Passu Indebtedness shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

(e)  The Indenture will provide that the Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

Issuances of Guarantees by New Restricted Subsidiaries

The Company will not cause or permit any Restricted Subsidiary (which is not a Subsidiary Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness to which the Company or any other Restricted Subsidiary is a party (other than any Permitted Indebtedness which may be incurred by a Restricted Subsidiary which is not a Subsidiary Guarantor) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a Guarantee of the Notes on the same terms as the guarantee of such Indebtedness except that

(A)  such guarantee need not be secured unless required pursuant to “—Liens,”

(B)  if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes, and

(C)  a Restricted Subsidiary which is a Foreign Subsidiary may guarantee Indebtedness of another Restricted Subsidiary which is a Foreign Subsidiary to the extent such Indebtedness is permitted to be incurred pursuant to “—Incurrence of Indebtedness and Issuance of Disqualified Stock.”

Such Guarantee of the Notes will be automatically released if the guarantee by such Subsidiary Guarantor which resulted in the Guarantee of the Notes is released and such Subsidiary Guarantor is not a guarantor under the Credit Agreement or any other Indebtedness of the Company.

For purpose of clarification, CashCall Systems, Inc. and QuikPlay, LLC shall initially not be Subsidiary Guarantors and neither CashCall Systems, Inc. nor QuikPlay, LLC shall be a Subsidiary Guarantor for so long as such entity is not a Guarantor under the Credit Agreement or of any Indebtedness of the Company.

Limitation on Subsidiary Preferred Stock

(a)  The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a

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Restricted Subsidiary, (B) such Person consolidates or merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary consolidates or merges with or into such person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition by a third party of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Indenture.

(b)  The Company will not permit any Person (other than the Company or a Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries

(a)  The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

(1) pay dividends or make any other distribution on its Capital Stock,

(2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,

(3) make any Investment in the Company or any other Restricted Subsidiary or

(4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

(b)  However, paragraph (a) will not prohibit any

(1) encumbrance or restriction pursuant to an agreement (including the Credit Agreement and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereto) in effect on the date of the Indenture;

(2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;

(3) encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;

(4) encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, so long as the agreement containing such restriction does not violate any other provision of the Indenture;

(5) encumbrance or restriction existing under applicable law or any requirement of any regulatory body;

(6) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(7) customary non-assignment provisions in leases, licenses or contracts;

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(8) customary restrictions contained in (A) asset sale agreements permitted to be incurred under the provisions of the covenant described above under the caption “—Asset Sales” that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(9) customary restrictions imposed by the terms of shareholders’, partnership, limited liability company or joint venture agreements entered into in the ordinary course of business; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, limited liability company or joint venture; and provided, further, however, that such encumbrances and restrictions may not materially impact the ability of the company to permit payments on the Notes when due as required by the terms of the Indenture;

(10) restrictions contained in any other credit or note facility or indenture governing debt of the Company or any Subsidiary Guarantor that are not (in the view of the Board of Directors of the Company as expressed in a board resolution thereof) materially more restrictive, taken as a whole, than those contained in the Credit Agreement;

(11) customary restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to the terms of “Incurrence of Indebtedness and Issuance of Disqualified Capital Stock”; and

(12) encumbrance or restriction under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Layering Debt

Notwithstanding the provisions described above under “—Incurrence of Indebtedness and Issuance of Disqualified Stock,” the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of the Company and senior in right of payment to the Notes, and Finance Corp. will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of Finance Corp. and senior in right of payment to the Notes. In addition, no Subsidiary Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness of such Subsidiary Guarantor that is subordinate or junior in right of payment to any Indebtedness of such Subsidiary Guarantor and senior in right of payment to the Guarantee of such Subsidiary Guarantor.

Unrestricted Subsidiaries

The Company may designate after the Issue Date any Subsidiary (other than Finance Corp.) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(b) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of “—Restricted Payments” above in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors;

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(c) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Disqualified Stock” at the time of such Designation (assuming the effectiveness of such Designation);

(d) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;

(e) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and

(f) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or Holdings or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment.

In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant “—Restricted Payments” for all purposes of the Indenture in the Designation Amount.

The Indenture will also provide that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

(a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or

(b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if:

(a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;

(b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture; and

(c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Disqualified Stock.”

All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

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Payments for Consent

The Indenture will provide that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Restrictions on Activities of Finance Corp.

The Indenture provides that Finance Corp. will not hold any material assets or become liable for any obligations or engage in any business activities, provided that Finance Corp. may be a co-obligor of the Notes (including any Additional Notes) pursuant to the terms of the Indenture, a borrower or guarantor pursuant to the terms of the Credit Agreement or a co-obligor on other Indebtedness of the Company if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Company’s Restricted Subsidiaries other than Finance Corp. Finance Corp. may, as necessary, engage in any activities directly related to or necessary in connection with serving as a co-obligor of the Notes, a borrower or guarantor pursuant to the terms of the Credit Agreement and a co-obligor on such other Indebtedness. The Company will not sell or otherwise dispose of any shares of Capital Stock of Finance Corp. and will not permit Finance Corp., directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock.

Reports

Whether or not the Co-Obligors are subject to Section 13(a) or 15(d) of the Exchange Act, the Co-Obligors and any Subsidiary Guarantor will (following the Exchange Offer or the effectiveness of a Shelf Registration Statement), to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Co-Obligors and such Subsidiary Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Co-Obligors or such Subsidiary Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the “Required Filing Date”) by which the Co-Obligors and such Subsidiary Guarantor would have been required so to file such documents if the Co-Obligors and such Subsidiary Guarantor were so subject.

The Co-Obligors and any Subsidiary Guarantor will also in any event (a) within 15 days of each Required Filing Date (whether before or following the Exchange Offer or the effectiveness of a Shelf Registration Statement) (1) transmit by mail to all holders, as their names and addresses appear in the security register, without cost to such holders and (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Co-Obligors and such Subsidiary Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Co-Obligors and such Subsidiary Guarantor were subject to either of such Sections and (b) if filing such documents by the Co-Obligors and such Subsidiary Guarantor with the Commission is not permitted under the Exchange Act or prior to the Exchange Offer or the effectiveness of a Shelf Registration Statement, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder at the Co-Obligors’ cost.

If any Subsidiary Guarantor’s or secured party’s financial statements would be required to be included in the financial statements filed or delivered pursuant to the Indenture if the Co-Obligors were subject to Section 13(a) or 15(d) of the Exchange Act, the Co-Obligors shall include such Subsidiary Guarantor’s or secured party’s financial statements in any filing or delivery pursuant to the Indenture.

The Indenture also provides that, so long as any of the Notes remain outstanding, the Co-Obligors will make available to any prospective purchaser of Notes or beneficial owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Co-Obligors have

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either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act.

Consolidation, Merger, Sale of Assets

The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Subsidiary Guarantor), unless at the time and after giving effect thereto

(1) either (a) the Company will be the continuing corporation or limited liability company or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation or limited liability company duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture and the Registration Rights Agreement (as that term is defined under “Exchange Offer; Registration Rights”), as the case may be, and the Notes and the Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations);

(2) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;

(3) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock;”

(4) at the time of the transaction, each Subsidiary Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes, and Finance Corp., unless it is the other party to the transactions described above, will have by supplemental indenture confirmed its obligations under the Indenture and the Notes;

(5) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of “—Certain Covenants—Liens” are complied with;

(6) such transaction would not result in the loss, suspension or material impairment of any Gaming License of the Company or any of its Restricted Subsidiaries unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment;

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(7) such transaction would not require any holder or beneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdictions, provided that such holder or beneficial owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any gaming jurisdiction in the absence of such transaction; and

(8) at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

Each Subsidiary Guarantor will not, and the Company will not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any Subsidiary Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Subsidiary Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Subsidiary Guarantor), unless at the time and after giving effect thereto

(1) either (a) the Subsidiary Guarantor will be the continuing corporation or limited liability company in the case of a consolidation or merger involving the Subsidiary Guarantor or (b) the Person (if other than the Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Subsidiary Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee of the Notes and the Indenture and the Registration Rights Agreement and such Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect;

(2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and

(3) at the time of the transaction such Subsidiary Guarantor or the Surviving Subsidiary Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph shall not apply to any Subsidiary Guarantor whose Subsidiary Guarantee of the Notes is unconditionally released and discharged in accordance with the Indenture.

In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company, Finance Corp. or any Subsidiary Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, Finance Corp. or such Subsidiary Guarantor, as the case may be, and the Company, Finance Corp. or

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any Subsidiary Guarantor, as the case may be, would be discharged from all obligations and covenants under the Indenture and the Notes or its Subsidiary Guarantee, as the case may be, and the Registration Rights Agreement.

Notwithstanding the foregoing, (1) the Company may merge with an Affiliate incorporated or organized in the United States of America, any state thereof or the District of Columbia solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits, provided that prior to and in connection with any such transaction, clause (7) of the definition of “Permitted C-Corp. Reorganization” shall have been satisfied, (2) the Company and any of its Restricted Subsidiaries may reorganize pursuant to a Permitted C-Corp Reorganization such that the Company becomes classified as a corporation for federal and state tax purposes, provided that such transaction is solely for the purpose of such reorganization and not for the purpose of evading this provision or any other provision of the Indenture, and (3) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor.

An assumption by any Person of the Company’s, Finance Corp.’s or any Subsidiary Guarantor’s obligations under the Indenture and the Notes or a Subsidiary Guarantee might be deemed for U.S. federal income tax purposes to be an exchange of the Notes for “new” Notes by the holders thereof resulting, in recognition of gain or loss for such purposes and possibly other adverse tax consequences to beneficial owners of the Notes. You should consult your own tax advisors regarding the tax consequence of any such assumption.

Events of Default

An Event of Default will occur under the Indenture if:

(1) there shall be a default in the payment of any interest (including liquidated damages) on any Note when it becomes due and payable, and such default shall continue for a period of 30 days (whether or not such payment is prohibited by the provisions described under “Subordination” above);

(2) there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise) (whether or not such payment is prohibited by the provisions described under “Subordination” above);

(3) (a) there shall be a default in the performance, or breach, of any covenant or agreement of the Co-Obligors or any Subsidiary Guarantor under the Indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Co-Obligors by the Trustee or (2) to the Co-Obligors and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes; (b) there shall be a default in the performance or breach of the provisions described in “—Consolidation, Merger, Sale of Assets;” (c) the Co-Obligors shall have failed to make or consummate an Offer in accordance with the provisions of “—Certain Covenants—Asset Sales;” or (d) the Co-Obligors shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of “Change of Control;”

(4) one or more defaults shall have occurred under any of the agreements, indentures or instruments under which the Company, any Subsidiary Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $5 million, individually or in the aggregate, and either (a) such default results from the failure to pay such Indebtedness at its stated final maturity or (b) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness;

(5) any Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Subsidiary Guarantor or either Co-Obligor not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the Indenture and any such Guarantee, and such cessation or assertion shall not be cured within five days;

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(6) one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $7.5 million, either individually or in the aggregate, shall be rendered against the Company, any Subsidiary Guarantor or any Subsidiary or any of their respective properties and shall not be discharged and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect (provided that in calculating the aggregate $7.5 million liability for purposes of this provision, judgments, orders or decrees arising out of the GameCash Litigation shall be excluded in the amount not to exceed $7.5 million in the aggregate);

(7) certain events of bankruptcy, insolvency or reorganization occur with respect to the Co-Obligors or any Subsidiary Guarantor; and

(8) any material Gaming License is revoked, suspended, expired (without previous or concurrent renewal) or lost for more than 60 days other than as a result of any Asset Sale made in accordance with the provisions of the Indenture or any voluntary relinquishment that is, in the judgment of the Company, both desirable in the conduct of the business of the Company and its Restricted Subsidiaries and not disadvantageous to the noteholders in any material respect.

If an Event of Default (other than as specified in clause (7) of the prior paragraph with respect to either of the Co-Obligors) shall occur and be continuing with respect to the Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Co-Obligors (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately; provided, however, that so long as any Indebtedness under the Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Credit Agreement and (y) five business days after the giving of the acceleration notice to the Co-Obligors and the Agent Bank of such acceleration. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (4) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by the Co-Obligors or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto (and any acceleration of such Indebtedness was rescinded), so long as (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified in clause (7) of the prior paragraph with respect to either of the Co-Obligors occurs and is continuing, then all the Notes shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceedings.

After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Co-Obligors and the Trustee, may rescind and annul such declaration and its consequences if

(a) the Co-Obligors have paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes;

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(b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

The holders of not less than a majority in aggregate principal amount of the Notes outstanding may on behalf of the holders of all outstanding Notes waive any past default under the Indenture and its consequences, except a default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each Note affected by such modification or amendment.

No holder of any of the Notes has any right to institute any proceedings with respect to the Indenture or any remedy thereunder, unless the holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request, and offered indemnity satisfactory to it, to the Trustee to institute such proceeding as Trustee under the Notes and the Indenture, the Trustee has failed to institute such proceeding within 60 days after receipt of such notice, written request and offer of indemnity and the Trustee, within such 60-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding Notes. Such limitations do not, however, apply to a suit instituted by a holder of a Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Note on or after the respective due dates expressed in such Note.

The Co-Obligors are required to notify the Trustee within five business days of their knowledge of the occurrence of any Default. The Co-Obligors are required to deliver to the Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the Indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of the Notes unless such holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Co-Obligors with the intention of avoiding payment of the premium that the Co-Obligors would have had to pay if the Co-Obligors then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Co-Obligors with the intention of avoiding the premium payable upon optional redemption of the Notes, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Co-Obligors or any Subsidiary Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, member or stockholder of the Co-Obligors or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Co-Obligors or the Subsidiary Guarantors under the Notes, the Indenture, the Guarantees or the Registration Rights Agreement, or for any claim based on, in respect of, or

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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.

Defeasance or Covenant Defeasance of Indenture

The Co-Obligors may, at their option and at any time, elect to have the obligations of the Co-Obligors, any Subsidiary Guarantor and any other obligor upon the Notes discharged with respect to the outstanding Notes (“defeasance”). Such defeasance means that the Co-Obligors, any such Subsidiary Guarantor and any other obligor under the Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for

(1) the rights of holders of such outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes and liquidated damages, if any, when such payments are due,

(2) the Co-Obligors’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trusts, duties and immunities of the Trustee and

(4) the defeasance provisions of the Indenture.

In addition, the Co-Obligors may, at their option and at any time, elect to have the obligations of the Co-Obligors and any Subsidiary Guarantor released with respect to certain covenants that are described in the Indenture (“covenant defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either defeasance or covenant defeasance,

(a) the Co-Obligors must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes cash in United States dollars, U.S. Government Obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or on any date after March 15, 2008 (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either defeasance or covenant defeasance, the Co-Obligors have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date);

(b) in the case of defeasance, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Co-Obligors have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(c) in the case of covenant defeasance, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of

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such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clause (7) under the first paragraph under “—Events of Default” is concerned, at any time during the period ending on the 91st day after the date of deposit;

(e) such defeasance or covenant defeasance shall not cause the Trustee for the Notes to have a conflicting interest as defined in the Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Co-Obligors or any Subsidiary Guarantor;

(f) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the Indenture or any other material agreement or instrument to which the Company, any Subsidiary Guarantor or any Restricted Subsidiary is a party or by which it is bound;

(g) such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

(h) the Co-Obligors will have delivered to the Trustee an opinion of independent counsel in the United States to the effect that (assuming no holder of the Notes would be considered an insider of the Co-Obligors or any Subsidiary Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Co-Obligors or any Subsidiary Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(i) the Co-Obligors shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Co-Obligors with the intent of preferring the holders of the Notes or any Guarantee over the other creditors of the Co-Obligors or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Co-Obligors, any Subsidiary Guarantor or others;

(j) no event or condition shall exist that would prevent the Co-Obligors from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and

(k) the Co-Obligors will have delivered to the Trustee an officers’ certificate and an opinion of independent counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) as to all outstanding Notes under the Indenture when

(a) either

(1) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Co-Obligors and thereafter repaid to the Co-Obligors or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation or

(2) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Co-Obligors;

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(b) either of the Co-Obligors or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;

(c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(d) the Co-Obligors or any Subsidiary Guarantor have paid or caused to be paid all other sums payable under the Indenture by the Co-Obligors and any Subsidiary Guarantor; and

(e) the Co-Obligors have delivered to the Trustee an officers’ certificate and an opinion of independent counsel each stating that (1) all conditions precedent under the Indenture relating to the satisfaction and discharge of such Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which the Co-Obligors, any Subsidiary Guarantor or any Subsidiary is a party or by which the Co-Obligors, any Subsidiary Guarantor or any Subsidiary is bound.

Amendments and Waivers

Modifications and amendments of the Indenture may be made by the Company, Finance Corp., each Subsidiary Guarantor, if any, and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes); provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby:

(1) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

(2) amend, change or modify the obligation of the Co-Obligors to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with “Change of Control,” including, in each case, amending, changing or modifying any definitions related thereto;

(3) reduce the percentage in principal amount of such outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the Indenture;

(4) modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each such Note affected thereby;

(5) except as otherwise permitted under “Consolidation, Merger, Sale of Assets,” consent to the assignment or transfer by the Company, Finance Corp. or any Subsidiary Guarantor of any of its rights and obligations under the Indenture; or

(6) amend or modify any of the provisions of the Indenture in any manner which makes any change to the subordination provisions of the Notes or makes any change to the subordination provisions of any Guarantee.

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Notwithstanding the foregoing, without the consent of any holders of the Notes, the Co-Obligors, any Subsidiary Guarantor, any other obligor under the Notes and the Trustee may modify or amend the Indenture:

(1) to evidence the succession of another Person to the Company, Finance Corp. or a Subsidiary Guarantor, and the assumption by any such successor of the covenants of the Company, Finance Corp. or such Subsidiary Guarantor in the Indenture and in the Notes and in any Guarantee in accordance with “—Consolidation, Merger, Sale of Assets;”

(2) to add to the covenants of the Company, Finance Corp., any Subsidiary Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company, Finance Corp. or any Subsidiary Guarantor or any other obligor upon the Notes, as applicable, in the Indenture, in the Notes or in any Guarantee;

(3) to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee or make any other provisions with respect to matters or questions arising under the Indenture, the Notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the holders of the Notes;

(4) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(5) to add a Subsidiary Guarantor under the Indenture;

(6) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;

(7) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the Company’s, Finance Corp.’s and any Subsidiary Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to the Indenture or otherwise;

(8) to provide for the issuance of Additional Notes under the Indenture in accordance with the limitations set forth in the Indenture; or

(9) to provide for the issuance of the Exchange Notes pursuant to the terms of the Indenture.

The holders of a majority in aggregate principal amount of the Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Indenture.

Notwithstanding the foregoing, and so long as the Credit Agreement is outstanding, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) consent thereto.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer document and the Co-Obligors may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Co-Obligors are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Governing Law

The Indenture, the Notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

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Concerning the Trustee

The Bank of New York, the Trustee under the Indenture, will be the initial paying agent and registrar for the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Co-Obligors, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee with such conflict or resign as Trustee.

The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs (which has not been cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

The Notes will be issued in the form of one or more global notes (“Global Notes”). The global notes will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the “Global Note Holder”).

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including if applicable, those of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”)), which may change from time to time.

Depositary Procedures

The following description of the operations and procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Co-Obligors take no responsibility for these operations and procedures and urges investors to contact the system or its participants directly to discuss these matters.

DTC has advised the Co-Obligors that DTC is a limited-purpose trust company that was created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in such securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchaser), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of the

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Depositary only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants or Indirect Participants.

DTC has also advised the Co-Obligors that pursuant to procedures established by it (i) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchaser with portions of the principal amount of the Global Notes and (ii) ownership of the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants), or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes). Prospective purchasers are advised that the laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to own, transfer or pledge Notes evidenced by the Global Notes will be limited to such extent.

The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interest in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and premium and Liquidated Damages, if any, and interest on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Co-Obligors and the Trustee will treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Co-Obligors, the Trustee nor any agent of the Co-Obligors or the Trustee has or will have any responsibility or liability for (i) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes, or (ii) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Co-Obligors that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Co-Obligors. Neither the Co-Obligors nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Co-Obligors and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures and will be settled in same day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

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Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Co-Obligors that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the U.S. Global Notes and the Offshore Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Co-Obligors nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive Notes in registered certificated form (“Certificated Notes”) if:

(1)  DTC (a) notifies the Co-Obligors that it is unwilling or unable to continue as depositary for the Global Notes and the Co-Obligors fail to appoint a successor depositary within 90 days or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2)  the Co-Obligors, at their option, notify the Trustee in writing that they elect to cause the issuance of the Certificated Notes; or

(3)  there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

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Same-Day Settlement and Payment

The Indenture will require that payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages if any (as defined under the caption “—Exchange Offer; Registration Rights”) be made by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. With respect to Certificated Notes, the Co-Obligors will make all payments of principal, premium, if any, interest and Liquidated Damages, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered address. The Notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Co-Obligors expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. DTC has advised the Co-Obligors that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

“Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

“Affiliate” means, with respect to any specified Person: (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (2) any other Person that owns, directly or indirectly, 10% or more of any class or series of such specified Person’s (or any of such Person’s direct or indirect parent’s) Capital Stock or any officer, director or manager of any such specified Person or other Person or, with respect to any natural Person, any person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin; or (3) any other Person 10% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person; provided that any bank or lending institution that is a signatory to the Credit Agreement (or affiliates thereof) shall not be deemed an Affiliate of a Person unless it has the right to elect a majority of the board of directors or managers of that Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Bank” means Bank of America, N.A., and its successors under the Credit Agreement, in its capacity as administrative agent.

“Applicable Capital Gains Tax Rate” means,

(A) with respect to a Tax Year and an Ultimate Member that is an individual, a rate equal to the sum of: (i) the highest marginal federal capital gain tax rate applicable in such Tax Year to an individual who is a

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citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local capital gain tax rates applicable in such Tax Year to an individual who is a resident of the City of San Francisco in the State of California, multiplied by a factor equal to 1 minus the highest marginal federal capital gain tax rate described in clause (i) above; and

(B) with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the Applicable Ordinary Tax Rate.

“Applicable Ordinary Tax Rate” means, with respect to a Tax Year, a rate equal to the sum of: (i) the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local ordinary income tax rates applicable in such Tax Year to an individual who is a resident of the City of San Francisco in the State of California, multiplied by a factor equal to 1 minus the highest marginal federal income tax rate described in clause (i) above; provided, however, that if the highest marginal federal corporate income tax rate applicable in such Tax Year exceeds the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, then, solely for purposes of determining Permitted Tax Distributions with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the rate described in clause (i) above shall be the highest marginal federal corporate income tax rate applicable in such Tax Year.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

(1) any Capital Stock of any Restricted Subsidiary (other than director’s qualifying stock);

(2) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other properties, assets or rights or Capital Stock of the Company or any Restricted Subsidiary other than in the ordinary course of business.

For the purposes of this definition, the term “Asset Sale” shall not include

(A) any transfer of properties and assets that is governed by the provisions described under “Consolidation, Merger, Sale of Assets,”

(B) any transfer of properties and assets that is by the Company to any Subsidiary Guarantor or Wholly Owned Restricted Subsidiary, or by any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary or Subsidiary Guarantor in accordance with the terms of the Indenture,

(C) any transfer of properties and assets that would be within the definition of a “Restricted Payment” under the “Restricted Payments” covenant and would be permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under such covenant,

(D) any transfer of obsolete equipment in the ordinary course of business,

(E) any transfer that involves the disposition of the Capital Stock of an Unrestricted Subsidiary,

(F) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(G) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; or

(H) any transfer of properties and assets the Fair Market Value of which in the aggregate does not exceed $1 million in any transaction or series of related transactions.

“Average Life to Stated Maturity” means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of

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determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Board of Directors” means, with respect to any Person, the board of directors, management committee or other equivalent management entity of such Person or any committee thereof duly authorized to act on behalf of such board. With respect to the Company, (1) at such time as the Company is a limited liability company, references herein to the Board of Directors of the Company refer to the management committee of Holdings, the sole member of the Company, and (2) at such time as the Company is a C-Corporation, references herein to the Board of Directors of the Company refer to the board of directors of the Company.

“Capital Lease Obligation” of any Person means any obligation of such Person and its Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

“Capital Stock” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, other equity interests whether now outstanding or issued after the date of the Indenture, partnership interests (whether general or limited), limited liability company interests, membership interests, any other interest or participation that confers on a Person that right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

“Cash Equivalents” means

(1) any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof,

(2) deposits, certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System and whose senior unsecured debt is rated at least “A-1” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), or at least “P-1” by Moody’s Investors Service, Inc. (“Moody’s”),

(3) commercial paper with a maturity of 365 days or less issued by a corporation (other than an Affiliate or Subsidiary of the Company or Holdings) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and rated at least “A-1” by S&P and at least “P-1” by Moody’s,

(4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition, and

(5) money market funds which invest substantially all of their assets in securities described in the preceding clauses (1) through (4).

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of

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all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company or Holdings;

(2) during any period of two consecutive years, individuals who at the beginning of such period constituted Board of Directors of the Company or Holdings (together with any new directors or managers whose election to such board or whose nomination for election by the stockholders or members of the Company or the stockholders or members of Holdings was approved by a vote of a majority of the directors or managers then still in office who were either directors or managers at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors of the Company or Holdings, as the case may be, then in office;

(3) the Company or Holdings consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges into or with the Company or Holdings, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company or Holdings is converted into or exchanged for cash, securities or other property, other than any such transaction where

(A) the outstanding Voting Stock of the Company or Holdings is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Disqualified Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company or Holdings as a Restricted Payment as described under “—Certain Covenants—Restricted Payments” (and such amount shall be treated as a Restricted Payment subject to the provisions in the Indenture described under “—Certain Covenants—Restricted Payments”) and

(B) immediately after such transaction, no “person” or “group,” other than Permitted Holders, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving entity;

(4) the Company or Holdings is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under “—Consolidation, Merger, Sale of Assets;” or

(5) Holdings ceases to own 100% of the Capital Stock of the Company (other than as a result of a merger of the Company into Holdings to the extent permitted by the Indenture).

For purposes of this definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring voting stock of the Company or Holdings will be deemed to be a transfer of such portion of such voting stock as corresponds to the portion of the equity of such entity that has been so transferred. For purposes of clarification, the Recapitalization shall not be deemed a Change of Control under the Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act then the body performing such duties at such time.

“Commodity Price Protection Agreement” means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value which is dependent upon, fluctuations in commodity prices.

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“Company” means Global Cash Access, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.

“Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the ratio of

(a) the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries on a Consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to

(b) the sum of Consolidated Interest Expense for such period and cash and non-cash dividends paid on any Disqualified Capital Stock of such Person and its Restricted Subsidiaries or Preferred Stock of its Restricted Subsidiaries during such period,

in each case after giving pro forma effect (i) (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

(1) the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;

(2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period);

(3) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and

(4) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition had been consummated on the first day of such period;

and (ii) with respect to calculations which include quarterly periods ending in 2003, to all adjustments reflected in the prospectus as cost savings;

provided that

(1) in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate and

(2) in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

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“Consolidated Income Tax Expense” of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

“Consolidated Interest Expense” of any Person means, without duplication, for any period, the sum of

(a) the interest expense of such Person and its Restricted Subsidiaries for such period, on a Consolidated basis, including, without limitation,

(1) amortization of debt discount,

(2) the net cash costs associated with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price Protection Agreements (including amortization of discounts),

(3) the interest portion of any deferred payment obligation,

(4) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing,

(5) fees payable by the Company pursuant to the Vault Cash Agreement, and

(6) accrued interest, plus

(b)   (1) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and

(2) all capitalized interest (as amortized or accrued) of such Person and its Restricted Subsidiaries plus

(c) the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a)(4) above, whether or not paid by such Person or its Restricted Subsidiaries, plus

(d) dividend requirements of the Company with respect to Disqualified Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be).

“Consolidated Net Income (Loss)” of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(1) all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto),

(2) the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,

(3) any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,

(4) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,

(5) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions),

(6) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,

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(7) any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the date of the Indenture,

(8) any net gain arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,

(9) all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness,

(10) the cumulative effect of a change in accounting principles, or

(11) any non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards.

For purposes of the calculations under “Certain Covenants—Restricted Payments,” the Consolidated Net Income of the Company during any period (or portion thereof) in which the Company is a Flow-Through Entity shall be reduced by the amount of Permitted Tax Distributions made or which may be made with respect to such period pursuant to the definition thereof.

“Consolidated Non-cash Charges” of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

“Consolidation” means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

“Credit Agreement” means the Credit Agreement, to be dated on or about March 10, 2004, as amended, among the Company, Holdings, Banc of America Securities LLC, as sole lead arranger and sole book manager, Bank of America, N.A., as administrative agent, l/c issuer and swingline lender, and certain lenders party thereto, as such agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing including, without limitation, any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders)), including one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, letters of credit or other debt obligations which refinance or replace the Credit Agreement.

“Currency Hedging Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Indebtedness” means (i) all Senior Indebtedness under the Credit Agreement and (ii) any other Senior Indebtedness which at the time of determination has an aggregate principal amount outstanding of at least $25 million and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as “Designated Senior Indebtedness” by the Company.

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“Disinterested Director” means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

“Disqualified Capital Stock” means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

“Disregarded Entity” means an entity described in clause (a)(ii) of the definition of Flow-Through Entity.

“Equity Offering” means (x) an underwritten public offering of common stock (other than Disqualified Capital Stock) of the Company or Holdings pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company or Holdings) or (y) a private offering of common stock (other than Disqualified Capital Stock) of the Company or Holdings to a strategic investor (other than an Affiliate of the Company or Holdings), in either case (x) or (y) with gross cash proceeds to the Company or Holdings of at least $50 million.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Company acting in good faith and for items over $1.0 million shall be evidenced by a resolution of the Management Committee.

“Flow-Through Entity” means an entity that (a) for federal income tax purposes (i) constitutes a “partnership” (within the meaning of Section 7701(a)(2) of the Code), other than a publicly traded partnership treated as a corporation under Section 7704 of the Code or (ii) constitutes a business entity that is disregarded as an entity separate from its single beneficial owner under the Code, Treasury Regulations or any published administrative guidance of the Internal Revenue Service (each of the entities described in (i) or (ii), a “Federal Flow-Through Entity”), and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made to Ultimate Members that are individuals, i.e., the State of California and the City of San Francisco, is subject to treatment on a basis substantially similar to a Federal Flow-Through Entity under the applicable state and local income tax laws.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

“GameCash Litigation” means an action commenced in April of 2003 against the Company and First Data Corporation in the District Court of the State of Minnesota (Hennepin County) by Game Financial Corporation and its then ultimate parent, Viad Corporation. The GameCash Litigation was settled pursuant to a Settlement Agreement dated on or about June 7, 2004, pursuant to which the Company paid Game Financial Corporation $2.1 million.

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“Gaming Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter in existence, or any officer or official thereof, with authority to regulate any gaming-related operations of the Company or any of its Subsidiaries.

“Gaming License” means any license, permit, franchise or other authorization from any Gaming Authority necessary on the date of the Indenture or at any time thereafter to own, lease or operate the assets of or otherwise conduct the business of the Company or any of its Subsidiaries.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Public Company Accounting Oversight Board or the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect (i) with respect to periodic reporting requirements, from time to time, and (ii) otherwise on the date of the Indenture.

“Guarantee” means the guarantee by any Subsidiary Guarantor of the Co-Obligors’ Indenture Obligations.

“Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement:

(1) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

(2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

(3) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),

(4) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or

(5) otherwise to assure a creditor against loss;

provided that the term “guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

“Holdings” means GCA Holdings, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Holdings” shall mean such successor Person.

“Indebtedness” means, with respect to any Person, without duplication,

(1) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,

(2) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,

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(3) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business,

(4) all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),

(5) all Capital Lease Obligations of such Person,

(6) all Indebtedness referred to in clauses (1) through (5) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness,

(7) all Guaranteed Debt of such Person,

(8) all Disqualified Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,

(9) Preferred Stock of any Restricted Subsidiary of the Company or any Subsidiary Guarantor and

(10) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (9) above.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Disqualified Capital Stock.

“Indenture Obligations” means the obligations of the Company and any other obligor under the Indenture or under the Notes, including any Subsidiary Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the Indenture, the Notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the Notes, according to the respective terms thereof.

“Interest Rate Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

“Investment” means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by, any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. “Investment” shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company’s or any Restricted Subsidiary’s balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company

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such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in “—Certain Covenants—Restricted Payments.” Credit extension to gaming patrons in the ordinary course of business, consistent with industry practice, shall not be deemed an Investment.

“Issue Date” means the original issue date of the Notes under the Indenture.

“Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

“Majority Owned Restricted Subsidiary” means a Restricted Subsidiary at least 70% of the Capital Stock of which is owned by the Company or a Wholly Owned Restricted Subsidiary.

“Maturity” means, when used with respect to the Notes, the date on which the principal of the Notes becomes due and payable as therein provided or as provided in the Indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

“Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, each Person that is a direct member of Holdings.

“Net Cash Proceeds” means

(a) with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of

(1) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,

(2) provisions for all taxes and Tax Distributions paid or payable as a result of such Asset Sale,

(3) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,

(4) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale and

(5) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an officers’ certificate delivered to the Trustee and

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(b) with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under “—Certain Covenants—Restricted Payments,” the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes and Tax Distributions paid or payable as a result thereof.

“Net Capital Gain” means, with respect to any Tax Year, the sum of (i) any net capital gain (i.e., net long-term capital gain over net short-term capital loss) and (ii) any dividend income that is treated as net capital gain, under Section 1(h)(11) of the Internal Revenue Code or for California income tax purposes, of the Company that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Ordinary Income” means, with respect to any Tax Year, the excess of (A) all items of taxable income or gain (other than capital gain and, for purposes of determining Permitted Tax Distributions with respect to Ultimate Members that are individuals, any dividend income that is treated as net capital gain under Section 1(h)(11) of the Internal Revenue Code or for California income tax purposes) of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year over (B) all items of taxable deduction or loss (other than capital loss) of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Short Term Capital Gain” means, with respect to any Tax Year, any net short-term capital gain (i.e., net short-term capital gain in excess of net long-term capital loss) of the Company that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes for such Tax Year.

“Pari Passu Indebtedness” means (a) any Indebtedness of the Company or Finance Corp. that is equal in right of payment to the Notes and (b) with respect to any Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

“Permitted C-Corp Reorganization” means a transaction resulting in the Company or any of its Restricted Subsidiaries becoming a subchapter “C” corporation under the Internal Revenue Code, provided that in connection with any such transaction

(1) the resulting entity will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture and the Registration Rights Agreement, as the case may be, and the Notes and the Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such entity’s obligations);

(2) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;

(3) at the time of the transaction, each Subsidiary Guarantor, if any, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes;

(4) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of “—Certain Covenants—Liens” are complied with;

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(5) such transaction would not result in the loss, suspension or material impairment of any Gaming License of the Company or any of its Restricted Subsidiaries unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment;

(6) such transaction would not require any holder or beneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdictions, provided that such holder or beneficial owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any gaming jurisdiction in the absence of such transaction;

(7) prior to such transaction, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (i) the holders and beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such transaction and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred, and (ii) the Co-Obligors will not recognize income, gain or loss for federal and state income (and franchise) tax purposes as a result of such transaction; and

(8) at the time of the transaction, the Co-Obligors shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

“Permitted Holders” means Karim Maskatiya, Robert Cucinotta or any of their respective Affiliates, including without limitation their immediate family members and trusts for their benefit or the benefit of their immediate family members.

“Permitted Investment” means

(1) Investments in any Wholly Owned Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Wholly Owned Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or any Wholly Owned Restricted Subsidiary;

(2) Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5), (6) and (7) of the definition of “Permitted Indebtedness;”

(3) Investments in any of the Notes;

(4) Cash Equivalents;

(5) Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under “—Certain Covenants—Asset Sales” to the extent such Investments are non-cash proceeds as permitted under such covenant;

(6) Investments in existence on the date of the Indenture;

(7) Investments acquired in exchange for the issuance of Capital Stock of Holdings or the Company (other than Disqualified Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary);

(8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

(9) loans or advances to employees of the Company or Holdings in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including travel, entertainment and moving expenses) in the aggregate amount outstanding at any one time of $2 million;

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(10) any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(11) Investments in QuikPlay, LLC in an aggregate amount not to exceed $20 million;

(12) other Investments in the aggregate amount outstanding at any one time of up to $10 million;

(13) Investments in any Permitted Joint Venture in an amount not to exceed $5 million in the aggregate for all such Permitted Joint Ventures;

(14) Investments in any Majority Owned Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Majority Owned Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Majority Owned Restricted Subsidiary;

(15) hedging obligations permitted under “—Incurrence of Indebtedness and Issuance of Disqualified Stock;” and

(16) Investments in a joint venture entity with NRT Technology Corporation or its affiliates related to QuickJack Plus in an aggregate amount not to exceed $10 million.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company’s Board of Directors) at the time of Investment.

“Permitted Joint Ventures” mean any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in which the Company or any of its Restricted Subsidiaries is a joint venturer; provided, however, that (a) the joint venture is engaged solely in a business related to gaming or cash access or a business reasonably related or ancillary thereto, (b) the joint venture is managed by the Company or such Restricted Subsidiary and (c) the governing documents of the joint venture require the consent of the Company or such Restricted Subsidiary with respect to any material decisions relating to the existence, activities, governance or other matters of the joint venture.

“Permitted Tax Distributions” means, with respect to each Tax Year, a distribution of cash to Holdings (for distribution to the Members and Ultimate Members) in an amount equal to (A) the sum of (x) the product of Net Ordinary Income and the Applicable Ordinary Tax Rate, (y) the product of Net Capital Gain and the Applicable Capital Gains Tax Rate, and (z) the product of Net Short-Term Capital Gain and the Applicable Ordinary Tax Rate, minus (B) the sum of the Tax Loss Amount and Tax Credits. For purposes of calculating the amount of Permitted Tax Distributions (including the Tax Loss Amount and Tax Credits), (i) any elections made by Holdings, the Company or any Subsidiary of the Company under Section 754 of the Code shall be taken into account, (ii) the proportionate part of the items of taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of any Subsidiary of the Company that is a Flow-Through Entity (but only for such periods in which such Subsidiary is a Flow-Through Entity) shall be included in determining the taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of the Company, and (iii) notwithstanding the immediately preceding clause (ii), any income or gain (including capital gain) arising from a Permitted C-Corp Reorganization or a merger of the Company with an Affiliate for purposes of reincorporating the Company in another jurisdiction to realize tax benefits, shall not be taken into account.

Payments of estimated amounts of Permitted Tax Distributions as are reasonably necessary to enable the Ultimate Members to satisfy their respective liabilities to make estimated tax payments under applicable tax laws may be made within fifteen days following March 31, May 31, August 31, and December 31 of each calendar year (each, an “Estimated Tax Distribution Date”). The determination of the estimated amounts of Permitted Tax Distributions to be paid on the Estimated Tax Distribution Dates shall be based upon a reasonable estimate of the

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excess of (x) the Permitted Tax Distributions that would be payable for the period beginning on January 1 of such calendar year and ending on March 31, May 31, August 31, and December 31, respectively, of such calendar year if such period were a taxable year (computed as provided above) over (y) payments of estimated amounts of Permitted Tax Distributions made with respect to all prior periods during such calendar year.

The amount of the Permitted Tax Distributions for a Tax Year shall be re-computed promptly after (i) the filing by Holdings, the Company and each Subsidiary of the Company that is treated as a Flow-Through Entity of their respective annual income tax returns (if any) and (ii) an appropriate federal, state or local taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss (including capital gain or loss) or credits of or attributable to the Company or any such Subsidiary that is treated as a Flow-Through Entity for such Tax Year or the aggregate Tax Loss Amount carried forward to such Tax Year should be changed or adjusted (including by reason of a final determination that the Company or such Subsidiary was not a Flow-Through Entity) (each of clauses (i) and (ii), a “Tax Calculation Event”). Promptly after a Tax Calculation Event, the Company shall cause a nationally recognized accounting firm to deliver promptly to the Trustee a memorandum by such accounting firm (the “Accountant’s Memorandum”) (a) showing the computation of the Permitted Tax Distributions with respect to the relevant Tax Year, (b) certifying that such computation has been made in accordance with the definition of Permitted Tax Distributions and in a manner consistent with the reporting and treatment of the Company’s (including each such Subsidiary’s) items of income, gain, loss, deduction and credit for such Tax Year on Holdings’ and the Company’s respective federal, California and San Francisco income tax returns for such Tax Year (if any) and (c) showing the aggregate amount of Permitted Tax Distributions previously distributed to Holdings with respect to such Tax Year and the amount of any Tax Distribution Overage or Tax Distribution Shortfall (each as defined below). To the extent that the estimated amount of Permitted Tax Distributions previously paid with respect to any Tax Year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such Tax Year, as determined by reference to the computation of the amount of the items of income, gain, deduction, loss and credits of the Company and each such Subsidiary and (if applicable) the aggregate Tax Loss Amount carried forward to such Tax Year as shown in the Accountant’s Memorandum in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the Estimated Tax Distribution Date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the Estimated Tax Distribution Date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the subsequent Estimated Tax Distribution Date shall be reduced to the extent of such Tax Distribution Overage.

Prior to paying any Permitted Tax Distributions, the Company shall require Holdings, each Member and each Ultimate Member to agree in writing that promptly after the second Estimated Tax Distribution Date following a Tax Calculation Event, each Member and Ultimate Member shall (without duplication) reimburse to Holdings an amount in cash equal to such Member’s or Ultimate Member’s pro rata share (based on the portion of Permitted Tax Distributions paid to such Member and Ultimate Member for the Tax Year) of any remaining Tax Distribution Overage, and Holdings shall reimburse to the Company an amount in cash equal to any such remaining Tax Distribution Overage.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

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“Purchase Money Obligation” means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company or a Restricted Subsidiary at any time after the Notes are issued; provided that

(1) the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a “Purchase Money Security Agreement”) shall be entered into within 90 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,

(2) at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness and

(3) (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company or a Restricted Subsidiary of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Disqualified Capital Stock.

“Recapitalization” means the consummation of the transactions contemplated by the Recapitalization Agreement and the transactions related thereto.

“Recapitalization Agreement” means the Agreement, dated as of December 10, 2003, as amended January 20, 2004, February 20, 2004 and March 3, 2004 among the Company, M&C International, FDFS Holdings LLC, First Data Corporation, Karim Maskitaya, Robert Cucinotta and GCA Holdings, L.L.C.

“Restricted Subsidiary” means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under “Certain Covenants—Unrestricted Subsidiaries.”

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

“Senior Indebtedness” means (a) all obligations (including principal, premium, if any, interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding), fees, charges, expenses, indemnities and other amounts payable from time to time) arising under the Credit Agreement, or any guarantee or security or other collateral documents relating thereto, all amounts that may be or become available for drawings under all letters of credit outstanding under the Credit Agreement and all obligations arising under Currency Hedging Agreements, in each case, whether at any time owing, actually or contingent, and (b) the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not allowed or allowable as a claim in any such proceeding) on any other indebtedness (other than as otherwise provided in this definition), whether outstanding on the issue date or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Notes. Notwithstanding the foregoing, “Senior Indebtedness” shall not include:

(1)  Indebtedness that is subordinate or junior in right of payment to any of the Co-Obligors’ or Guarantors’ Indebtedness;

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(2)  Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 United States Code, is without recourse to the Co-Obligors or Guarantors;

(3)  Indebtedness which is represented by Disqualified Capital Stock;

(4)  any liability for foreign, federal, state, local or other taxes owed or owing by the Co-Obligors or Guarantors to the extent such liability constitutes indebtedness;

(5)  Indebtedness of the Co-Obligors to a Subsidiary or any other Affiliate of the Co-Obligors or Holdings (other than an original lender under the Credit Agreement or an Affiliate of such lender or any of such Affiliate’s Subsidiaries);

(6)  to the extent it might constitute Indebtedness, amounts owing for goods, materials or services purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by the Co-Obligors or Guarantors, and amounts owed by the Co-Obligors or Guarantors for compensation to employees or services rendered to the Co-Obligors or Guarantors;

(7)  that portion of any Indebtedness which at the time of issuance is issued in violation of the Indenture; and

(8)  indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

Obligations constituting Senior Indebtedness shall continue to constitute Senior Indebtedness for all purposes, notwithstanding that such Senior Indebtedness or any claim in respect thereof may be disallowed, avoided or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

“Stated Maturity” means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

“Subordinated Indebtedness” means Indebtedness of the Company, Finance Corp. or a Subsidiary Guarantor subordinated in right of payment to the Notes or a Guarantee, as the case may be.

“Subsidiary” of a Person means

(1) any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or

(2) any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or

(3) any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

“Subsidiary Guarantor” means any Subsidiary which is a Subsidiary Guarantor of the Notes, including any Person that is required after the date of the Indenture to execute a guarantee of the Notes pursuant to the “Liens” covenant until a successor replaces such party pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor. For purposes of clarification, the initial Subsidiary Guarantors are CCI Acquisition LLC and Central Credit LLC. Neither CashCall Systems, Inc. and QuikPlay LLC shall be a Subsidiary Guarantor for so long as such entity is not a Guarantor under the Credit Agreement or of any Indebtedness of the Company.

“Tax Credits” means, with respect to any Tax Year, items of credit of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

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“Tax Loss Amount” means, with respect to any Tax Year, the amount by which Permitted Tax Distributions would be reduced were a net operating loss or net capital loss of or attributable to the Company that was allocated (or otherwise flowed through) to the Ultimate Members for tax purposes in a prior Tax Year, carried forward to such Tax Year and treated as if it were actually incurred by the Company in such Tax Year; provided, however, that, for such purposes, the amount of any such net operating loss or net capital loss shall be utilized only once and in each case shall be carried forward to the next succeeding Tax Year until so utilized.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, or any successor statute.

“Ultimate Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, (i) a Member that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Member for tax purposes, and (ii) a Person (other than a Member) that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Person for tax purposes.

“Unrestricted Subsidiary” means any Subsidiary of the Company designated as such pursuant to and in compliance with the covenant described under “Certain Covenants—Unrestricted Subsidiaries.”

“Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(1) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Indebtedness of any Affiliate of the Company or any Affiliate of Holdings which is designated an Unrestricted Subsidiary and which is guaranteed by the Company or any of its Restricted Subsidiaries, in which case (unless the incurrence of such Guaranteed Debt by the Company or any of its Restricted Subsidiaries resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate or Affiliate of Holdings is designated an Unrestricted Subsidiary and

(2) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the Notes.

“Vault Cash Agreement” means the Vault Cash Custody Agreement, dated as of November 17, 2003, by and between the Company, Wells Fargo Bank, National Association, and the other parties thereto, as such Vault Cash Agreement may be amended, modified, supplemented or replaced from time to time, including any successor agreement with the same or different parties.

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than directors’ qualifying shares).

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

In this section we summarize some of the tax considerations relevant to the exchange of your old notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes by holders who acquire the exchange notes pursuant to the exchange offer and who or which hold the exchange notes as capital assets for purposes of the U.S. Internal Revenue Code. This summary does not purport to be a complete analysis of all potential tax considerations relating to the exchange notes. The U.S. Internal Revenue Code contains rules relating to securities held by special categories of holders, including financial institutions, certain insurance companies, broker-dealers, tax-exempt organizations, traders in securities that elect mark-to-market accounting, investors liable for the alternative minimum tax, investors that hold notes as part of a straddle or a hedging or conversion transaction, and investors whose functional currency is not the U.S. dollar. We do not discuss these rules and holders who are in special categories should consult their own tax advisors.

This discussion is based on the current provisions of:

• the U.S. Internal Revenue Code and current and proposed regulations under the U.S. Internal Revenue Code;

• the administrative policies published by the U.S. Internal Revenue Service or “IRS”; and

• judicial decisions;

all of which are subject to change either prospectively or retroactively.

We intend this summary to be a general description of the U.S. federal income tax considerations material to the exchange of your old notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes by holders who acquire the exchange notes pursuant to the exchange offer. We do not discuss U.S., state, local, foreign or other tax laws, including gift and estate tax laws, that may apply.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

We have not sought and will not seek any rulings from the IRS on the matters discussed in this section. The IRS may take a different position on the tax consequences of the exchange of your old notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes by holders who acquire the exchange notes pursuant to the exchange offer and that position may be sustained.

We refer to you as a “U.S. Holder” if you are an individual or entity who or that is:

• for purposes of the U.S. Internal Revenue Code, a citizen or resident in the U.S.;

• a corporation or other entity created or organized under the laws of the U.S. or any political subdivision of the U.S.;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

• a trust which either (1) is subject to supervision of a court within the U.S. and the control of one or more U.S. persons, or (2) has elected to be treated as a U.S. person; or

• otherwise subject to U.S. federal income tax on a net income basis on the exchange notes.

We refer to persons who or that are not “U.S. holders” as “non-U.S. holders.”

If a partnership holds exchange notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the shares.

149

U.S. Holders

Interest. If you are a U.S. holder, the stated interest on the exchange notes generally will be taxable to you as ordinary income at the time that it is paid or accrued, in accordance with your method of accounting for U.S. federal income tax purposes.

Sale, Exchange or Other Taxable Disposition of an Exchange Note. As a U.S. holder, you will recognize gain or loss on the sale, retirement, redemption or other taxable disposition of an exchange note in an amount equal to the difference between (1) the amount of cash and the fair market value of other property received in exchange for the exchange note, other than amounts for accrued but unpaid stated interest, and (2) your adjusted tax basis in the exchange note. Any gain or loss recognized will generally be capital gain or loss. The capital gain or loss will generally be long-term capital gain or loss if your holding period for the exchange note is more than one year. Otherwise, the capital gain or loss will be a short-term capital gain or loss.

Market Discount. U.S. holders should be aware that the resale of the exchange notes may be affected by the “market discount” rules of the U.S. Internal Revenue Code under which a purchaser of an exchange note acquiring the exchange note at a market discount generally would be required to include as ordinary income a portion of the gain realized upon the disposition or retirement of such exchange note, to the extent of the market discount that has accrued but not been included in income while the debt instrument was held by such purchaser.

Exchange Offer. As a U.S. holder, you will not recognize taxable gain or loss from exchanging notes for exchange notes in the registered exchange offer. The holding period of the exchange notes will include the holding period of the old notes that are exchanged for the exchange notes. The adjusted tax basis of the exchange notes will be the same as the adjusted tax basis of the old notes exchanged for the exchange notes immediately before the exchange.

Effectively Connected Income. Holders whose income on the exchange notes is subject to U.S. federal income tax on a net income basis because such income is effectively connected with the conduct of a trade or business within the United States should consult their own tax advisors concerning the U.S. tax consequences of the exchange notes.

Discharge of Obligations. Under certain circumstances, we may discharge our obligations under the indenture prior to maturity of the notes by depositing funds with the trustee in an amount which, together with earnings thereon, will be sufficient to pay and discharge the entire amount of principal and interest due on the notes through maturity. See “Description of Exchange Notes—Satisfaction and Discharge.” If we choose to exercise this right, it is possible that you will recognize income or gain at different times or in different amounts than otherwise described in this discussion of material considerations.

Backup Withholding and Information Reporting. As a U.S. holder, you may be subject to information reporting and possible backup withholding. If applicable, backup withholding would apply to payments of interest on, or the proceeds of a sale, exchange, redemption, retirement, or other disposition of, an exchange note, unless you (1) are a corporation or come within other exempt categories and, when required, demonstrate this fact, or (2) provide us or our agent with your taxpayer identification number, certify as to no loss of exemption from backup withholding, and otherwise comply with the backup withholding rules.

Non-U.S. Holders

Interest

If you are a non-U.S. holder, interest paid to you on the exchange notes will not be subject to U.S. withholding tax if:

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock;

150

• you are not a “controlled foreign corporation” for U.S. federal income tax purposes that is related to us through stock ownership;

• you are not a bank that received the old notes on an extension of credit made under a loan agreement entered into in the ordinary course of your trade or business; and

• either (1) you, as the beneficial owner of the exchange note, provide us or our agent with a statement, on U.S. Treasury Form W-8 BEN or a suitable substitute form, signed under penalties of perjury that includes your name and address and certifies that you are not a U.S. person, or (2) an exemption is otherwise established. If you hold your exchange notes through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable U.S. Treasury Regulations.

If these requirements are not met, you will be subject to U.S. withholding tax at a rate of 30%, or lower treaty rate, if applicable, on interest payments.

Sale, Exchange or Other Taxable Disposition of an Exchange Note. As a non-U.S. holder, gain realized by you on the sale, exchange or redemption of an exchange note (except, in the case of redemptions, with respect to accrued and unpaid interest, which would be taxable as described above) generally will not be subject to U.S. withholding tax. However, gain will be subject to U.S. tax if (1) you are an individual who is present in the U.S. for a total of 183 days or more during the taxable year in which the gain is realized and other conditions are satisfied, or (2) you are subject to tax under U.S. tax laws that apply to certain U.S. expatriates. If you are described in clause (1) above, you will be subject to a flat 30% United States federal income tax on the gain derived from the sale, which may be offset by United States source capital losses, even though you are not considered a resident of the United States. If you are a holder described in clause (2) above, you should consult your tax advisor to determine the United States federal, state, local and other tax consequences that may be relevant to you.

Backup Withholding and Information Reporting

The amount of any interest paid to, and the tax withheld with respect to, a non-U.S. holder must generally be reported annually to the IRS and to such non-U.S. holder regardless of whether any tax was actually withheld.

Payments on the exchange notes made by us or our paying agent to noncorporate non-U.S. holders may be subject to information reporting and possibly to “backup withholding.” Information reporting and backup withholding generally do not apply, however, to payments made by us or our paying agent on an exchange note if we (1) have received from you the U.S. Treasury Form W-8 BEN or a suitable substitute form as described above under “—Non-U.S. Holders—Interest,” or otherwise establish an exemption and (2) do not have actual knowledge or have reason to know that you are a U.S. holder.

Payment of proceeds from a sale of an exchange note to or through the U.S. office of a broker is subject to information reporting and backup withholding unless you certify as to your non-U.S. status or otherwise establish an exemption from information reporting and backup withholding and the broker does not have actual knowledge or have reason to know that you are a U.S. holder. Payment outside the United States of the proceeds of the sale of an exchange note to or through a foreign office of a “broker,” as defined in the applicable U.S. Treasury Regulations, should not be subject to information reporting or backup withholding. However, U.S. information reporting, but not backup withholding, generally will apply to a payment made outside the U.S. of the proceeds of a sale of an exchange note through an office outside the U.S. of a broker if the broker:

• is a U.S. person;

• is a foreign person who derives 50% or more of its gross income from the conduct of a U.S. trade or business;

• is a “controlled foreign corporation” for U.S. federal income tax purposes; or

151

• is a foreign partnership, if at any time during its taxable year, one or more of its partners are U.S. persons, as defined in U.S. Treasury Regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its taxable year, the foreign partnership is engaged in a U.S. trade or business.

However, information reporting will not apply if (1) you certify as to your non-U.S. status or the broker has documentary evidence in its records that you are a non-U.S. holder, and certain other conditions are met or (2) an exemption is otherwise established.

Any amounts withheld under the backup withholding regulations from a payment to you will be allowed as a refund or credit against your U.S. federal income tax liability, provided that you follow the requisite procedures.

152

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Broker-dealers may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of exchange notes received in exchange for old notes where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities. We have agreed that, starting at the expiration date and ending 180 days after the expiration date, or such shorter period ending when all exchange notes held by broker-dealers have been sold, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Broker-dealers may sell exchange notes received by them for their own account pursuant to the exchange offer from time to time in one or more transactions:

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the exchange notes; or

• through a combination of the above methods of resale,

at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Broker-dealers may resell exchange notes directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of the exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be “underwriters” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay certain expenses incident to the exchange offer (including the expenses of one counsel for the holders of old notes), other than commissions and concessions of any broker-dealer. We also will provide indemnification against specified liabilities, including liabilities that may arise under the Securities Act, to holders of old notes in the exchange offer for exchange notes.

By its acceptance of the exchange offer, any broker-dealer that receives exchange notes pursuant to the exchange offer agrees to notify us before using the prospectus in connection with the sale or transfer of exchange notes. The broker-dealer further acknowledges and agrees that, upon receipt of notice from us of the happening of any event which:

• makes any statement in the prospectus untrue in any material respect; or

• requires the making of any changes in the prospectus to make the statements in the prospectus not misleading,

which notice we agree to deliver promptly to the broker-dealer, the broker-dealer will suspend use of the prospectus until we have notified the broker-dealer that delivery of the prospectus may resume and have furnished copies of any amendment or supplement to the prospectus to the broker-dealer.

153

LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Morrison & Foerster LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements for Global Cash Access, L.L.C. for the years ended December 31, 2003 and 2002 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, (which report expresses an unqualified opinion and includes an explanatory paragraph on the Company’s adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets) and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

154

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

Index to Consolidated Financial Statements and

Unaudited Condensed Consolidated Financial Statements

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2003 and 2002	F-3
Consolidated Statements of Income for the three years ended December 31, 2003	F-4
Consolidated Statements of Members’ Capital for the three years ended December 31, 2003	F-5
Consolidated Statements of Cash Flows for the three years ended December 31, 2003	F-6
Notes to Consolidated Financial Statements	F-7
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	F-30
Unaudited Condensed Consolidated Statements of Income for the three-month periods ended March 31, 2004 and 2003	F-31
Unaudited Condensed Consolidated Statement of Members’ Capital (Deficit) for the three-month period ended March 31, 2004	F-32
Unaudited Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2004 and 2003	F-33
Notes to Unaudited Condensed Consolidated Financial Statements	F-34

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Members and Management Committee

Global Cash Access, L.L.C.

We have audited the accompanying consolidated balance sheets of Global Cash, L.L.C. and subsidiaries (the “Company”) as of December 31, 2003 and 2002 and the related consolidated statements of income, members’ capital and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Global Cash Access, L.L.C. and subsidiaries as of December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, in 2002 Global Cash Access, L.L.C. changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangibles.

Deloitte & Touche LLP

February 19, 2004, except for Note 8, as to

which the date is February 21, 2004

Las Vegas, Nevada

F-2

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2003 AND 2002

(Amounts in thousands)

	2003		2002
ASSETS
Cash and cash equivalents	$	23,423	$	57,584
Settlement receivables		15,937		20,828
Receivables—other		1,286		972
Due from related parties—net		5,224		3,016
Prepaid and other assets		954		998
Property, equipment and leasehold improvements—net		15,129		17,077
Goodwill—net		156,685		156,572
Other intangibles—net		20,619		26,130
TOTAL	$	239,257	$	283,177
LIABILITIES AND MEMBERS’ CAPITAL
LIABILITIES:
Settlement liabilities—due to related party	$	17,624	$	56,962
Accounts payable		18,016		16,960
Accrued expenses		4,370		6,984
Total liabilities		40,010		80,906
COMMITMENTS AND CONTINGENCIES		—		—
MINORITY INTEREST		—		—
MEMBERS’ CAPITAL		199,247		202,271
TOTAL	$	239,257	$	283,177

See notes to consolidated financial statements.

F-3

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Amounts in thousands)

	2003			2002			2001
REVENUES:
Cash advance	$	186,547		$	182,754		$	174,787
ATM		132,341			119,424			110,074
Check cashing		26,326			29,412			26,614
Central Credit and other		11,176			10,825			10,758
Total revenues		356,390			342,415			322,233
COSTS AND EXPENSES:
Commissions		154,889			146,824			140,640
Interchange and processing		67,245			59,574			54,251
Check cashing warranties		9,848			9,827			8,532
Central Credit and other costs of revenues		414			511			492
Total costs and expenses		232,396			216,736			203,915
GROSS PROFIT		123,994			125,679			118,318
Operating expenses		(45,494	)		(55,527	)		(52,867	)
Amortization		(6,508	)		(6,512	)		(11,716	)
Depreciation		(7,553	)		(5,308	)		(5,122	)
Preopening expenses		(679	)		(2,566	)		(1,368	)
OPERATING INCOME		63,760			55,766			47,245
OTHER INCOME (EXPENSE):
Interest income		1,312			1,283			1,873
Interest expense		(6,762	)		(6,216	)		(6,955	)
Total other expense		(5,450	)		(4,933	)		(5,082	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		58,310			50,833			42,163
PROVISION FOR FOREIGN INCOME TAXES		(321	)		(1,451	)		(442	)
INCOME BEFORE MINORITY OWNERSHIP LOSS		57,989			49,382			41,721
MINORITY OWNERSHIP LOSS		400			1,040			420
NET INCOME	$	58,389		$	50,422		$	42,141

See notes to consolidated financial statements.

F-4

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ CAPITAL

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Amounts in thousands except membership units)

	Membership Units	Capital			Comprehensive Income			Other Comprehensive (Loss) Income			Total Members’ Capital
BALANCE—January 1, 2001	1,430	$	220,546					$	(98	)	$	220,448
Comprehensive income:
Net income			42,141		$	42,141						42,141
Other comprehensive loss:
Foreign currency translation						(235	)		(235	)		(235	)
Comprehensive income					$	41,906
Distributions to partners			(57,152	)								(57,152	)
BALANCE—December 31, 2001	1,430		205,535						(333	)		205,202
Comprehensive income:
Net income			50,422		$	50,422						50,422
Other comprehensive income:
Foreign currency translation						20			20			20
Comprehensive income					$	50,442
Distributions to partners			(53,373	)								(53,373	)
BALANCE—December 31, 2002	1,430		202,584						(313	)		202,271
Comprehensive income:
Net income			58,389		$	58,389						58,389
Other comprehensive income:
Foreign currency translation						2,054			2,054			2,054
Comprehensive income					$	60,443
Distributions to partners			(63,467	)								(63,467	)
BALANCE—December 31, 2003	1,430	$	197,506					$	1,741		$	199,247

See notes to consolidated financial statements.

F-5

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Amounts in thousands)

	2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,389		$	50,422		$	42,141
Adjustments to reconcile net income to cash provided by operating activities:
Amortization		6,508			6,512			11,716
Depreciation		7,553			5,308			5,122
Loss (gain) on sale or disposal of assets		458			(151	)		—
Minority ownership loss		(400	)		(1,040	)		(420	)
Changes in operating assets and liabilities:
Changes in settlement receivables		5,122			12,642			13,238
Changes in receivables—other		(312	)		308			(178	)
Changes in due from related parties—net		(2,500	)		(2,138	)		726
Changes in prepaid and other assets		44			360			797
Changes in settlement liabilities—due to related party		(39,496	)		9,045			(3,807	)
Changes in accounts payable		1,031			538			3,276
Changes in accrued expenses		(2,889	)		158			999
Net cash provided by operating activities		33,508			81,964			73,610
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(6,012	)		(7,785	)		(3,458	)
Purchase of other intangibles		(1,035	)		(1,965	)		(2,837	)
Net cash used in investing activities		(7,047	)		(9,750	)		(6,295	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority capital contributions		400			1,040			340
Distributions to partners		(63,467	)		(53,373	)		(57,152	)
Net cash used in financing activities		(63,067	)		(52,333	)		(56,812	)
NET EFFECT OF EXCHANGE RATES ON CASH		2,445			203			(451	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(34,161	)		20,084			10,052
CASH AND CASH EQUIVALENTS—Beginning of period		57,584			37,500			27,448
CASH AND CASH EQUIVALENTS—End of period	$	23,423		$	57,584		$	37,500
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (received) during year for:
Interest	$	6,839		$	6,082		$	7,243
Foreign income taxes	$	1,636		$	1,740		$	(104	)

See notes to consolidated financial statements

F-6

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

1. BUSINESS AND BASIS OF PRESENTATION

Global Cash Access, L.L.C. formerly known as BMCF Gaming, L.L.C., or BMCF, is a joint venture formed July 9, 1998, by First Data Financial Services, LLC and, FDFS Holdings, LLC, or First Data, M&C International, or M&C, formerly known as Global Cash Access and Bank of America, N.A. through a subsidiary company, BA Merchant Services, Inc., or BofA, with respective ownership at formation of 58%, 21%, and 21%. BMCF subsequently changed its name to Global Cash Access, L.L.C., or the Company or GCA, on May 25, 1999.

On September 3, 1999, the members’ purchased and merged Central Credit, Inc. into Central Credit, LLC, which is a wholly-owned subsidiary of CCI Acquisition, LLC, or Central, from a third-party for $44 million in cash. The members then indirectly contributed Central to GCA. Central is one of the leading credit reporting agencies in the gaming industry, and provides credit-information services to gaming establishments and credit-reporting history on gaming patrons to the various gaming establishments.

On August 1, 2000, GCA directly acquired certain ATM and cash advance assets of InnoVentry Corporation.

Casino ATM, LLC, or Casino ATM, is a single member LLC contributed by BofA to GCA on September 29, 2000 that provides consumer cash access through automated teller machines. After this company was contributed to the GCA alliance, BofA sold their interest in the joint venture to the remaining partners. This resulted in an increase in the ownership interests of First Data and M&C to 67% and 33%, respectively. BofA serviced and provided cash replenishment services to these ATMs through September 29, 2003 pursuant to a servicing agreement dated the same (see Note 2).

CashCall Systems, Inc., or CashCall, is a Canadian corporation directly owned 67% by First Data and 33% by M&C. Because CashCall has the same ownership structure as GCA and the business is operated and managed as if it were a wholly owned subsidiary of GCA, its financial statements are combined with GCA’s financial statements for all periods presented.

GCA and CashCall provide consumer cash access to gaming establishments through credit/debit card cash advance transactions and automated teller machines, or ATMs.

In the credit/debit card cash advance transaction provided by GCA and CashCall, the gaming establishment reimburses itself for the cash or chips disbursed to the gaming patrons through a check issued by either Integrated Payment Systems, Inc. or IPS Canada Inc., or IPS. GCA is an agent of IPS, a licensed issuer of payment instruments that is wholly owned by First Data. Pursuant to these agency relationships, GCA indemnifies IPS for any losses incurred in conjunction with credit/debit card cash advance transactions, and thus, assumes all of the risks and rewards. GCA receives reimbursement from the patron’s credit/debit card issuer for the transaction in an amount equal to the check issued to the casino plus the cash advance fee charged to the patron. GCA then funds IPS for the amount of their check issued to the casino.

BofA is the acquiring member sponsoring GCA under applicable card rules through September 2010 for all credit/debit card cash advance transactions in then existing GCA markets and networks as of September 29, 2000. Accordingly, the assets and liabilities associated with the customer contracts are reflected in the consolidated balance sheets. In addition, all items of income and expense associated with this business have been included in the GCA consolidated statements of income.

F-7

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

GCA established a United Kingdom branch on August 30, 2001. Setup costs of this branch are included in the GCA consolidated statements of income. The branch did not initiate credit/debit card cash advance and ATM transactions until early 2002 when the regulatory approval to perform these types of transactions in gaming establishments was granted by Parliament.

QuikPlay, LLC, or QuikPlay, is a joint venture formed on December 6, 2000, owned 60% by GCA and 40% by International Game Technology, or IGT. IGT is one of the largest manufactures of gaming slot equipment in the United States of America. The QuikPlay ATM was in the initial development stages until August 28, 2003, at which time it received a Phase II approval letter issued by Gaming Laboratories International, Inc. providing regulatory approval to commence operations on a pilot tribal gaming location. All operating expenses incurred before regulatory approval was obtained, including the reserve against capitalized software development costs in the amount of $0.5 million and $1.5 million and $0.8 million for the years ended December 31, 2003, 2002, and 2001 respectively, have been classified in preopening expense (see Note 2).

Additional regulatory approval must still be obtained for all future locations, but management has determined that the QuikPlay product is no longer a start-up activity. Accordingly, beginning August 28, 2003, all revenue and expenses were classified within operating expenses rather than as part of preopening expenses. As GCA is the managing member of this entity, it has been fully consolidated in the Company’s consolidated financial statements in all periods presented.

IGT is in arrears on their contractually mandated contributions resulting in minority capital deficiencies of $0.1 million at December 31, 2003 and 2002. These deficiencies have been absorbed as part of the Company’s allocated net loss for financial reporting purposes in both years. If IGT fails to make any future contributions, GCA will be obligated to fund any additional cash required for capital expenditures or operating needs.

The accompanying consolidated financial statements include the accounts of GCA and its affiliated and consolidated companies: CashCall, Central, Casino ATM, and QuikPlay.

GCA provides additional services through affiliated companies wholly owned by First Data, including TRS Recovery Services, Inc., and TeleCheck Services, Inc., collectively TeleCheck, and Western Union Financial Services, Inc., or Western Union. GCA is a money transfer agent of Western Union, a wholly owned subsidiary of First Data. Western Union owns the contract with the casinos and provides GCA a commission on the transactions, which is included as income in the accompanying consolidated statements of income.

GCA markets check authorization services to gaming establishments pursuant to the TeleCheck Marketing Agreement dated July 9, 1998, as amended June 1, 2003. GCA, through TeleCheck, provides merchant subscribers check authorization services including verification and collection services directly to the gaming establishment. GCA provides marketing and customer service to the gaming establishment on behalf of TeleCheck. All items of income and expense associated with this line of business are assigned from TeleCheck to GCA.

Restructuring of Ownership—On December 10, 2003, GCA, its owners, and the principals of GCA’s owners entered into a restructuring agreement, which has been subsequently amended. The restructuring agreement provides for the recapitalization of GCA’s membership so that all of the membership units in GCA (currently 100% owned by FDFS Holdings, LLC and M&C International) will be contributed to a holding company, GCA Holdings, L.L.C. Pursuant to the recapitalization, all of the membership units in GCA Holdings, L.L.C. owned by FDFS Holdings, LLC will be redeemed. In exchange, affiliates of First Data will receive an aggregate amount of $435.6 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

Immediately prior to the redemption of FDFS Holdings, LLC’s membership units in GCA Holdings, L.L.C., M&C International will sell to Bank of America Corporation a portion of M&C International’s membership units in GCA Holdings, L.L.C. for an aggregate purchase price of approximately $20 million. In addition, GCA Holdings, L.L.C. will redeem certain of M&C International’s membership units in GCA Holdings, L.L.C. for $38 million and a distribution to M&C International will be used to retire a $12.0 million seller note payable to Bank of America, N.A. from M&C International.

Upon the consummation of the transaction, GCA will be wholly-owned by GCA Holdings, L.L.C., and GCA Holdings L.L.C. will be approximately 95% owned by M&C International and approximately 5% owned by Bank of America Corporation. First Data and its affiliates will not own any equity interest, or any option, warrant or right to acquire any equity interest in GCA Holdings, L.L.C. or GCA.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the accounts of Global Cash Access, L.L.C. and its subsidiaries and affiliated combined companies. All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents—Cash and cash equivalents includes all balances on deposit in banks and financial institutions. The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Such balances may at times exceed the federal insurance limits, however, the Company periodically evaluates the credit worthiness of these institutions to minimize risk.

ATM Funding Agreements, or Bailment Agreements—GCA entered into a Bailment Agreement with First Data on December 8, 2000, whereby First Data agreed to fund the cash requirements of the ATMs on the company’s operating platform, however, First Data would retain ownership of the cash. The Agreement initially allowed for First Data to fund up to $135 million to GCA’s ATM machines based upon the Company’s operational requirements. On April 15, 2003, the agreement was amended, effective retroactively to the point that bailed funds exceeded $135 million, to provide for up to $350 million of bailed funds. GCA utilized bailed funds of $213.3 million as of December 31, 2002. For the use of First Data’s cash, GCA paid a monthly funding fee equal to the lesser of 7% or the effective prime rate per annum on the balance of bailed funds utilized. Since GCA neither owned nor controlled the funds, the Company appropriately excluded the related cash from its consolidated balance sheets. This agreement was terminated on December 16, 2003, and all bailed funds were returned to First Data as part of the funding related to the Vault Cash Custody Agreement with Wells Fargo Bank, N.A., or Wells Fargo, discussed below.

As part of the contribution of Casino ATM to the Company on September 29, 2000, GCA entered into a three year Transition Services Agreement with BofA. This agreement required BofA to perform all the customary day-to-day operational services and funding activities related to Casino ATM’s leased and owned ATM machines and to maintain all the related accounting until these ATMs were converted over to the company’s proprietary ATM operating platform. BofA would process all transactions and remit to Casino ATM monthly the net fee revenue earned.

For these services, BofA would deduct from the net revenue earned a monthly cost of servicing cash fee. The monthly servicing fee rate was set at 5% through September 29, 2001, and then transitioned to the three-month London Interbank Offered Rate, or LIBOR, plus 0.3% for the remaining two years of the agreement. Since GCA neither owned nor controlled the funds, the Company appropriately excluded the related cash from its consolidated balance sheets. The agreement expired September 29, 2003, at which time all required funds to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

operate these ATMs were provided by First Data as part of the existing Bailment Agreement discussed above. The funds provided by BofA pursuant to the Transition Services Agreement amounted to $34.2 million as of December 31, 2002. As of December 31, 2003, the company had no ATMs remaining on the BofA operating platform.

On November 17, 2003, the Company entered into a Vault Cash Custody agreement with Wells Fargo Bank to provide the currency needed for normal operating requirements for all the company’s ATMs. This agreement provides up to $300 million in the Company’s ATMs, and replaced the existing Bailment Agreement between the company and First Data. As part of this agreement, the company has agreed that Wells Fargo shall have absolute control over all of the cash and the settlement receivables resulting from ATM transactions at all times. Since GCA neither owns nor controls the funds or related receivables, the Company excludes these amounts from the consolidated balance sheets. Under the new agreement with Wells Fargo, GCA will pay a monthly funding fee to Wells Fargo equal to average daily dollars outstanding in all ATMs multiplied by the average Federal Funds rate published by the Federal Reserve Bank of San Francisco for the month plus a margin of 30 basis points multiplied by the number of days in the calendar month. As of December 31, 2003, the rate in effect was 1.30%. The funds provided by Wells Fargo pursuant to this agreement amounted to $368.4 million as of December 31, 2003. The company has obtained a waiver from Wells Fargo that authorized a temporary increase in the contractual limit of cash available to exceed $300.0 million dollars from December 29, 2003 through January 2, 2004.

Settlement Receivables—Settlement receivables represent amounts due from issuing banks for credit and debit card cash advance and ATM transactions. These amounts are typically received within three business days of the initiation of the original transaction.

Because GCA’s receivables are from a large and diverse group of issuing banks, the risk of default of any one bank to the company’s overall receivable balance is minimal. In addition, the various credit associations through which the transactions were initiated guarantee these receivables. The company performs ongoing credit evaluations of the credit associations’ financial condition and credit worthiness. Additionally due to the short duration between the transaction and subsequent collection, their book value does not differ materially from their fair value.

Property, Equipment and Leasehold Improvements—Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation, computed using the straight-line method over the lesser of the estimated life of the related assets, generally three to five years, or the related lease term. Amounts charged to expense for depreciation of property, equipment and leasehold improvements were approximately $7.6 million, $5.3 million, and $5.1 million for the years ended December 31, 2003, 2002, and 2001, respectively. Accumulated depreciation was $17.1 million and $14.2 million as of December 31, 2003 and 2002, respectively.

Repairs and maintenance are expensed as incurred.

Upon sale or retirement, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income.

Property, equipment and leasehold improvements are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. As of December 31, 2003, the company does not believe that any of its property, equipment and leasehold improvements are impaired.

Goodwill—Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. There was no goodwill amortization expense for the years ended December 31, 2003 and 2002, and $5.9 million of amortization expense for the year ended December 31, 2001. Accumulated goodwill amortization was $17.0 million at December 31, 2003 and 2002.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which addresses the financial accounting and reporting for intangible assets upon acquisition and subsequent to acquisition. The statement also provides specific guidance about how to determine and measure goodwill and intangible asset impairments, and requires additional disclosure of information about goodwill and other intangible assets. All goodwill and other intangible assets will be subject to annual impairment tests. The company adopted this statement on January 1, 2002, and in connection with its initial application, ceased the amortization of goodwill, and tested the goodwill balances for impairment. As of the adoption date, the Company determined that its goodwill balances were not impaired. The goodwill is not impaired as of December 31, 2003.

The following table reconciles previously reported net income for the year ended December 31, 2001, to net income as adjusted for the cessation of amortization expense related to our goodwill balances (amounts in thousands):

Net income—as reported	$	42,141
Amortization of goodwill—net of foreign tax		5,865
Net income—as adjusted	$	48,006

Goodwill—net consists of the following as of December 31, (amounts in thousands):

	2003		2002
Cash Advance	$	93,167	$	93,054
Central Credit		39,470		39,470
ATM		24,048		24,048
Total	$	156,685	$	156,572

Other Intangible Assets—Other intangible assets primarily consist of customer contracts (rights to provide processing services to clients acquired through business combinations and acquisitions) and capitalized software development costs. Other intangibles are amortized on a straight-line basis over the length of the contract or benefit period, from 3 to 10 years.

Customer contracts and related accumulated amortization were as follows as of December 31, (amounts in thousands):

	2003			2002
Customer contracts	$	34,516		$	34,516
Accumulated amortization		(16,525	)		(12,974	)
Customer contracts—net	$	17,991		$	21,542

Capitalized software development costs and related accumulated amortization were as follows as of December 31, (amounts in thousands):

	2003			2002
Capitalized software development costs	$	11,168		$	10,826
Accumulated amortization		(8,540	)		(6,238	)
Capitalized software development costs—net	$	2,628		$	4,588

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

Amortization expense related to customer contracts was $3.5 million for each of the three years in the period ended December 31, 2003. Amortization expense related to capitalized software development costs was $3.0 million, $3.0 million and $2.3 million for the years ended December 31, 2003, 2002 and 2001, respectively.

The company accounts for the costs related to computer software developed or obtained for internal use in accordance with the American Institute of Certified Public Accountants Statement of Position 98-1, or SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. SOP 98-1 establishes that computer software costs that are incurred in the preliminary project stage should be expensed as incurred. Costs incurred in the application development phase are capitalized and amortized over their useful lives, generally not to exceed three years. The company capitalized $1.0 million, $2.0 million, and $2.8 million of development costs for the years ended December 31, 2003, 2002, and 2001, respectively.

Chargebacks—The company also established an allowance for chargebacks on credit/debit card cash advance transactions based upon past experience with losses arising from disputed charges by customers. Management periodically reviews the recorded balance to ensure the recorded amount adequately covers the expected losses to be incurred from disputed charges. The recorded allowance for chargebacks was $0.1 million and $0.3 million as of December 31, 2003 and 2002, respectively.

Settlement Liabilities—Settlement liabilities represent amounts due to IPS for outstanding checks issued pursuant to cash advance transactions. These amounts are typically paid within three business days of the initiation of the original transaction. Due to the short duration between the transaction and the subsequent payment of these liabilities, their book value does not differ materially from their fair value.

Net Warranty Liability—Net warranty liability represents the cost to cover the estimated unreceived and uncollectible returned checks that TeleCheck had warranted as of December 31, 2003. GCA is obligated to reimburse TeleCheck for all warranted items paid on the company’s behalf. The company had $0.5 million accrued for net warranty liability as of December 31, 2003. In the prior year, the agreement between TeleCheck and the company was structured such that TeleCheck retained the net warranty liability, so GCA had $0 accrued as of December 31, 2002.

Revenue Recognition—Cash advance revenue is recognized at the point an IPS check is generated by the casino cage for patron transactions.

ATM revenue is comprised of upfront patron transaction fees or surcharges assessed at the time the transaction is initiated and a percentage of interchange fees paid by the patron’s issuing bank. These issuing banks share the interchange revenue (reverse interchange) with GCA to cover the cost incurred by GCA to acquire the ATM transaction. Upfront patron transaction fees are recognized when a transaction is initiated, and reverse interchange is recognized on a monthly basis.

Check cashing revenue is based upon a percentage of the face amount of total checks warranted or a percentage of the face of all returned checks warranted for the month, and is recognized on a monthly basis.

Credit reporting revenue is based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. This revenue is recognized on a monthly basis.

Advertising Costs—The company expenses advertising costs as incurred. Total advertising expense (included in the “operating expenses” caption in the consolidated statements of income) was $0.6 million, $1.3 million, and $1.2 million for the years ended December 31, 2003, 2002, and 2001 respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

Preopening Expenses—Certain costs of start-up activities are expensed as incurred. During the years ended December 31, 2003, 2002, and 2001, the company expensed $0.7 million, $2.6 million, and $1.4 million, respectively, in pre-opening costs, which related to activities primarily associated with software and hardware development for QuikPlay. As the Company had not received regulatory approval to commence operations until August 2003, all costs incurred for capitalizable software development activities, up until August 2003, were fully reserved in the amount of $0.5 million, $1.5 million, and $0.8 million for the years ended December 31, 2003, 2002, and 2001, respectively, and expensed as preopening costs.

Income Taxes—The Company and its subsidiaries, with the exception of CashCall, were formed as limited liability companies, or LLCs, which are treated similarly to partnerships under the Internal Revenue Code. As such, federal income taxes payable on net income of the company is the liability of its respective members. Canada does not recognize LLC’s as legal entities, and as such, CashCall operates as a corporation subject to both federal and provincial taxes. Related foreign income tax expense was $0.3 million, $1.5 million, and $0.4 million in US dollars for the years ended December 31, 2003, 2002, and 2001, respectively. The company had accrued amounts owed to Canadian taxing authorities of $0 and $0.8 million as of December 31, 2003, and December 31, 2002, respectively. Additionally, the company accrued for and owed $1.0 million and $0.9 million to First Data as of December 31, 2003, and 2002, respectively, for amounts First Data paid to the taxing authorities on behalf of CashCall.

Foreign Currency Translation—Foreign currency denominated assets and liabilities for those foreign entities for which the local currency is the functional currency are translated into U.S. dollars based on exchange rates prevailing at the end of each year. Revenues and expenses are translated at average exchange rates during the year. The effects of foreign exchange gains and losses arising from these translations are included as a component of other comprehensive income.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates incorporated in the consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, estimated cash flows in assessing the recoverability of long-lived assets, and estimated liabilities for chargebacks, litigation, claims and assessments. Actual results could differ from these estimates.

Recently Issued Accounting Standards—In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. The most significant provisions of this statement relate to the rescission of Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt and it also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Under this new statement, any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet certain defined criteria must be reclassified. SFAS No. 145 is effective for our 2003 fiscal year and may be adopted early. The company adopted this statement on January 1, 2003 and the adoption did not have a material effect on its financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. A fundamental conclusion reached by the FASB in this statement is that an entity’s

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for initial measurement of the liability. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The company adopted this statement on January 1, 2003 and its adoption did not have a material effect on its financial position or results of operations.

In November 2002, the FASB issued Interpretation No., or FIN, 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 expands the disclosures required by guarantors for obligations under certain types of guarantees. It also requires initial recognition at fair value of a liability for such guarantees. The provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The company adopted these requirements as of January 1, 2003, and their adoption did not have a material effect to the company’s financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46R (revised December 2003), Consolidation of Variable Interest Entities. This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements addresses consolidation by business enterprises of variable interest entities, which have certain characteristics. The revised effective date is now generally effective for financial statements of public companies for interim or annual periods ending after March, 2004. The company does not expect the adoption of this standard to have a material impact on its financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. An issuer is required to classify a financial instrument that is within the scope of this statement as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The company adopted the standard on July 1, 2003, and its adoption did not have a material impact on its financial position of results of operations.

Reclassifications—Certain reclassifications have been made in the prior years’ consolidated financial statements to conform to the presentation used in 2003, these reclassifications had no effect on the company’s consolidated net income.

3. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements consist of the following as of December 31, (amounts in thousands):

	2003			2002
ATM equipment	$	24,218		$	19,417
Cash advance equipment		4,306			7,605
Office equipment		1,660			2,162
Leasehold and building improvements		2,115			2,110
		32,299			31,294
Less accumulated depreciation		(17,170	)		(14,217	)
Total	$	15,129		$	17,077

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

4. RETIREMENT PLANS

Defined Contribution Plan—GCA has a retirement savings plan, or the 401(k) plan, under Section 401(k) of the Internal Revenue Code covering its employees. The 401(k) plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 20% of their income on a pre-tax basis through contributions to the 401(k) plan. The Company expensed voluntary contributions to the 401(k) plan of $0.3 million, $0.4 million, and $0.3 million for the years ended December 31, 2003, 2002, and 2001, respectively.

5. COMMITMENTS AND CONTINGENCIES

Lease Obligations—The Company leases certain office facilities and operating equipment under cancelable and noncancelable agreements. Total rent expense was approximately $1.3 million, $1.7 million, and $1.7 million for the years ended December 31, 2003, 2002, and 2001, respectively.

At December 31, 2003, the minimum aggregate rental commitment under all noncancelable operating leases for the years then ending was (amounts in thousands):

2004	$	496
2005		480
2006		475
2007		475
2008		475
Thereafter		951
Total	$	3,352

In May 2003, GCA and USA Payments, a Nevada Corporation, or USA Payments, agreed to retroactively enter into a sublease agreement for the portion of the company’s main corporate office facility that USA Payments uses to maintain their backup server equipment. Under the terms of the agreement, USA Payments made a one-time payment of $39,000 to catch up on the monthly rent from the date their equipment was placed in service in the facility. Additionally, USA Payments has agreed to pay $1,500 monthly in rent for as long as their equipment resides at the corporate facility. The Company has recorded $51,000 in rental income for the year ended December 31, 2003.

Litigation Claims and Assessments—In April 2003, an action was commenced against the Company and First Data by one of the Company’s competitors alleging breach of a confidentiality agreement between the competitor and First Data Corporation, interference with contract relations and interference with prospective economic advantage arising from a competitive bidding situation in which a gaming establishment entered into a contract with the Company rather than the competitor. The complaint alleges wrongful actions by the Company that resulted in the gaming establishment reneging on its prior indications that it would enter into a contract with the competitor. In the complaint, the competitor is seeking damages in excess of $1.0 million including lost profits, incidental and consequential damages, out-of-pocket losses and losses from damage to reputation, plus attorneys’ fees, costs and expenses. The company believes that the allegations of wrongdoing are without merit and intends to vigorously defend itself against them.

By amended interrogatory answers dated January 30, 2004, the competitor has claimed that it has lost incremental profits of approximately $7.2 million as a result of the alleged wrongdoing. In addition, the competitor has identified out-of-pocket expenses totalling approximately $330,000 which it claims it was unable to recoup after the alleged wrongdoing.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

The Company is threatened with or named as a defendant in various lawsuits in the ordinary course of business, including the one noted above. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that the final resolution of any threatened or pending litigation is not likely to have a material adverse effect on the financial position or results of operations of the Company.

Compliance Letters from MasterCard International, Inc. and Visa U.S.A.—In the normal course of business, the Company routinely receives letters from MasterCard International, Inc. and Visa U.S.A., or the Associations, regarding non-compliance with various aspects of the respective Associations bylaws and regulations as they relate to transaction processing. The Company is periodically involved in discussions with their sponsoring bank and the Associations to resolve these issues. It is the opinion of management that all of the issues raised by the Associations will be resolved in the normal course of business and related changes to the bankcard transaction processing, if any, will not result in material adverse impact to the financial results of the company.

6. RELATED PARTY TRANSACTIONS

In the normal course of business, First Data and its subsidiaries pass through invoices related mainly to operating expenses as outlined below. First Data POS, Inc., or FDPOS, deploys, warehouses, and maintains equipment for the Company. First Data provides support services, mainly tax, accounting, and licensing departments, corporate insurance coverage, and credit card rewards processing.

In connection with credit/debit card cash advance transactions, the Company incurs a settlement liability to IPS for checks written to gaming properties on cash accounts of IPS. GCA generally funds IPS for the checks on the third business day after the check is issued. The Company pays a check clearing and imaging fee to IPS. IPS pays the Company interest on the outstanding checks from the time they are funded until the check has cleared the IPS bank account. The balance of outstanding checks includes short-term balances as well as checks pending escheatment. Periodically, GCA deposits excess cash on hand with IPS on a short term basis. Interest is calculated daily on the total outstanding balance and the short-term cash deposits at the lesser of 7% or prime rate per annum.

In connection with the ATM business, FDFS Holdings, LLC provided ATM funding for which it charged the company interest. Interest was calculated daily on the total outstanding balance at the lesser of 7% or prime rate per annum. This arrangement was terminated on December 16, 2003.

GCA markets TeleCheck check authorization services and is an agent of Western Union in gaming establishments.

The company made payments for software development costs to Infonox, a company owned by its minority partner during each of the years presented. A portion of the software development costs are capitalized and reflected in intangible assets in the consolidated balance sheets and the remainder is classified in operating or preopening expenses in the consolidated statements of income.

GCA made processing payments based on authorized transactions to USA Payments. The processing payments have been reflected in interchange processing and other expenses in the consolidated statements of income. Additionally, USA Payments provides pass through invoices related mainly to gateway fees and other processing charges incurred on behalf of the Company from unrelated third parties and subleases a portion of GCA’s corporate facility from GCA. USA Processing, Inc. provides consulting services related to accounting and telecom billing review services pursuant to consolidating facilities and operations of the Company to realize the synergies of the joint venture structure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

The following table represents the transactions with related parties for the years ended December 31, (amounts in thousands):

Name of Related Party	Description of Transaction	2003			2002			2001
First Data and Subsidiaries:
IPS	Invoices paid by IPS passed through as capitalized items to GCA with subsequent operating expense and depreciation expense treatment including capitalized check stock and casino equipment, respectively	$	215		$	305		$	279
IPS	Invoices paid by IPS passed through and expensed in operating expenses by GCA including legal fees, bank fees, telecom, taxes, licenses, foreign employee reimbursement and other operating expenses		732			493			405
IPS	Call center operated by IPS included in operating expenses		—			(239	)		3,293
IPS	Check clearing & imaging charges operated by IPS included in operating expenses		526			569			550
FDPOS	FDPOS equipment deployment, terminal repair and warehousing services		3			36			82
First Data	Other support services including tax, accounting and licensing departments, corporate insurance coverage and credit card rewards processing included in operating expenses		208			208			112
IPS	Interest income earned by GCA on outstanding checks and short-term cash deposits		(983	)		(1,017	)		(1,148	)
FDFS Holdings, LLC	Interest expense recorded by GCA on bailment of ATM cash		6,213			4,335			3,149
TeleCheck	Check guarantee revenue included in check cashing revenue		(25,449	)		(29,287	)		(26,652	)
TeleCheck	Check cashing warranties		9,848			9,827			8,532
TeleCheck	Operating expenses		6,212			11,626			9,980
Western Union	Money transfer commissions earned included in Central Credit and other revenues		(371	)		(477	)		(308	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

Name of Related Party	Description of Transaction	2003			2002		2001
Minority Interest Partner’s Subsidiaries:
Infonox on the Web	Software development costs and maintenance expense included in operating expenses, preopening expenses and other intangibles-net	$	3,643		$	5,993	$3,753
USA Payments	Transaction processing charges included in interchange and processing		3,016			2,117	1,610
USA Payments	Pass through billing related to gateway fees, telecom and other items included in interchange and processing expense and operating expense		1,986			1,519	1,442
USA Payments	Payroll expense reimbursement for transition services, and accounting, and telecom consultation included in operating expenses		—			1	177
USA Payments	Sublease income earned for leasing out corporate office space for backup servers		(51	)		—	—

The following table details the amounts due from related parties that are recorded as part of the consolidated balance sheets as of December 31, (amounts in thousands):

	2003		2002
Receivable from M&C	$	3,166	$	3,166
Receivable from First Data and Subsidiaries		2,058		(150	)
	$	5,224	$	3,016

The settlement liabilities, due to related party line in the consolidated balance sheets as of December 31, 2003 and 2002, represents a liability to IPS for unpaid checks.

7. SEGMENT INFORMATION

Operating segments as defined by SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. GCA’s chief operating decision-making group consists of the Chief Executive, Chief Operating, and Chief Financial Officers of the company and a management committee appointed by the Company’s owners. The operating segments are reviewed separately because each operating segment represents a strategic business unit that serves different markets.

GCA operates in four distinct business segments: cash advance, ATM, check cashing and credit reporting services. These segments are monitored separately by management for performance against its internal forecast and are consistent with GCA’s internal management reporting.

Other lines of business, none of which exceed the established materiality for segment reporting, include Western Union, direct marketing and QuikPlay.

F-18

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

The company’s business is predominantly domestic, with no specific regional concentrations.

Major customers – During 2003, GCA had one customer which generated total revenues of approximately $47.9 million from all segments. During 2002, one customer generated total revenues of approximately $45.6 million from all segments. During 2001, one customer generated total revenues of approximately $42.0 million from all segments.

The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.

	Cash Advance			ATM			Check Cashing		Central Credit		Other			Total
Year Ended December 31, 2003
Revenues	$	186,547		$	132,341		$	26,326	$	9,965	$	1,211		$	356,390
Depreciation and amortization		5,872			7,290					364		535			14,061
Operating income (loss)		36,935			15,186			9,208		4,233		(1,802	)		63,760
Interest income		1,312													1,312
Interest expense					(6,673	)						(89	)		(6,762	)
Foreign income taxes		(321	)												(321	)
Minority ownership loss												400			400
Net income (loss)	$	37,926		$	8,513		$	9,208	$	4,233	$	(1,491	)	$	58,389
Year Ended December 31, 2002
Revenues	$	182,754		$	119,424		$	29,412	$	9,519	$	1,306		$	342,415
Depreciation and amortization		5,953			4,704					623		540			11,820
Operating income (loss)		35,876			15,313			7,316		2,105		(4,844	)		55,766
Interest income		1,283													1,283
Interest expense					(6,110	)						(106	)		(6,216	)
Foreign income taxes		(1,451	)												(1,451	)
Minority ownership loss												1,040			1,040
Net income (loss)	$	35,708		$	9,203		$	7,316	$	2,105	$	(3,910	)	$	50,422
Year Ended December 31, 2001
Revenues	$	174,787		$	110,074		$	26,614	$	9,797	$	961		$	322,233
Depreciation and amortization		9,963			4,272					1,896		707			16,838
Operating income (loss)		27,813			13,361			7,606		269		(1,804	)		47,245
Interest income		1,873													1,873
Interest expense					(6,955	)									(6,955	)
Foreign income taxes		(442	)												(442	)
Minority ownership loss												420			420
Net income (loss)	$	29,244		$	6,406		$	7,606	$	269	$	(1,384	)	$	42,141

F-19

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

	December 31
	2003		2002
Total Assets
Cash advance	$	154,497	$	194,397
ATM		40,621		46,868
Check cashing		2,944		753
Central Credit		40,764		40,991
Other		431		168
Total assets	$	239,257	$	283,177

8. SUBSEQUENT EVENTS

Effective February 21, 2004, the Company signed employment and non-compete agreements with the Chief Financial Officer and Chief Operating Officer providing for an immediate payment of $37,500 to each as a signing bonus, and a lump sum payment of $500,000 to each upon termination of employment for the non-compete provisions. These provisions prevent each executive from directly competing with the Company for a period of two years commencing on their termination date.

Pursuant to the provisions of the agreements, the Company is required to set aside $1.0 million in a third-party escrow account.

9. GUARANTOR INFORMATION

As part of the restructuring of ownership discussed in Note 1 to these consolidated financial statements, the company has proposed issuing $235 million in senior subordinated notes due 2012, or the Notes. The Notes as currently proposed will be guaranteed by all of the Company’s domestic wholly-owned existing subsidiaries. These guaranties will be full, unconditional, joint and several. CashCall, which is a combined, affiliated company and QuikPlay, which is a consolidated joint venture will not guaranty these notes. As such, the following consolidating schedules present separate condensed financial statement information on a combined basis for the parent only, as well as the Company’s guarantor subsidiaries and non-guarantor subsidiaries and affiliate, as of December 31, 2003, and 2002 and for the three years in the period ended December 31, 2003.

F-20

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—BALANCE SHEET INFORMATION

DECEMBER 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors		Combined Non-Guarantors		Elimination Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	14,665		$	195	$	8,563	$	—		$	23,423
Settlement receivables		15,576			—		361		—			15,937
Receivables—other		575			707		4		—			1,286
Due from (to) related parties—net		(1,776	)		10,123		3,147		(6,270	)		5,224
Prepaid and other assets		954			—		—		—			954
Investment in subsidiaries		56,768			—		—		(56,768	)		—
Property, equipment and leasehold improvements—net		15,108			21		—		—			15,129
Goodwill—net		116,575			39,470		640		—			156,685
Other intangibles—net		20,250			369		—		—			20,619
TOTAL	$	238,695		$	50,885	$	12,715	$	(63,038	)	$	239,257
LIABILITIES AND MEMBERS’ CAPITAL
Settlement liabilities—due to related party	$	17,365		$	—	$	259	$	—		$	17,624
Accounts payable		17,489			371		156		—			18,016
Accrued expenses		4,594			—		6,046		(6,270	)		4,370
Total liabilities		39,448			371		6,461		(6,270	)		40,010
COMMITMENTS AND CONTINGENCIES		—			—		—		—			—
MINORITY INTEREST		—			—		—		—			—
MEMBERS’ CAPITAL		199,247			50,514		6,254		(56,768	)		199,247
TOTAL	$	238,695		$	50,885	$	12,715	$	(63,038	)	$	239,257

* Eliminations include intercompany investments and management fees.

F-21

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—BALANCE SHEET INFORMATION

DECEMBER 31, 2002

(Amounts in thousands)

	Parent		Combined Guarantors		Combined Non-Guarantors		Elimination Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	45,365	$	123	$	12,096	$	—		$	57,584
Settlement receivables		20,424		—		404		—			20,828
Receivables—other		312		644		16		—			972
Due from (to) related parties—net		5,804		5,588		8		(8,384	)		3,016
Prepaid and other assets		998		—		—		—			998
Investment in subsidiaries		50,273		—		—		(50,273	)		—
Property, equipment and leasehold improvements—net		17,028		49		—		—			17,077
Goodwill—net		116,575		39,470		527		—			156,572
Other intangibles—net		25,426		704		—		—			26,130
TOTAL	$	282,205	$	46,578	$	13,051	$	(58,657	)	$	283,177
LIABILITIES AND MEMBERS’ CAPITAL
Settlement liabilities—due to related party	$	56,687	$	—	$	275	$	—		$	56,962
Accounts payable		15,866		574		520		—			16,960
Accrued expenses		7,381		—		7,987		(8,384	)		6,984
Total liabilities		79,934		574		8,782		(8,384	)		80,906
COMMITMENTS AND CONTINGENCIES		—		—		—		—			—
MINORITY INTEREST		—		—		—		—			—
MEMBERS’ CAPITAL		202,271		46,004		4,269		(50,273	)		202,271
TOTAL	$	282,205	$	46,578	$	13,051	$	(58,657	)	$	283,177

* Eliminations include intercompany investments and management fees.

F-22

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF INCOME INFORMATION

YEAR ENDED DECEMBER 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *			Consolidated
REVENUES:
Cash advance	$	181,982		$	—		$	4,565		$	—		$	186,547
ATM		132,341			—			—			—			132,341
Check cashing		26,326			—			—			—			26,326
Central Credit and other		5,692			9,965			23			(4,504	)		11,176
Total revenues		346,341			9,965			4,588			(4,504	)		356,390
COSTS AND EXPENSES:
Commissions		153,143			—			1,746			—			154,889
Interchange and processing		65,854			—			1,391			—			67,245
Check cashing warranties		9,848			—			—			—			9,848
Central Credit and other costs of revenues		109			305			—			—			414
Total costs and expenses		228,954			305			3,137			—			232,396
GROSS PROFIT		117,387			9,660			1,451			(4,504	)		123,994
Operating expenses		(39,954	)		(4,787	)		(753	)		—			(45,494	)
Amortization		(6,173	)		(335	)		—			—			(6,508	)
Depreciation		(7,524	)		(29	)		—			—			(7,553	)
Preopening expenses		—			—			(679	)		—			(679	)
OPERATING INCOME		63,736			4,509			19			(4,504	)		63,760
OTHER INCOME (EXPENSE):
Interest income		1,017			—			295			—			1,312
Interest expense		(6,762	)		—			—			—			(6,762	)
Total other (expense) income		(5,745	)		—			295			—			(5,450	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		57,991			4,509			314			(4,504	)		58,310
PROVISION FOR FOREIGN INCOME TAXES		—			—			(321	)		—			(321	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		57,991			4,509			(7	)		(4,504	)		57,989
MINORITY OWNERSHIP LOSS		400			—			—			—			400
NET INCOME (LOSS)	$	58,391		$	4,509		$	(7	)	$	(4,504	)	$	58,389

* Eliminations include intercompany investments and management fees.

F-23

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF INCOME INFORMATION

YEAR ENDED DECEMBER 31, 2002

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *		Consolidated
REVENUES:
Cash advance	$	176,599		$	—		$	6,155		$	—	$	182,754
ATM		119,424			—			—			—		119,424
Check cashing		29,412			—			—			—		29,412
Central Credit and other		610			9,519			—			696		10,825
Total revenues		326,045			9,519			6,155			696		342,415
COSTS AND EXPENSES:
Commissions		144,806			—			2,018			—		146,824
Interchange and processing		57,612			—			1,962			—		59,574
Check cashing warranties		9,827			—			—			—		9,827
Central Credit and other costs of revenues		181			330			—			—		511
Total costs and expenses		212,426			330			3,980			—		216,736
GROSS PROFIT		113,619			9,189			2,175			696		125,679
Operating expenses		(47,973	)		(6,462	)		(1,092	)		—		(55,527	)
Amortization		(6,177	)		(335	)		—			—		(6,512	)
Depreciation		(5,020	)		(288	)		—			—		(5,308	)
Preopening expenses		—			—			(2,566	)		—		(2,566	)
OPERATING INCOME (LOSS)		54,449			2,104			(1,483	)		696		55,766
OTHER INCOME (EXPENSE):
Interest income		1,149			—			134			—		1,283
Interest expense		(6,216	)		—			—			—		(6,216	)
Total other (expense) income		(5,067	)		—			134			—		(4,933	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		49,382			2,104			(1,349	)		696		50,833
PROVISION FOR FOREIGN INCOME TAXES		—			—			(1,451	)		—		(1,451	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		49,382			2,104			(2,800	)		696		49,382
MINORITY OWNERSHIP LOSS		1,040			—			—			—		1,040
NET INCOME (LOSS)	$	50,422		$	2,104		$	(2,800	)	$	696	$	50,422

* Eliminations include intercompany investments and management fees.

F-24

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF INCOME INFORMATION

YEAR ENDED DECEMBER 31, 2001

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *		Consolidated
REVENUES:
Cash advance	$	167,283		$	—		$	7,504		$	—	$	174,787
ATM		110,074			—			—			—		110,074
Check cashing		26,614			—			—			—		26,614
Central Credit and other		666			9,797						295		10,758
Total revenues		304,637			9,797			7,504			295		322,233
COSTS AND EXPENSES:
Commissions		137,705			—			2,935			—		140,640
Interchange and processing		52,003			—			2,248			—		54,251
Check cashing warranties		8,532			—			—			—		8,532
Central Credit and other costs of revenues		128			364			—			—		492
Total costs and expenses		198,368			364			5,183			—		203,915
GROSS PROFIT		106,269			9,433			2,321			295		118,318
Operating expenses		(44,333	)		(7,268	)		(1,266	)		—		(52,867	)
Amortization		(9,901	)		(1,795	)		(20	)		—		(11,716	)
Depreciation		(5,007	)		(101	)		(14	)		—		(5,122	)
Preopening expenses		—			—			(1,368	)		—		(1,368	)
OPERATING INCOME (LOSS)		47,028			269			(347	)		295		47,245
OTHER INCOME (EXPENSE):
Interest income		1,648			—			225			—		1,873
Interest expense		(6,955	)		—			—			—		(6,955	)
Total other (expense) income		(5,307	)		—			225			—		(5,082	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		41,721			269			(122	)		295		42,163
PROVISION FOR FOREIGN INCOME TAXES		—			—			(442	)		—		(442	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		41,721			269			(564	)		295		41,721
MINORITY OWNERSHIP LOSS		420			—			—			—		420
NET INCOME (LOSS)	$	42,141		$	269		$	(564	)	$	295	$	42,141

* Eliminations include intercompany investments and management fees.

F-25

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF CASH FLOW INFORMATION

YEAR ENDED DECEMBER 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	58,391		$	4,509		$	(7	)	$	(4,504	)	$	58,389
Adjustments to reconcile income (loss) to cash provided by (used in) operating activities:
Amortization		6,173			335			—			—			6,508
Depreciation		7,524			29			—			—			7,553
Loss on sale or disposal of fixed assets		458			—			—			—			458
Equity income		(4,504	)		—			—			4,504			—
Minority loss in subsidiaries		(400	)		—			—			—			(400	)
Changes in operating assets and liabilities:
Changes in settlement receivables		5,001			—			121			—			5,122
Changes in receivables—other		(265	)		(62	)		15			—			(312	)
Changes in due from (to) related party—net		7,579			(4,534	)		(2,910	)		(2,635	)		(2,500	)
Changes in prepaid and other assets		44			—			—			—			44
Changes in settlement liabilities—due to related party		(39,426	)		—			(70	)		—			(39,496	)
Changes in accounts payable		1,623			(203	)		(389	)		—			1,031
Changes in accrued expenses		(2,955	)		—			(3,353	)		3,419			(2,889	)
Net cash (used in) provided by operating activities		39,243			74			(6,593	)		784			33,508
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(6,010	)		(2	)		—			—			(6,012	)
Purchase of other intangibles		(1,035	)		—			—			—			(1,035	)
Investment in subsidiaries		(1,000	)		—			—			1,000			—
Net cash (used in) provided by investing activities		(8,045	)		(2	)		—			1,000			(7,047	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority capital contributions		400			—			—			—			400
Capital contributions		—			—			1,000			(1,000	)		—
Distributions to partners		(63,467	)		—			—			—			(63,467	)
Net cash (used in) provided by financing activities		(63,067	)		—			1,000			(1,000	)		(63,067	)
NET EFFECT OF EXCHANGE RATES ON CASH		1,169			—			2,060			(784	)		2,445
NET CHANGE IN CASH AND CASH EQUIVALENTS		(30,700	)		72			(3,533	)		—			(34,161	)
CASH AND CASH EQUIVALENTS—Beginning of period		45,365			123			12,096			—			57,584
CASH AND CASH EQUIVALENTS—End of period	$	14,665		$	195		$	8,563		$	—		$	23,423

* Eliminations include intercompany investments and management fees.

F-26

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF CASH FLOW INFORMATION

YEAR ENDED DECEMBER 31, 2002

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	50,422		$	2,104		$	(2,800	)	$	696		$	50,422
Adjustments to reconcile income (loss) to cash provided by (used in) operating activities:
Amortization		6,177			335			—			—			6,512
Depreciation		5,020			288			—			—			5,308
Gain on sale or disposal of fixed assets		(151	)		—			—			—			(151	)
Equity income		696			—			—			(696	)		—
Minority loss in subsidiaries		(1,040	)		—			—			—			(1,040	)
Changes in operating assets and liabilities:		—			—			—			—			—
Changes in settlement receivables		12,548			—			94			—			12,642
Changes in receivables—other		88			220			—			—			308
Changes in due from (to) related party—net		873			(3,156	)		(8,149	)		8,294			(2,138	)
Changes in prepaid and other assets		360			—			—			—			360
Changes in settlement liabilities—due to related party		9,225			—			(180	)		—			9,045
Changes in accounts payable		431			12			95			—			538
Changes in accrued expenses		1,164			(186	)		7,464			(8,284	)		158
Net cash provided by (used in) operating activities		85,813			(383	)		(3,476	)		10			81,964
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(7,785	)		—			—			—			(7,785	)
Purchase of other intangibles		(1,965	)		—			—			—			(1,965	)
Investment in subsidiaries		(2,600	)		—			—			2,600			—
Net cash (used in) provided by investing activities		(12,350	)		—			—			2,600			(9,750	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority capital contributions		1,040			—			—			—			1,040
Capital contributions		—			—			2,600			(2,600	)		—
Distributions to partners		(53,373	)		—			—			—			(53,373	)
Net cash (used in) provided by financing activities		(52,333	)		—			2,600			(2,600	)		(52,333	)
NET EFFECT OF EXCHANGE RATES ON CASH		145			—			68			(10	)		203
NET CHANGE IN CASH AND CASH EQUIVALENTS		21,275			(383	)		(808	)		—			20,084
CASH AND CASH EQUIVALENTS—Beginning of period		24,090			506			12,904			—			37,500
CASH AND CASH EQUIVALENTS—End of period	$	45,365		$	123		$	12,096		$	—		$	57,584

* Eliminations include intercompany investments and management fees.

F-27

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF CASH FLOW INFORMATION

YEAR ENDED DECEMBER 30, 2001

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	42,141		$	269		$	(564	)	$	295		$	42,141
Adjustments to reconcile income (loss) to cash provided by operating activities:
Amortization		9,901			1,795			20			—			11,716
Depreciation		5,007			101			14			—			5,122
Equity income		295			—			—			(295	)		—
Minority loss in subsidiaries		(420	)		—			—			—			(420	)
Changes in operating assets and liabilities:
Changes in settlement receivables		12,142			—			1,096			—			13,238
Changes in receivables—other		(47	)		(114	)		(17	)		—			(178	)
Changes in due from (to) related party—net		538			(2,327	)		(56	)		2,571			726
Changes in prepaid and other assets		688			109			—			—			797
Changes in settlement liabilities—due to related party		(2,270	)		—			(1,537	)		—			(3,807	)
Changes in accounts payable		2,855			330			91			—			3,276
Changes in accrued expenses		1,413			10			2,211			(2,635	)		999
Net cash provided by operating activities		72,243			173			1,258			(64	)		73,610
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(3,420	)		(38	)		—			—			(3,458	)
Purchase of other intangibles		(2,766	)		(71	)		—			—			(2,837	)
Investment in subsidiaries		(850	)		—			—			850			—
Net cash (used in) provided by investing activities		(7,036	)		(109	)		—			850			(6,295	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority capital contributions		340			—			—			—			340
Capital contributions		—			—			850			(850	)		—
Distributions to partners		(57,152	)		—			—			—			(57,152	)
Net cash (used in) provided by financing activities		(56,812	)		—			850			(850	)		(56,812	)
NET EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		(64	)		—			(451	)		64			(451	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		8,331			64			1,657			—			10,052
CASH AND CASH EQUIVALENTS—Beginning of period		15,759			442			11,247			—			27,448
CASH AND CASH EQUIVALENTS—End of period	$	24,090		$	506		$	12,904		$	—		$	37,500

* Eliminations include intercompany investments and management fees.

F-28

Global Cash Access, L.L.C.

and Subsidiaries

Unaudited Condensed Consolidated Financial

Statements for the Quarter Ended March 31, 2004

F-29

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2004 AND DECEMBER 31, 2003

(Amounts in thousands)

	MARCH 31, 2004			DECEMBER 31, 2003
ASSETS
Cash and cash equivalents	$	19,646		$	23,423
Restricted cash		1,000			—
Settlement receivables		11,093			15,937
Receivables, other		3,754			6,510
Prepaid and other assets		14,280			954
Property, equipment and leasehold improvements, net		13,902			15,129
Goodwill, net		156,678			156,685
Other intangibles, net		19,295			20,619
Total assets	$	239,648		$	239,257
LIABILITIES AND MEMBERS’ (DEFICIT) CAPITAL
LIABILITIES:
Settlement liabilities	$	10,060		$	17,624
Accounts payable		19,980			18,016
Accrued expenses		8,242			4,370
Borrowings		495,000			—
Total liabilities		533,282			40,010
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST
MEMBERS’ (DEFICIT) CAPITAL		(293,634	)		199,247
Total liabilities and members’ (deficit) capital	$	239,648		$	239,257

See notes to unaudited condensed consolidated financial statements.

F-30

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE-MONTH PERIODS ENDED

MARCH 31, 2004 AND 2003

(Amounts in thousands)

	2004			2003
REVENUES:
Cash advance	$	50,455		$	45,718
ATM		38,330			30,807
Check cashing		5,838			6,982
Central Credit and other revenues		3,007			2,690
Total revenues		97,630			86,197
COSTS AND EXPENSES:
Commissions		44,328			37,513
Interchange and processing		17,889			17,064
Check cashing warranties		2,658			3,118
Central Credit and other costs of revenues		74			82
Total costs and expenses		64,949			57,777
GROSS PROFIT		32,681			28,420
Operating expenses		(11,205	)		(13,708	)
Amortization		(1,438	)		(1,656	)
Depreciation		(1,969	)		(1,702	)
Preopening expenses		—			(315	)
OPERATING INCOME		18,069			11,039
OTHER INCOME (EXPENSE)
Interest income		294			332
Interest expense		(3,097	)		(1,505	)
Total other expense		(2,803	)		(1,173	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		15,266			9,866
PROVISION FOR FOREIGN INCOME TAXES		(1,162	)		(112	)
INCOME BEFORE MINORITY OWNERSHIP LOSS		14,104			9,754
MINORITY OWNERSHIP LOSS		—			291
NET INCOME	$	14,104		$	10,045

See notes to unaudited condensed consolidated financial statements.

F-31

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ CAPITAL (DEFECIT)

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004

(Amounts in thousands except membership units)

	Membership Units		Capital			Comprehensive Income			Other Comprehensive Income (Loss)			Total Members’ Capital (Deficit)
BALANCE—January 1, 2004	1,430		$	197,506					$	1,741		$	199,247
Comprehensive income:
Net income				14,104		$	14,104						14,104
Other comprehensive loss:
Foreign currency translation							(61	)		(61	)		(61	)
Comprehensive income						$	14,043
Redemption of membership interests and distributions to partners	(880	)		(506,924	)								(506,924	)
BALANCE—March 31, 2004	550		$	(295,314	)				$	1,680		$	(293,634	)

See notes to unaudited condensed consolidated financial statements.

F-32

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2004 AND 2003

(Amounts in thousands)

	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,104		$	10,045
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Amortization		1,438			1,656
Depreciation		1,969			1,702
Minority ownership loss		—			(291	)
Changes in operating assets and liabilities:
Changes in restricted cash		(1,000	)		—
Changes in settlement receivables		4,897			6,359
Changes in receivables—other		(429	)		(4,384	)
Changes in prepaid and other assets		75			8
Changes in settlement liabilities		(7,598	)		(30,964	)
Changes in accounts payable		1,965			4,780
Changes in accrued expenses		3,819			(1,279	)
Net cash provided by (used in) operating activities		19,240			(12,368	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(737	)		(3,188	)
Purchase of other intangibles		(115	)		(357	)
Net cash used in investing activities		(852	)		(3,545	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Credit Facility		484,087			—
Debt issuance costs		(2,488	)		—
Minority capital contributions		—			400
Redemption of membership interests and distributions to partners		(503,758	)		(10,153	)
Net cash used in financing activities		(22,159	)		(9,753	)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(6	)		780
NET DECREASE IN CASH AND CASH EQUIVALENTS		(3,777	)		(24,886	)
CASH AND CASH EQUIVALENTS—Beginning of period		23,423			57,584
CASH AND CASH EQUIVALENTS—End of period	$	19,646		$	32,698
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	740		$	1,594
Cash paid for foreign income taxes, net of refunds	$	182		$	125
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Distribution related to forgiveness of related party receivable	$	3,166
Debt issuance costs treated as a reduction of credit facility proceeds	$	10,913

See notes to unaudited condensed consolidated financial statements.

F-33

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

QUARTER ENDED MARCH 31, 2004

1. BUSINESS AND BASIS OF PRESENTATION

Global Cash Access, L.L.C. (the “Company” or “GCA”) is a financial services company that provides cash access products and services to the gaming industry. The Company’s cash access products and services allow gaming patrons to access funds through a variety of methods, including credit card cash advances, point-of-sale debit card transactions, automated teller machine (“ATM”) withdrawals, check cashing transactions and money transfers. These services are provided to patrons at gaming establishments directly by the Company or through one of its consolidated subsidiaries: CashCall Systems, Inc. (“CashCall”) or QuikPlay LLC (“QuikPlay”). The accompanying unaudited condensed consolidated financial statements include the accounts of GCA and its affiliated and consolidated companies: CashCall, Central, and QuikPlay.

The Company also owns and operates one of the leading credit reporting agencies in the gaming industry, Central Credit, LLC (“Central”), and provides credit-information services to gaming establishments and credit-reporting history on gaming patrons to the various gaming establishments. Central operates in both international and domestic gaming markets.

CashCall is a Canadian corporation directly owned by GCA that provides consumer cash access to gaming establishments in Canada through credit/debit card cash advance transactions. On August 30, 2001, GCA established a United Kingdom branch to provide credit/debit card cash advance and ATM withdrawal transactions to gaming patrons in the United Kingdom. The branch did not initiate these transactions until early 2002 when the regulatory approval to perform these types of transactions in gaming establishments was granted by Parliament.

QuikPlay is a joint venture formed on December 6, 2000, owned 60% by GCA and 40% by International Game Technology (“IGT”). IGT is one of the largest manufactures of gaming slot equipment in the United States of America. The QuikPlay ATM provides debit card cash advances to consumers and machines located adjacent to slot machines. This product was in the initial development stages until August 28, 2003, at which time it received a Phase II approval letter issued by Gaming Laboratories International, Inc. providing regulatory approval to commence operations on a pilot tribal gaming location. Additional regulatory approval must still be obtained for all future tribal locations and non-tribal locations, but management has determined that the QuikPlay product is no longer a start-up activity. As GCA is the managing member of this entity, it has been fully consolidated in the Company’s unaudited condensed consolidated financial statements in all periods presented.

GCA provides additional services through companies wholly owned by First Data Corporation (“First Data”), including TRS Recovery Services, Inc., and TeleCheck Services, Inc., (collectively “TeleCheck”), and Western Union Financial Services, Inc. (“Western Union”). Prior to March 10, 2004, First Data owned 67% of the Company (see further discussion at Restructuring of Ownership below and in footnote 5). GCA is a money transfer agent of Western Union, a wholly owned subsidiary of First Data. Western Union owns the contract with the casinos and provides GCA a commission on the transactions processed by the casino, this commission is included as income in the accompanying unaudited condensed consolidated statements of income.

GCA markets check authorization services to gaming establishments pursuant to the TeleCheck Marketing Agreement dated July 9, 1998. GCA, through TeleCheck, provides gaming establishments who are merchant subscribers check authorization services that include check verification and returned item collection. GCA provides marketing and customer service to the gaming establishment on behalf of TeleCheck. All items of income and expense associated with this line of business are assigned from TeleCheck to GCA.

F-34

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

Restructuring of Ownership— On December 10, 2003, the principal owners of GCA, First Data Financial Services, LLC and FDFS Holdings, LLC (both of which are subsidiaries of First Data) and M&C International (“M&C”), entered into a restructuring agreement with the principals of M&C. This restructuring agreement and the subsequent amendments provided for the recapitalization of GCA’s membership so that all of the membership units in the Company and its subsidiaries were contributed to a holding company, GCA Holdings, L.L.C. (“Holdings”). GCA is a wholly owned subsidiary of Holdings.

Pursuant to the Restructuring of Ownership, all of the membership units in GCA Holdings, L.L.C. owned by FDFS Holdings, LLC were redeemed for an aggregate amount of $435.6 million. Additionally, certain of M&C’s membership units in Holdings were redeemed for $38.0 million.

Immediately prior to the redemption of First Data’s and M&C’s membership units in Holdings, M&C sold to Bank of America Corporation a portion of M&C’s membership units in Holdings for an aggregate purchase price of $20.2 million. Additionally as part of the Restructuring of Ownership, a $12.1 million distribution was made to M&C that was paid directly to Bank of America for settlement of a loan between Bank of America and M&C.

Upon the consummation of the restructuring transaction, which was completed on March 10, 2004, GCA was approximately 95% owned by M&C and approximately 5% owned by a wholly owned subsidiary of Bank of America Corporation.

On April 21, 2004, Holdings entered into a Securities Purchase and Exchange Agreement with entities affiliated with Summit Partners and entities affiliated with Tudor Investment Corporation to among other things, (i) to convert from a limited liability company to a corporation, (ii) to exchange with M&C and with Bank of America Corporation their Common Units in Holdings for various classes of common stock, and (iii) to issue various classes of preferred stock (see further discussion of this transaction in footnote 7).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The unaudited condensed consolidated financial statements include the accounts of Global Cash Access, L.L.C. and its subsidiaries and affiliated combined companies. All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation—The Company believes the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of our operations for the three month periods ended March 31, 2004 and 2003 and our cash flows for the three month periods ended March 31, 2004 and 2003. This report should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2003, included in the Offering Memorandum, dated as of March 3, 2004 (“the Offering Memorandum”) relating to the sale of $235,000,000 of the Company’s 8.75% Senior Subordinated Notes due 2012. The operating results for the three month periods ended March 31, 2004 and 2003 and the Company’s cash flows for the three month periods ended March 31, 2004 and 2003 are not necessarily indicative of the results that will be achieved for the full year or future periods.

Restricted Cash—Restricted cash relates to the funds held in escrow with the Company’s corporate counsel related to certain executive non-compete agreements. These funds will automatically be paid to the executives upon their termination.

F-35

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

ATM Funding Agreements—On March 4, 2004, the Company amended the Vault Cash Custody Agreement (the Agreement”) with Wells Fargo Bank, N.A. to provide the currency needed for normal operating requirements for all the Company’s ATMs. Under terms of this amendment, Wells Fargo agreed to not exercise their right to terminate the Agreement for a period of 120 days and the rate utilized in the monthly funding fee computation was changed from average Federal Funds rate for the month plus a margin of 30 basis points to LIBOR plus 300 basis points. Additionally, the Company has established a letter of credit in the amount of $5 million as security for the performance of GCA’s obligations under the Agreement.

On March 8, 2004, the Company entered into an Amendment of the Treasury Services Agreement with Bank of America, N.A. that allowed for the Company to utilize up to $300 million in funds owned by Bank of America. For use of these funds, GCA will pay to Bank of America a cash usage fee equal to the average daily cash balance multiplied by the one-month LIBOR rate plus 25 basis points. The agreed upon transition date from Wells Fargo to Bank of America is June 1, 2004.

Settlement Liabilities—In the credit/debit card cash advance transaction provided by GCA and CashCall, the gaming establishment reimburses itself for the cash disbursed to the gaming patrons through a check issued by either Integrated Payment Systems, Inc. or IPS Canada Inc. (“IPS”). GCA is an agent of IPS, a licensed issuer of payment instruments that is wholly owned by First Data. Pursuant to these agency relationships, GCA indemnifies IPS for any losses incurred in conjunction with credit/debit card cash advance transactions, and thus, assumes all of the risks and rewards. GCA receives reimbursement from the patron’s credit/debit card issuer for the transaction in an amount equal to the check issued to the casino plus the cash advance fee charged to the patron. GCA then funds IPS for the amount of their check issued to the casino. The amount of unpaid checks is included with settlement liabilities on the unaudited condensed balance sheets.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates incorporated in the unaudited condensed consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, estimated cash flows in assessing the recoverability of long-lived assets, and estimated liabilities for chargebacks, litigation, claims and assessments. Actual results could differ from these estimates.

Reclassifications—Certain reclassifications have been made in the prior period unaudited condensed consolidated financial statements to conform to the presentation used in March 31, 2004, these reclassifications had no effect on the Company’s consolidated net income.

3. COMMITMENTS AND CONTINGENCIES

Litigation Claims and Assessments—In April 2003, an action was commenced against the Company and First Data by one of the Company’s competitors alleging breach of a confidentiality agreement between the competitor and First Data Corporation, interference with contract relations and interference with prospective economic advantage arising from a competitive bidding situation in which a gaming establishment entered into a contract with the Company rather than the competitor. The complaint alleges wrongful actions by the Company that resulted in the gaming establishment reneging on its prior indications that it would enter into a contract with the competitor. In the complaint, the competitor is seeking damages in excess of $1.0 million including lost profits, incidental and consequential damages, out-of-pocket losses and losses from damage to reputation, plus attorneys’ fees, costs and expenses. The Company believes that the allegations of wrongdoing are without merit and intends to vigorously defend itself against them.

F-36

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

By amended interrogatory answers dated January 30, 2004, the competitor has claimed it has lost incremental profits of approximately $7.2 million as a result of the alleged wrongdoing. In addition, the competitor has identified out-of-pocket expenses totaling approximately $330,000, which it claims it was unable to recoup after the alleged wrongdoing. In June 2004, this claim was settled (see note 7).

The Company is threatened with or named as a defendant in various lawsuits in the ordinary course of business, including the one noted above. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that the final resolution of any threatened or pending litigation is not likely to have a material adverse effect on the financial position or results of operations of the Company.

Canadian Good and Services Tax (“GST”)— In April 2004, CashCall was notified through one of its customers that the Canadian Revenue Agency Appeals Division (“CRA”) had taken the position against the customer in January 2004 related to a tax position that the Company was not liable for GST on commissions paid to the customer. Under the Canadian Excise Tax Act (“ETA”), a supply of goods or services is taxable unless it is identified as exempt specifically in the ETA. Included within this listing of exempt transactions are “financial services” transactions.

This preliminary position outlined by the CRA’s is that the advancement of funds by the gaming establishment to gaming patrons in consideration for receipt of a negotiable instrument issued by CashCall is not an exempt financial services transaction. Currently, the CRA has requested that our customer remit to them on our behalf approximately $0.6 million in GST owed related to the period under audit. In addition to the $0.6 million identified under the CRA audit, the Company may be liable for an additional $1.0 million for GST related to other Canadian customers and time periods not currently under audit plus possible interest and penalties.

The Company intends to pay the amount owed related to this specific customer, immediately file a refund claim for taxes paid in error with the CRA and provide the CRA with a history of the issue. If this claim is denied, which is expected, the Company intends to defend the rebate claim through the assessment process, the appeals process and then through court, if necessary.

The Company believes the transactions performed in Canada are financial services transactions that are exempt from GST and are therefore not taxable. As the Company intends to pay these obligations and file a refund claim to recover these amounts there is a risk of an adverse outcome from the appeals process. Accordingly, the Company has recorded $1.6 million in operating expenses related to this potential tax exposure in the accompanying unaudited condensed consolidated income statements.

4. BORROWINGS

Senior Subordinated Notes— On March 10, 2004, the Company completed a private placement offering of $235 million 8.75% Senior Subordinated Notes (the “Notes Offering”) due March 15, 2012. The Notes Offering resulted in proceeds to the Company of $228.3 million net of issuance costs and offering expenses. Interest on the notes accrues based upon a 360-day year comprised of twelve 30-day months and is payable semiannually on March 15^th and September 15^th. Proceeds of the Notes Offering were utilized to finance in part the Restructuring of Ownership and pay related fees and expenses.

All of the Company’s existing and future domestic wholly owned subsidiaries will be guarantors of the notes on a senior subordinated basis. Up to 35% of these notes may be redeemed before March 15, 2007, with the net proceeds from an equity offering. On or after March 15, 2008, the Company may redeem all or a portion of the notes at redemption prices of 104.375% on or after March 15, 2008, 102.188% on or after March 15, 2009 or 100.000% on or after March 15, 2010.

F-37

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

Senior Secured Credit Facility— In connection with the Restructuring of Ownership, the Company entered into new senior secured credit facilities (the “Credit Facility”) arranged by Banc of America Securities LLC in an aggregate principal amount of $280 million, consisting of a five-year revolving credit facility of $20.0 million and a six-year term loan of $260 million. Included within the revolving credit facility are a sub-facility that provides for up to $10.0 million in letters of credit and a sub-facility that provides for up to $5.0 million in swingline borrowings. The Credit Facility resulted in proceeds to the Company of $255.7 million net of issuance costs and offering expenses. Proceeds from the term loan portion of the Credit Facility were utilized to finance in part the Restructuring of Ownership and pay related fees and expenses.

The term loan portion of the Credit Facility will amortize at a rate of 5.0% per annum, payable in quarterly installments for the first five years with the remaining balance to be repaid in equal quarterly installments in the sixth year. Borrowings under the Credit Facility will bear interest at either a base rate (defined as the higher of the Bank of America prime rate or the Federal Funds rate plus 0.50%) plus an applicable margin or LIBOR rate plus an applicable margin. For the term loan portion of the Credit Facility the applicable margin for LIBOR loans will be 2.75% while base rate loans will have an applicable margin of 1.75%. Initially, for the revolving portion of the Credit Facility the applicable margin for LIBOR loans will be 2.75% while base rate loans will have an applicable margin of 1.75%. Following the last day of the second full fiscal quarter with the Credit Facility in place, the applicable margin for the revolving portion of the Credit Facility will be adjusted from time-to-time based upon a performance-based pricing grid, provided that the applicable margins for base rate loans will always be 1% less than the applicable margins for LIBOR loans.

As of March 31, 2004, the Company had issued and outstanding $6.0 million in letters of credits under the revolving portion of the Credit Facility.

Management has not provided separate guarantor schedules as required by Rule 3-10 of the Securities Exchange Commission’s Rules and Regulations as the non-guaranteeing subsidiary companies are defined as minor and their results of operations are deemed insignificant.

5. RELATED PARTY TRANSACTIONS

Prior to March 10, 2004, First Data owned a 67% ownership interest in the Company (see restructuring of ownership section in footnote 1). In the normal course of business, First Data and its subsidiaries have provided services to the Company to facilitate the provision of services for the Company’s customers.

As part of the Restructuring of Ownership, the Company and First Data have agreed to transition certain corporate support functions to the Company. These services include tax, accounting, and licensing departments, corporate insurance coverage, and credit card rewards processing. These functions and responsibilities were transitioned over to the Company in April 2004.

As part of the Restructuring of Ownership, the Company and First Data have agreed for First Data to continue to provide the following services for a period of one year after closing. In connection with the credit/debit card cash advance transactions, the Company incurs a settlement liability to IPS for checks written to gaming properties on cash accounts of IPS. GCA generally funds IPS for the checks on the third business day after the check is issued. The Company pays a check clearing and imaging fee to IPS. IPS pays the Company interest on the outstanding checks from the time they are funded until the check has cleared the IPS bank account. The balance of outstanding checks includes short-term balances as well as checks pending escheatment. Interest is calculated daily on the total outstanding balance and the short-term cash deposits at the lesser of 7% or prime rate per annum.

F-38

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

In connection with the ATM business, FDFS Holdings, LLC provided ATM funding for which it charged the Company interest. Interest was calculated daily on the total outstanding balance at the lesser of 7% or prime rate per annum. This arrangement was terminated on December 16, 2003.

GCA markets TeleCheck check authorization services and is an agent of Western Union in gaming establishments.

The Company made payments for software development costs to Infonox, a Company owned by M&C during each of the years presented. A portion of the software development costs are capitalized and reflected in intangible assets in the unaudited condensed consolidated balance sheets and the remainder is classified in operating or preopening expenses in the unaudited condensed consolidated statements of income.

GCA made processing payments based on authorized transactions to USA Payments, a company owned by M&C. The processing payments have been reflected in interchange processing and other expenses in the unaudited condensed consolidated statements of income. Additionally, USA Payments provides pass through invoices related mainly to gateway fees and other processing charges incurred on behalf of the Company from unrelated third parties and subleases a portion of GCA’s corporate facility from GCA. USA Processing, Inc. provides consulting services related to accounting and telecom billing review services pursuant to consolidating facilities and operations of the Company to realize the synergies of the joint venture structure.

The following table represents the transactions with related parties for the three-months ended March 31, (amounts in thousands):

Name of Related Party	Description of Transaction	2004			2003
First Data and Subsidiaries:
IPS	Invoices paid by IPS passed through as capitalized items to GCA with subsequent operating expense and depreciation expense treatment including capitalized check stock and casino equipment, respectively	$	63		$	39
IPS	Invoices paid by IPS passed through and expensed in operating expenses by GCA including legal fees, bank fees, telecom, taxes, licenses, foreign employee reimbursement and other operating expenses		117			78
IPS	Check clearing & imaging charges operated by IPS included in operating expenses		144			132
First Data	Other support services including tax, accounting and licensing departments, corporate insurance coverage and credit card rewards processing included in operating expenses		35			52
IPS	Interest income earned by GCA on outstanding checks and short-term cash deposits		(236	)		(259	)
FDFS Holdings, LLC	Interest expense recorded by GCA on bailment of ATM cash		—			1,244
Telecheck	Check guarantee revenue included in check cashing revenue		(5,665	)		(6,857	)
Telecheck	Check cashing warranties		2,658			3,118

F-39

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

Name of Related Party	Description of Transaction	2004			2003
Telecheck	Operating expenses		781			2,291
Western Union	Money transfer commissions earned, included in Central Credit and other revenues		(143	)		(220	)
M&C Subsidiaries:
Infonox on the Web	Software development costs and maintenance expense included in operating expenses, preopening expenses and other intangibles-net	$	382		$	1,316
USA Payments	Transaction processing charges included in interchange and processing		615			653
USA Payments	Pass through billing related to gateway fees, telecom and other items included in interchange and processing expense and operating expense		510			472
USA Payments	Sublease income earned for leasing out corporate office space for backup servers		(5	)		—

The following table details the amounts due from these related parties that are recorded as part of receivables, other in the unaudited condensed consolidated balance sheets (amounts in thousands):

	March 31, 2004		December 31, 2003
Receivable from M&C	$	—	$	3,166
Receivable from First Data and Subsidiaries		2,783		2,058
	$	2,783	$	5,224

The settlement liabilities line in the unaudited condensed consolidated balance sheets as of March 31, 2004 and December 31, 2003, represents a liability to IPS for unpaid checks.

Bank of America is the acquiring member sponsoring GCA under applicable card rules through September 2010 for all credit/debit card cash advance transactions.

6. SEGMENT INFORMATION

Operating segments as defined by SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. GCA’s chief operating decision-making group consists of the Chief Executive, Chief Operating, and Chief Financial Officers of the Company and a management committee appointed by the Company’s owners. The operating segments are reviewed separately because each operating segment represents a strategic business unit that serves different markets.

GCA operates in four distinct business segments: cash advance, ATM, check cashing and credit reporting services. These segments are monitored separately by management for performance against its internal forecast and are consistent with GCA’s internal management reporting.

Other lines of business, none of which exceed the established materiality for segment reporting, include Western Union, direct marketing and QuikPlay.

F-40

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

The Company’s business is predominantly domestic, with no specific regional concentrations.

Major customers – During the three-months ended March 31, 2004, GCA had one customer that generated total revenues of approximately $13.1 million from all segments. During the three-months ended March 31, 2003, one customer generated total revenues of approximately $12.1 million from all segments.

The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.

	Cash Advance			ATM			Check Cashing			Central Credit			Other			Total
Three Months Ended March 31, 2004
Revenues	$	50,455		$	38,330		$	5,838		$	2,667		$	340		$	97,630
Depreciation and amortization		1,258			1,932						91			126			3,407
Operating income		9,884			4,710			2,127			1,337			11			18,069
Interest income		294															294
Interest expense		(1,074	)		(1,835	)		(124	)		(57	)		(7	)		(3,097	)
Foreign income taxes		(1,162	)														(1,162	)
Minority ownership loss																	—
Net income	$	7,942		$	2,875		$	2,003		$	1,280		$	4		$	14,104
Three Months Ended March 31, 2003
Revenues	$	45,718		$	30,807		$	6,982		$	2,358		$	332		$	86,197
Depreciation and amortization		1,521			1,611						91			135			3,358
Operating income (loss)		7,415			2,862			1,250			688			(1,176	)		11,039
Interest income		332															332
Interest expense					(1,434	)								(71	)		(1,505	)
Foreign income taxes		(112	)														(112	)
Minority ownership loss														291			291
Net income (loss)	$	7,635		$	1,428		$	1,250		$	688		$	(956	)	$	10,045

	March 31, 2004		December 31, 2003
Total Assets
Cash advance	$	149,280	$	154,461
ATM		45,282		40,667
Check cashing		3,928		3,273
Central Credit		40,910		40,764
Other		246		92
Total assets	$	239,646	$	239,257

F-41

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

7. SUBSEQUENT EVENTS

Securities Purchase Agreement

Holdings entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase Agreement”) dated as of April 21, 2004 by and among Holdings, certain affiliated entities of Summit Partners and certain affiliated entities of Tudor Investment Corporation (the “Purchasers”), M&C International (the “Seller”), Bank of America Corporation and the other persons named in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, Holdings agreed, among other things, (i) to convert from a limited liability company to a corporation organized under the laws of Delaware (the “Conversion”), (ii) to exchange with the Seller and with Bank of America Corporation their Common Units in Holdings for Class A Common Units and Class B Common Units in Holdings and (iii) to issue and sell to the Purchasers 220.055 Class A Preferred Units and 58.5 Class B Preferred Units, which will automatically convert into shares of Class A Preferred Stock and Class B Preferred Stock of Holdings upon the Conversion, for an aggregate purchase price of $316.4 million (the “Securities Transactions”). As a result of the Securities Transactions, the Seller will become the beneficial owner of approximately 40.01% of the outstanding securities of Holdings and 45.06% of the outstanding voting securities of Holdings and the Purchasers, in the aggregate, will become beneficial owners of approximately 55.00% of the outstanding securities of Holdings and 49.96% of the outstanding voting securities of Holdings and Holdings will cease to be controlled by the Seller.

GameCash Litigation—On June 16, 2004, the Company entered into a settlement agreement containing mutual releases with Travelers Express Company, Inc., Viad Corp. and First Data Corporation related to the April 2003 action commenced by Game Financial Corporation against the Company relating to an alleged breach of a confidentiality agreement, alleged interference with contract and alleged interference with prospective economic advantage. Under terms of the settlement agreement, the Company paid Travelers Express Company, Inc. $2.1 million in full settlement of all claims against the Company, First Data Corporation and a customer of ours related to these claims. The expense associated with this settlement was recorded in the results of operations of the Company in June 2004.

8. GUARANTOR INFORMATION

As part of the restructuring of ownership discussed in Note 1 to these unaudited condensed consolidated financial statements, the company has issued $235 million in senior subordinated notes due 2012 (the “Notes”). The Notes are guaranteed by all of the Company’s domestic wholly-owned existing subsidiaries. These guaranties are full, unconditional, joint and several. CashCall, which is a combined, affiliated company and QuickPlay, which is a consolidated joint venture will not guaranty these notes. As such, the following consolidating schedules present separate condensed financial statement information on a combined basis for the parent only, as well as the Company’s guarantor subsidiaries and non-guarantor subsidiaries and affiliate, as of March 31, 2004 and December 31, 2003, and for the three month period ended March 31, 2004 and March 31, 2003.

F-42

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—BALANCE SHEET INFORMATION

MARCH 31, 2004

(Amounts in thousands)

	Parent			Combined Guarantors		Combined Non-Guarantors		Elimination Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	16,158		$	266	$	3,222	$	—		$	19,646
Restricted cash		1,000			—		—		—			1,000
Settlement receivables		10,828			—		265		—			11,093
Receivables, other		(7,689	)		12,253		4,611		(5,421	)		3,754
Prepaid and other assets		14,278			—		2		—			14,280
Investments in subsidiaries		53,611			—		—		(53,611	)		—
Property, equipment and leasehold improvements, net		13,888			14		—		—			13,902
Goodwill, net		116,574			39,471		633		—			156,678
Other intangibles, net		19,010			285		—		—			19,295
Total assets	$	237,658		$	52,289	$	8,733	$	(59,032	)	$	239,648
LIABILITIES AND MEMBERS’ CAPITAL
LIABILITIES:
Settlement liabilities	$	9,908		$	—	$	152	$	—		$	10,060
Accounts payable		19,465			350		165		—			19,980
Accrued expenses		6,919			—		6,744		(5,421	)		8,242
Borrowings		495,000			—		—		—			495,000
Total liabilities		531,292			350		7,061		(5,421	)		533,282
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST
MEMBERS’ (DEFICIT) CAPITAL		(293,634	)		51,939		1,672		(53,611	)		(293,634	)
Total liabilities and members’ (deficit) capital	$	237,658		$	52,289	$	8,733	$	(59,032	)	$	239,648

* Eliminations include intercompany investments and management fees.

F-43

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—BALANCE SHEET INFORMATION

DECEMBER 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors		Combined Non-Guarantors		Elimination Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	14,665		$	195	$	8,563	$	—		$	23,423
Restricted cash		—			—		—		—			—
Settlement receivables		15,576			—		361		—			15,937
Receivables, other		(1,201	)		10,830		3,151		(6,270	)		6,510
Prepaid and other assets		954			—		—		—			954
Investments in subsidiaries		56,768			—		—		(56,768	)		—
Property, equipment and leasehold improvements, net		15,108			21		—		—			15,129
Goodwill, net		116,575			39,470		640		—			156,685
Other intangibles, net		20,250			369		—		—			20,619
Total assets	$	238,695		$	50,885	$	12,715	$	(63,038	)	$	239,257
LIABILITIES AND MEMBERS’ CAPITAL
LIABILITIES:
Settlement liabilities	$	17,365		$	—	$	259	$	—		$	17,624
Accounts payable		17,489			371		156		—			18,016
Accrued expenses		4,594			—		6,046		(6,270	)		4,370
Total liabilities		39,448			371		6,461		(6,270	)		40,010
COMMITMENTS AND CONTINGENCIES		—			—		—		—			—
MINORITY INTEREST		—			—		—		—			—
MEMBERS’ CAPITAL		199,247			50,514		6,254		(56,768	)		199,247
Total liabilities and members’ capital	$	238,695		$	50,885	$	12,715	$	(63,038	)	$	239,257

* Eliminations include intercompany investments and management fees.

F-44

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—INCOME STATEMENT INFORMATION

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non- Guarantors			Elimination Entries *		Consolidated
REVENUES:
Cash advance	$	49,341		$	—		$	1,114		$	—	$	50,455
ATM		38,330			—			—			—		38,330
Check cashing		5,838			—			—			—		5,838
Central Credit and other revenues		206			2,667			16			118		3,007
Total revenues		93,715			2,667			1,130			118		97,630
COSTS AND EXPENSES:
Commissions		43,952			—			376			—		44,328
Interchange and processing		17,561			—			328			—		17,889
Check cashing warranties		2,658			—			—			—		2,658
Central Credit and other costs of revenues		16			58			—			—		74
Total costs and expenses		64,187			58			704			—		64,949
GROSS PROFIT		29,528			2,609			426			118		32,681
Operating expenses		(8,269	)		(1,093	)		(1,843	)		—		(11,205	)
Amortization		(1,354	)		(84	)		—			—		(1,438	)
Depreciation		(1,962	)		(7	)		—			—		(1,969	)
Preopening expenses		—			—			—			—		—
OPERATING INCOME		17,943			1,425			(1,417	)		118		18,069
OTHER INCOME (EXPENSE):
Interest income		239			—			55			—		294
Interest expense		(3,097	)		—			—			—		(3,097	)
Total other expense		(2,858	)		—			55			—		(2,803	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		15,085			1,425			(1,362	)		118		15,266
PROVISION FOR FOREIGN INCOME TAXES		(981	)		—			(181	)		—		(1,162	)
INCOME BEFORE MINORITY OWNERSHIP LOSS		14,104			1,425			(1,543	)		118		14,104
MINORITY OWNERSHIP LOSS		—			—			—			—		—
NET INCOME	$	14,104		$	1,425		$	(1,543	)	$	118	$	14,104

* Eliminations include intercompany investments and management fees.

F-45

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—INCOME STATEMENT INFORMATION

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non- Guarantors			Elimination Entries *		Consolidated
REVENUES:
Cash advance	$	44,630		$	—		$	1,088		$	—	$	45,718
ATM		30,807			—			—			—		30,807
Check cashing		6,982			—			—			—		6,982
Central Credit and other revenues		257			2,358			—			75		2,690
Total revenues		82,676			2,358			1,088			75		86,197
COSTS AND EXPENSES:
Commissions		36,952			—			561			—		37,513
Interchange and processing		16,726			—			338			—		17,064
Check cashing warranties		3,118			—			—			—		3,118
Central Credit and other costs of revenues		5			77			—			—		82
Total costs and expenses		56,801			77			899			—		57,777
GROSS PROFIT		25,875			2,281			189			75		28,420
Operating expenses		(11,625	)		(1,704	)		(379	)		—		(13,708	)
Amortization		(1,572	)		(84	)		—			—		(1,656	)
Depreciation		(1,695	)		(7	)					—		(1,702	)
Preopening expenses		—			—			(315	)		—		(315	)
OPERATING INCOME		10,983			486			(505	)		75		11,039
OTHER INCOME (EXPENSE)
Interest income		276			—			56			—		332
Interest expense		(1,505	)		—			—			—		(1,505	)
Total other expense		(1,229	)		—			56			—		(1,173	)
INCOME BEFORE PROVISION FOR FOREIGN INCOME TAXES AND MINORITY OWNERSHIP LOSS		9,754			486			(449	)		75		9,866
PROVISION FOR FOREIGN INCOME TAXES		—			—			(112	)		—		(112	)
INCOME BEFORE MINORITY OWNERSHIP LOSS		9,754			486			(561	)		75		9,754
MINORITY OWNERSHIP LOSS		291			—			—			—		291
NET INCOME	$	10,045		$	486		$	(561	)	$	75	$	10,045

* Eliminations include intercompany investments and management fees.

F-46

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF CASH FLOW INFORMATION

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non- Guarantors			Elimination Entries *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	14,104		$	1,425		$	(1,543	)	$	118		$	14,104
Adjustments to reconcile income (loss) to cash provided by (used in) operating activities:
Amortization		1,354			84			—			—			1,438
Depreciation		1,962			7			—			—			1,969
Loss on sale or disposal of fixed assets		—			—			—			—			—
Equity income		118			—			—			(118	)		—
Minority loss in subsidiaries		—			—			—			—			—
Changes in operating assets and liabilities:
Changes in restricted cash		(1,000	)		—			—			—			(1,000	)
Changes in settlement receivables		4,806			—			91			—			4,897
Changes in receivables—other		3,349			(1,424	)		3,415			(5,769	)		(429	)
Changes in prepaid and other assets		77			—			(2	)		—			75
Changes in settlement liabilities		(7,495	)		—			(103	)		—			(7,598	)
Changes in accounts payable		1,976			(21	)		10			—			1,965
Changes in accrued expenses		2,244			—			(4,067	)		5,642			3,819
Net cash provided by (used in) operating activities		21,495			71			(2,199	)		(127	)		19,240
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(737	)		—			—			—			(737	)
Purchase of other intangibles		(115	)		—			—			—			(115	)
Investment in subsidiaries		—			—			—			—			—
Net cash used in investing activities		(852	)		—			—			—			(852	)
CASH FLOWS FROM FINANCING ACTIVITIES:		—			—			—			—			—
Borrowings under Credit Facility		484,087			—			—			—			484,087
Repayments under Credit Facility		—			—			—			—			—
Debt issuance costs		(2,488	)		—			—			—			(2,488	)
Minority capital contributions		—			—			—			—			—
Capital contributions		—			—			—			—			—
Distributions to partners		(500,772	)		—			(2,986	)		—			(503,758	)
Net cash (used in) provided by financing activities		(19,173	)		—			(2,986	)		—			(22,159	)
NET EFFECT OF EXCHANGE RATES ON CASH		23			—			(156	)		127			(6	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,493			71			(5,341	)		—			(3,777	)
CASH AND CASH EQUIVALENTS—Beginning of period		14,665			195			8,563			—			23,423
CASH AND CASH EQUIVALENTS—End of period	$	16,158		$	266		$	3,222		$	—		$	19,646

* Eliminations include intercompany investments and management fees.

F-47

GLOBAL CASH ACCESS, L.L.C. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

QUARTER ENDED MARCH 31, 2004

UNAUDITED CONDENSED CONSOLIDATING SCHEDULE—STATEMENT OF CASH FLOW INFORMATION

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003

(Amounts in thousands)

	Parent			Combined Guarantors			Combined Non-Guarantors			Elimination Entries *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	10,045		$	486		$	(561	)	$	75		$	10,045
Adjustments to reconcile income (loss) to cash provided by (used in) operating activities:
Amortization		1,572			84			—			—			1,656
Depreciation		1,695			7			—			—			1,702
Loss on sale or disposal of fixed assets		—			—			—			—			—
Equity income		75			—			—			(75	)		—
Minority loss in subsidiaries		(291	)		—			—			—			(291	)
Changes in operating assets and liabilities:
Changes in restricted cash		—			—			—			—			—
Changes in settlement receivables		6,447			—			(88	)		—			6,359
Changes in receivables—other		(2,919	)		(213	)		3,841			(5,093	)		(4,384	)
Changes in prepaid and other assets		8			—			—			—			8
Changes in settlement liabilities		(30,880	)		—			(84	)		—			(30,964	)
Changes in accounts payable		5,055			(224	)		(51	)		—			4,780
Changes in accrued expenses		(2,922	)		—			(3,693	)		5,336			(1,279	)
Net cash provided by (used in) operating activities		(12,115	)		140			(636	)		243			(12,368	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(3,188	)		—			—			—			(3,188	)
Purchase of other intangibles		(357	)		—			—			—			(357	)
Investment in subsidiaries		(600	)		—			—			600			—
Net cash used in investing activities		(4,145	)		—			—			600			(3,545	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Credit Facility		—			—			—			—			—
Repayments under Credit Facility		—			—			—			—			—
Debt issuance costs		—			—			—			—			—
Minority capital contributions		400			—			—			—			400
Capital contributions		—			—			1,000			(1,000	)		—
Distributions to partners		(10,153	)		—			—			—			(10,153	)
Net cash (used in) provided by financing activities		(9,753	)		—			1,000			(1,000	)		(9,753	)
NET EFFECT OF EXCHANGE RATES ON CASH		(199	)		—			822			157			780
NET CHANGE IN CASH AND CASH EQUIVALENTS		(26,212	)		140			1,186			—			(24,886	)
CASH AND CASH EQUIVALENTS—Beginning of period		45,366			123			12,096			—			57,584
CASH AND CASH EQUIVALENTS—End of period	$	19,154		$	263		$	13,282		$	—		$	32,698

* Eliminations include intercompany investments and management fees.

F-48

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the exchange offer covered by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the company. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the company since the dates as of which information is given in this prospectus. This prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Until                     , 2004 (180 days after the expiration date of this exchange offer) all dealers that effect transactions in the exchange notes, whether or not participating in this exchange offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

All tendered old notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

The exchange agent for the exchange offer is:

THE BANK OF NEW YORK

Corporate Trust Operations

Reorganization Unit

101 Barclay Street—7 East

New York, NY 10286

Attention: Ms. Carolle Montreuil

By Facsimile Transmission:

(212) 298-1915

To confirm by telephone

or for information:

(212) 815-5920

(Originals of all documents submitted by facsimile should be sent promptly by hand, overnight courier, or registered or certified mail).

$235,000,000

Offer to Exchange

8 ³/4% Senior Subordinated Notes Due 2012,

Which Have Been Registered Under the Securities Act of 1933,

or any and all Outstanding 8 ³/4% Senior Subordinated Notes Due 2012

PROSPECTUS

Dated                     , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Global Cash Access, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation, or a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The bylaws of Global Cash Access, Inc. provide for the indemnification of its directors and officers to the fullest extent permitted under Delaware law. The bylaws of Global Cash Access, Inc. also permit us to purchase and maintain insurance on behalf of any person against any liability that may be asserted against, or expenses that may be incurred by, any such person in connection with our activities, regardless of whether we would have the power to indemnify such persons against such liability under the provisions of our bylaws. We have purchased liability insurance for the benefit of the members of our officers and directors.

The officers and directors of Global Cash Access are insured against certain liabilities pursuant to an insurance policy obtained by GCA Holdings, Inc.

Global Cash Access Finance Corporation is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation, or a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

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The bylaws of Global Cash Access Finance Corporation provide for the indemnification of its directors and officers to the fullest extent permitted under Delaware law.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Number	Description
1.1	Purchase Agreement, dated as of March 4, 2004, by and among Global Cash Access, L.L.C., Global Cash Access Finance Corporation, the Guarantors named therein and Banc of America Securities LLC
2.1	Restructuring Agreement, dated as of December 10, 2003, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya and Robert Cucinotta
2.2	First Amendment to Restructuring Agreement, dated as of January 20, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya and Robert Cucinotta
2.3	Second Amendment to Restructuring Agreement, dated as of February 20, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta and GCA Holdings, L.L.C.
2.4	Third Amendment to Restructuring Agreement, dated as of March 3, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta and GCA Holdings, L.L.C.
2.5	Securities Purchase and Exchange Agreement, dated as of April 19, 2004, by and among GCA Holdings, L.L.C., the Purchasers named therein, M&C International, Bank of America Corporation, Karim Maskatiya and Robert Cucinotta
2.6	Amendment, Assignment and Assumption Agreement, dated as of May 13, 2004
3.1	Certificate of Incorporation of Global Cash Access, Inc.
3.2	Bylaws of Global Cash Access, Inc.
3.3	Certificate of Incorporation of Global Cash Access Finance Corporation.
3.4	Bylaws of Global Cash Access Finance Corporation
3.5	Certificate of Incorporation of GCA Holdings, Inc.
3.6	Bylaws of GCA Holdings, Inc.
4.1	Registration Rights Agreement, dated as of March 10, 2004, by and among Global Cash Access, L.L.C., Global Cash Access Finance Corporation, CCI Acquisition, LLC, Central Credit, LLC and Banc of America Securities LLC.
4.2	Indenture relating to $235,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2012
4.3	Form of 8 3/4% Senior Subordinated Notes due 2012 (included in Exhibit 4.2).
4.4	Assumption Agreement, dated as of June 7, 2004, by Global Cash Access, Inc. and the Subsidiary Guarantors named therein
5.1	Opinion of Morrison & Foerster LLP
10.1	Lease Agreement, dated as of March 8, 2000, by and between Global Cash Access, L.L.C. and American Pacific Capital Gateway Bldg D Co., L.L.C.

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Exhibit Number	Description
10.2	Credit Agreement dated as of March 10, 2004 among GCA Holdings, L.L.C., Global Cash Access, L.L.C., the lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent, L/C Issuer and Swingline Lender and Banc of America Securities LLC, as sole lead arranger and sole book manager
10.3	Amendment No. 1 to Credit Agreement, dated as of April 27, 2004, among GCA Holdings, L.L.C., Global Cash Access, L.L.C., the lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent, L/C Issuer and Swingline Lender
10.4	Guaranty, dated as of March 10, 2004, among GCA Holdings, L.L.C., the guarantors from time to time party hereto and Bank of America, N.A., as Administrative Agent.
10.5	Security Agreement, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of America, N.A., as Collateral Agent.
10.6	Pledge Agreement, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of America, N.A., as Collateral Agent.
10.7	Membership Unit Redemption Agreement, dated as of March 10, 2004, between FDFS Holdings, LLC and GCA Holdings, L.L.C.
10.8	Sponsorship Agreement, dated as of November 1999, by and between BA Merchant Services, Inc. and Global Cash Access, L.L.C., as amended by Amendment Number 1 to the Sponsorship Agreement, dated as of September 2000, among BA Merchant Services, Global Cash Access, L.L.C. and First Data Corporation.
10.9	Sponsorship Indemnification Agreement, dated as of March 10, 2004, by and between Global Cash Access, L.L.C. and First Data Corporation.
10.10	Amended and Restated Software License Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C.
10.11	Professional Services Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C.
10.12	Patent License Agreement, dated as of March 10, 2004, between USA Payments and Global Cash Access, L.L.C.
10.13	Amended and Restated Electronic Payment Processing Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C., USA Payments Inc. and USA Payment Systems, Inc.
10.14	Letter Agreement Relating to Technology, dated May 13, 2004, among Global Cash Access, L.L.C., USA Payments, USA Payment Systems and Infonox on the web.
10.15	Automated Teller Machine Sponsorship Agreement by and between Global Cash Access, L.L.C. and Western Union Bank, dated as of November 12, 2002, and First Amendment to Automated Teller Machine Sponsorship Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C. and First Financial Bank.
10.16	Membership Unit Purchase Agreement, dated as of March 10, 2004, by and among Bank of America Corporation, M&C International and GCA Holdings, L.L.C.
10.17	Amendment to Treasury Services Terms and Conditions Booklet—ATM Cash Services, dated as of March 8, 2004, by and between Global Cash Access, L.L.C. and Bank of America, N.A.
10.18	Limited Liability Company Agreement of QuikPlay, LLC, dated as of December 6, 2000, between Global Cash Access, L.L.C. and IGT.
10.19	Registration Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation

II-3

Exhibit Number	Description
10.20	Stockholders Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation
10.21	Investor Rights Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein and M&C International
10.22	Noncompete Agreement, dated as of May 14, 2004, by and between GCA Holdings, Inc. and Kirk Sanford
12.1	Statements re Computation of Ratios.
21.1	Subsidiaries of the Registrants
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included in Part II to this Registration Statement).
25.1	Statement of Eligibility of The Bank of New York, as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(b) Financial Statement Schedules

None.

Item 22. Undertakings

(a)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20 above, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)  The undersigned registrants hereby undertake that:

(1)  For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)  For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

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(d)  The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

(e)  The undersigned registrants hereby undertake:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act, Global Cash Access, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on July 7, 2004.

GLOBAL CASH ACCESS, INC.
By:	/s/    KIRK SANFORD
	Kirk Sanford President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Kirk Sanford, as attorney-in-fact and agent for the undersigned, with full power of substitution for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this Registration Statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable, hereby ratifying and confirming all that each of said attorneys-in-fact, his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    KIRK SANFORD         Kirk Sanford	President and Chief Executive Officer (Principal Executive Officer)	July 7, 2004
/s/    KARIM MASKATIYA         Karim Maskatiya	Director	July 7, 2004
/s/    ROBERT CUCINOTTA         Robert Cucinotta	Director	July 7, 2004
/s/    WALTER KORTSCHAK         Walter Kortschak	Director	July 7, 2004
/s/    CHARLES J. FITZGERALD         Charles J. Fitzgerald	Director	July 7, 2004
/s/    MARK LABAY         Mark Labay	Controller (Principal Financial and Accounting Officer)	July 7, 2004

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, Global Cash Access Finance Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on July 7, 2004.

GLOBAL CASH ACCESS FINANCE CORPORATION
By:	/s/    KIRK SANFORD
	Kirk Sanford President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Kirk Sanford, as attorney-in-fact and agent for the undersigned, with full power of substitution for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this Registration Statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable, hereby ratifying and confirming all that each of said attorneys-in-fact, his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    KIRK SANFORD         Kirk Sanford	President, Chief Executive Officer and Director (Principal Executive Officer)	July 7, 2004
/s/    MARK LABAY         Mark Labay	Controller of Global Cash Access, Inc. (Principal Financial and Accounting Officer)	July 7, 2004

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the undersigned registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on July 7, 2004.

CCI ACQUISITION, LLC
By:	/s/    KIRK SANFORD
	Kirk Sanford President and Chief Executive Officer
CENTRAL CREDIT, LLC
By:	/s/    KIRK SANFORD
	Kirk Sanford President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Kirk Sanford, as attorney-in-fact and agent for the undersigned, with full power of substitution for and in the name, place, and stead of the undersigned, to sign and file with the Commission under the Securities Act any and all amendments and exhibits to this Registration Statement and any and all applications, instruments, and other documents to be filed with the Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable, hereby ratifying and confirming all that each of said attorneys-in-fact, his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    KIRK SANFORD         Kirk Sanford	President and Chief Executive Officer of CCI Acquisition, LLC (Principal Executive Officer of CCI Acquisition, LLC);	July 7, 2004
	President and Chief Executive Officer of Global Cash Access, Inc. (sole member of CCI Acquisition, LLC);
	President and Chief Executive Officer of Central Credit, LLC (Principal Executive Officer of Central Credit, LLC);
	President and Chief Executive Officer of CCI Acquisition, LLC (sole member of Central Credit, LLC)
/s/    MARK LABAY         Mark Labay	Controller of Global Cash Access, Inc. (Principal Financial and Accounting Officer of CCI Acquisition, LLC and Central Credit, LLC)	July 7, 2004

II-8

EXHIBIT INDEX

Exhibit Number	Description
1.1	Purchase Agreement, dated as of March 4, 2004, by and among Global Cash Access, L.L.C., Global Cash Access Finance Corporation, the Guarantors named therein and Banc of America Securities LLC
2.1	Restructuring Agreement, dated as of December 10, 2003, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya and Robert Cucinotta
2.2	First Amendment to Restructuring Agreement, dated as of January 20, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya and Robert Cucinotta
2.3	Second Amendment to Restructuring Agreement, dated as of February 20, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta and GCA Holdings, L.L.C.
2.4	Third Amendment to Restructuring Agreement, dated as of March 3, 2004, by and among Global Cash Access, L.L.C., FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta and GCA Holdings, L.L.C.
2.5	Securities Purchase and Exchange Agreement, dated as of April 19, 2004, by and among GCA Holdings, L.L.C., the Purchasers named therein, M&C International, Bank of America Corporation, Karim Maskatiya and Robert Cucinotta
2.6	Amendment, Assignment and Assumption Agreement, dated as of May 13, 2004
3.1	Certificate of Incorporation of Global Cash Access, Inc.
3.2	Bylaws of Global Cash Access, Inc.
3.3	Certificate of Incorporation of Global Cash Access Finance Corporation.
3.4	Bylaws of Global Cash Access Finance Corporation
3.5	Certificate of Incorporation of GCA Holdings, Inc.
3.6	Bylaws of GCA Holdings, Inc.
4.1	Registration Rights Agreement, dated as of March 10, 2004, by and among Global Cash Access, L.L.C., Global Cash Access Finance Corporation, CCI Acquisition, LLC, Central Credit, LLC and Banc of America Securities LLC.
4.2	Indenture relating to $235,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2012
4.3	Form of 8 3/4% Senior Subordinated Notes due 2012 (included in Exhibit 4.2).
4.4	Assumption Agreement, dated as of June 7, 2004, by Global Cash Access, Inc. and the Subsidiary Guarantors named therein
5.1	Opinion of Morrison & Foerster LLP
10.1	Lease Agreement, dated as of March 8, 2000, by and between Global Cash Access, L.L.C. and American Pacific Capital Gateway Bldg D Co., L.L.C.
10.2	Credit Agreement dated as of March 10, 2004 among GCA Holdings, L.L.C., Global Cash Access, L.L.C., the lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent, L/C Issuer and Swingline Lender and Banc of America Securities LLC, as sole lead arranger and sole book manager
10.3	Amendment No. 1 to Credit Agreement, dated as of April 27, 2004, among GCA Holdings, L.L.C., Global Cash Access, L.L.C., the lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent, L/C Issuer and Swingline Lender

Exhibit Number	Description
10.4	Guaranty, dated as of March 10, 2004, among GCA Holdings, L.L.C., the guarantors from time to time party hereto and Bank of America, N.A., as Administrative Agent.
10.5	Security Agreement, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of America, N.A., as Collateral Agent.
10.6	Pledge Agreement, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of America, N.A., as Collateral Agent.
10.7	Membership Unit Redemption Agreement, dated as of March 10, 2004, between FDFS Holdings, LLC and GCA Holdings, L.L.C.
10.8	Sponsorship Agreement, dated as of November 1999, by and between BA Merchant Services, Inc. and Global Cash Access, L.L.C., as amended by Amendment Number 1 to the Sponsorship Agreement, dated as of September 2000, among BA Merchant Services, Global Cash Access, L.L.C. and First Data Corporation.
10.9	Sponsorship Indemnification Agreement, dated as of March 10, 2004, by and between Global Cash Access, L.L.C. and First Data Corporation.
10.10	Amended and Restated Software License Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C.
10.11	Professional Services Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C.
10.12	Patent License Agreement, dated as of March 10, 2004, between USA Payments and Global Cash Access, L.L.C.
10.13	Amended and Restated Electronic Payment Processing Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C., USA Payments Inc. and USA Payment Systems, Inc.
10.14	Letter Agreement Relating to Technology, dated May 13, 2004, among Global Cash Access, L.L.C., USA Payments, USA Payment Systems and Infonox on the web.
10.15	Automated Teller Machine Sponsorship Agreement by and between Global Cash Access, L.L.C. and Western Union Bank, dated as of November 12, 2002, and First Amendment to Automated Teller Machine Sponsorship Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C. and First Financial Bank.
10.16	Membership Unit Purchase Agreement, dated as of March 10, 2004, by and among Bank of America Corporation, M&C International and GCA Holdings, L.L.C.
10.17	Amendment to Treasury Services Terms and Conditions Booklet—ATM Cash Services, dated as of March 8, 2004, by and between Global Cash Access, L.L.C. and Bank of America, N.A.
10.18	Limited Liability Company Agreement of QuikPlay, LLC, dated as of December 6, 2000, between Global Cash Access, L.L.C. and IGT.
10.19	Registration Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation
10.20	Stockholders Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation
10.21	Investor Rights Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein and M&C International
10.22	Noncompete Agreement, dated as of May 14, 2004, by and between GCA Holdings, Inc. and Kirk Sanford
12.1	Statements re Computation of Ratios.
21.1	Subsidiaries of the Registrants
23.1	Consent of Deloitte & Touche LLP.

Exhibit Number	Description
23.2	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included in Part II to this Registration Statement).
25.1	Statement of Eligibility of The Bank of New York, as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

EX-1.1

Exhibit 1.1

Global Cash Access, L.L.C.,

Global Cash Access Finance Corporation

and

The Guarantors named herein

$235,000,000

8 3/4% Senior Subordinated Notes due 2012

Purchase Agreement

dated March 4, 2004

Banc of America Securities LLC

Purchase Agreement

March 4, 2004

BANC OF AMERICA SECURITIES LLC

9 West 57^th Street

New York, New York 10019

Ladies and Gentlemen:

Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), and Global Cash Access Finance Corporation, a Delaware corporation, as co-obligor (“Finance Corp.”) propose to issue and sell to Banc of America Securities LLC (the “Initial Purchaser”) $235,000,000 aggregate principal amount of the Company’s 8 3/4% Senior Subordinated Notes due 2012 (the “Notes”). Banc of America Securities LLC has agreed to act as the sole Initial Purchaser in connection with the offering and sale of the Notes.

The Notes will be issued pursuant to an indenture, to be dated as of March 10, 2004 (the “Indenture”), among the Company, Finance Corp., the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”), pursuant to a DTC letter of representations, to be dated as of the Closing Date (as defined in Section 2) (the “DTC Agreement”), among the Company, Finance Corp. and the Depositary.

The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) all of the existing wholly owned domestic subsidiaries of the Company and (ii) any wholly owned subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

The Company, M&C International, a Nevada corporation, FDFS Holdings LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta and GCA Holdings, L.L.C. (“GCA Holdings”) entered into a Restructuring Agreement dated December 10, 2003, as amended January 20, 2004 and February 20, 2004 (the “Restructuring Agreement”) in order to recapitalize and restructure the Company’s membership. The term “Recapitalization” as used herein refers to the transactions described in and contemplated by the Restructuring Agreement together with all of the transactions described in the Preliminary Offering Memorandum under the caption “Recapitalization.” In connection with the Recapitalization, a subsidiary of Bank of America Corporation is expected to acquire a 4.99% membership interest in GCA Holdings (the “BofA Equity Purchase”).

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At or prior to the Closing Date, the Company will enter into a senior secured credit facility, consisting of up to $280.0 million in senior secured credit facilities, comprised of (i) a term loan facility of up to $260.0 million and (ii) a revolving credit facility of up to $20.0 million, with a syndicate of lenders led by Bank of America, N.A., substantially as described in the Offering Memorandum (the “Credit Facility”). It is a condition to the closing of the Credit Facility that the Company shall have received at least $235 million in gross cash proceeds from the issuance and sale of the Securities. The Company will use the net proceeds from the issuance and sale of the Securities, along with borrowings under the Credit Facility, to consummate the Recapitalization. The Restructuring Agreement, the Credit Facility and the agreements in connection with the redemption of certain interests in GCA Holdings held by M&C International and the BofA Equity Purchase and all other documents or instruments executed in connection with or pursuant to the Recapitalization or any of the foregoing are collectively referred to as the “Recapitalization Documents.” The issuance and sale of the Securities (as defined below), the Recapitalization, the BofA Equity Purchase, the redemption of certain interests in GCA Holdings held by M&C International and the Credit Facility and all related transactions are hereinafter referred to as the “Recapitalization Transactions.”

The Company, Finance Corp., and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agree that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors who acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder).

The Company, Finance Corp. and the Guarantors have prepared and delivered to the Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 21, 2004 (the “Preliminary Offering Memorandum”), and have prepared and will deliver to the Initial Purchaser, copies of the Offering Memorandum, dated March 4, 2004, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Company’s Offering Memorandum, dated March 4, 2004, including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered by the Company, Finance Corp. and the Guarantors to the Initial Purchaser in connection with their solicitation of offers to purchase Securities.

The Company, Finance Corp., GCA Holdings and the Guarantors hereby confirm their respective agreements with the Initial Purchaser as follows:

SECTION 1. Representations and Warranties. Each of the Company, Finance Corp., GCA Holdings and the Guarantors, jointly and severally, hereby represents, warrants and covenants to the Initial Purchaser as follows:

(a) No Registration Required. Subject to compliance by the Initial Purchaser with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the issuance and sale of the Securities to the Initial Purchaser and the offer, sale and delivery of the Securities to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

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(b) No Integration of Offerings or General Solicitation. None of the Company, Finance Corp., GCA Holdings or any of their respective subsidiaries or Affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”)) have, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, Finance Corp., GCA Holdings, the Guarantors, any of their subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchaser, as to whom the Company, Finance Corp., GCA Holdings and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, Finance Corp., GCA Holdings, the Guarantors, any of their subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchaser, as to whom the Company, Finance Corp., GCA Holdings and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, Finance Corp., GCA Holdings, the Guarantors, any of their subsidiaries or Affiliates or any person acting on its or their behalf (other than the Initial Purchaser, as to whom the Company, Finance Corp., GCA Holdings and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

(c) Eligibility for Resale Under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.

(d) The Offering Memorandum and the Preliminary Offering Memorandum. Each of the Offering Memorandum and Preliminary Offering Memorandum does not, and at the Closing Date the Offering Memorandum will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company, Finance Corp., GCA Holdings or any Guarantor in writing by the Initial Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information

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specified in, and meeting the requirements of, Rule 144A. Neither the Company, Finance Corp., GCA Holdings nor any of the Guarantors have distributed, and the Company, Finance Corp., GCA Holdings and the Guarantors will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchaser’s distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a Preliminary Offering Memorandum or the Offering Memorandum.

(e) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, Finance Corp. and each of the Guarantors (and, as of the Closing Date, GCA Holdings), enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity).

(f) The Registration Rights Agreement and DTC Agreement. The Registration Rights Agreement, to be dated as of March 10, 2004 (the “Registration Rights Agreement”), among the Company, Finance Corp., the Guarantors and the Initial Purchaser has been duly authorized by the Company, Finance Corp. and each of the Guarantors and, at the Closing Date, will be duly executed and delivered by, and will be a valid and binding agreement of, the Company, Finance Corp. and each of the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. At the Closing Date, the DTC Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and Finance Corp., enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity).

(g) Authorization of the Securities and the Exchange Securities. (i) The Notes to be purchased by the Initial Purchaser from the Company and Finance Corp. are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and Finance Corp. and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company and Finance Corp. enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. (ii) The series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) have been duly and validly authorized for issuance by the Company and Finance Corp. and, when issued and authenticated in accordance with the terms of the Indenture, the Registration

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Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company and Finance Corp., enforceable against the Company and Finance Corp. in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. (iii) The Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture.

(h) Authorization of the Indenture. The Indenture has been duly authorized by the Company, Finance Corp. and each of the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company, Finance Corp. and each of the Guarantors and will constitute a valid and binding agreement of the Company, Finance Corp. and each of the Guarantors, enforceable against the Company, Finance Corp. and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity).

(i) Authorization of the Recapitalization Transactions. Each of the Company, Finance Corp., GCA Holdings and their respective Subsidiaries have all necessary corporate power and authority to enter into, to perform the obligations to be performed by them under, and to consummate the transactions contemplated by the Recapitalization Transactions and the Recapitalization Documents to which it is a party. The Recapitalization Documents have been duly authorized, executed and delivered by the Company, Finance Corp., GCA Holdings and their respective subsidiaries (to the extent they are party thereto) and constitute the legal, valid and binding obligations of the Company, Finance Corp., GCA Holdings and their respective subsidiaries (to the extent they are party thereto), enforceable against the parties thereto in accordance with their terms. All actions and proceedings required by law to be taken by the Company and their respective Subsidiaries prior to the Closing Date in connection with the Recapitalization Transactions have been or prior to the Closing Date will have been duly and validly taken. All actions and proceedings required by law to be taken by the Company and its Subsidiaries prior to the consummation of the Recapitalization Transactions will have been duly and validly taken. In addition, none of the Recapitalization Transactions requires the filing of a registration statement, Schedule TO or other document with the Commission (except as required by the Registration Rights Agreement).

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(j) Description of the Securities, the Indenture, the Registration Rights Agreement and the Credit Facility. The Notes, the Guarantees of the Notes, the Indenture, the Registration Rights Agreement and the Credit Facility conform, or will conform, in all material respects to the respective statements relating thereto contained in the Offering Memorandum. Each of the Recapitalization Documents conforms or upon consummation of the Recapitalization will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and all provisions in any of the Recapitalization Documents material to the holders of the Notes have been described in the Offering Memorandum. The Exchange Notes and the Guarantees of the Exchange Notes will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and the registration statement relating to the Exchange Securities at the time such registration statement becomes effective.

(k) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum, (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company, Finance Corp., GCA Holdings and their subsidiaries, considered as one entity (any such change or development is called a “Material Adverse Change”); (ii) the Company, Finance Corp., GCA Holdings and their subsidiaries, considered as one entity, have neither incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company, GCA Holdings or, except for dividends paid to the Company or other subsidiaries, any of their subsidiaries on any class of capital stock or repurchase or redemption by the Company, GCA Holdings or any of its subsidiaries of any class of capital stock.

(l) Independent Accountants. Deloitte & Touche LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum, are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Securities and Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(m) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto or otherwise described in the Offering Memorandum. The financial statements included in the Offering Memorandum comply as to form with the requirements applicable to registration statements on Form S-1 under the Securities Act. The historical financial data set forth in the Offering Memorandum under the captions “Summary Consolidated Financial Data” and “Selected Consolidated Financial Data” fairly present the

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information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The Offering Memorandum contains all historical and pro forma financial statements that would be required if the Offering Memorandum was a registration statement on Form S-1. The pro forma financial statements included in the Offering Memorandum present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rule and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and, in the Company’s opinion, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company’s anticipated cost savings identified in the Offering Memorandum have been calculated using data derived from the Company’s accounting systems based on reasonable good faith assumptions.

(n) Good Standing of the Company. The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has corporate power or such other similar power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, each of the Recapitalization Documents and the Credit Facility; and the Company is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not result in a Material Adverse Change.

(o) Good Standing of Finance Corp. Finance Corp. has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power or such other similar power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility and the Recapitalization Documents to which it is a party; and Finance Corp. is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not result in a Material Adverse Change.

(p) Good Standing of Subsidiaries. Each company that is, or will be at the Closing Date, a subsidiary of the Company is listed on Exhibit A (each a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary has been duly organized and is validly existing as a corporation or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate power or such other similar power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities, the Credit Facility and each of the Recapitalization Documents (to the extent it is a party thereto) and to enter into and consummate all the transactions in connection therewith as contemplated in the Offering Memorandum.

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Each Subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Each of the direct and indirect subsidiaries of the Company is a Guarantor other than CashCall Systems, Inc. and QuikPlay, LLC. (and Finance Corp., which is a Co-Obligor).

(q) Good Standing of GCA Holdings. GCA Holdings has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation and as of the Closing Date will have corporate power or such other similar power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement, the Credit Facility and each of the Recapitalization Documents (to the extent it is a party thereto) and to enter into and consummate all the transactions in connection therewith as contemplated in the Offering Memorandum. GCA Holdings is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(r) Capitalization and Other Membership Interest Matters. At December 31, 2003, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the application of the net proceeds therefrom and the closing of the Credit Facility, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization.” All of the outstanding membership interests in the Company and GCA Holdings and all of the outstanding shares of capital stock of Finance Corp. have been and will at the Closing Date be duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding membership interests of the Company or capital stock of Finance Corp. were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company or Finance Corp., as the case may be. As of the Closing Date, none of the outstanding membership interests of the GCA Holdings will have been issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the GCA Holdings. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any membership interests in the Company, GCA Holdings or any of its Subsidiaries or capital stock of Finance Corp. other than those accurately described in the Offering Memorandum. All of the issued and outstanding capital stock or membership interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim except that International Game Technologies owns a 40% interest in QuikPlay, LLC and other than as contemplated in connection with the Credit Facility. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit A hereto. As of the Closing Date, GCA Holdings will own 100% of the membership interests of the Company, free and clear of any security interest, mortgage,

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pledge, lien, encumbrance or claim, other than as contemplated in connection with the Credit Facility.

(s) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries is in violation of its charter or by-laws or limited liability company agreement, as the case may be, is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease, license or other instrument to which the Company, Finance Corp., GCA Holdings or any of their subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company, GCA Holdings or any of their subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture, the Credit Facility and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each Subsidiary (to the extent it is a party thereto), the Company’s execution, delivery and performance of the DTC Agreement, the issuance and delivery of the Securities or the Exchange Securities, and consummation of the Recapitalization Transactions and the other transactions contemplated hereby and thereby and by the Offering Memorandum (i) will not result in any violation of the provisions of the charter, by-laws, or limited liability company agreement, as the case may be, or other similar constitutive document of the Company, Finance Corp., GCA Holdings or any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, Finance Corp., GCA Holdings or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court order, judgment or decree applicable to the Company, Finance Corp., GCA Holdings or any Subsidiary (including without limitation, any gaming law of any jurisdiction or jurisdiction to which the Company, Finance Corp., any of their subsidiaries or any of the Guarantors is, or may at any time, be subject). No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s, Finance Corp.’s, GCA Holdings’ or any Guarantor’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Credit Facility and the Recapitalization Documents, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Company, Finance Corp. or the Guarantors and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s, Finance Corp.’s and the Guarantors’ obligations under the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all

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or a portion of such indebtedness by the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

(t) No Other Approvals or Licenses Required. No consent, approval, permit, license, qualification, finding of suitability, registration or filing with any governmental or regulatory authority or agency, including, without limitation, any gaming regulatory authority or agency, is required on a mandatory basis by the Initial Purchaser to consummate the sale of the Securities or is required on a mandatory basis to be obtained by any Subsequent Purchaser except as described in the Offering Memorandum.

(u) No Material Actions or Proceedings. Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits, investigations or proceedings pending or, to the best of the Company’s, Finance Corp.’s, GCA Holdings’ or any of their subsidiaries’ knowledge, threatened against or affecting the Company, Finance Corp., GCA Holdings or any of their subsidiaries, or the officers, directors, employees or agents (as defined in 42 C.F.R. Part 420 Subpart C and 42 C.F.R. Section 1001.1001(a)(2)) of the Company, Finance Corp., GCA Holdings or any of their subsidiaries, which has as the subject thereof any property owned or leased by the Company, Finance Corp., GCA Holdings or any of their subsidiaries, where in any such case there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, Finance Corp., GCA Holdings or such subsidiary and any such action, suit, investigation or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as otherwise disclosed in the Offering Memorandum, no material labor dispute with the employees of the Company or any of its Subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of Company’s knowledge, is threatened or imminent.

(v) Intellectual Property Rights. The Company, Finance Corp., GCA Holdings and their subsidiaries own, possess or license sufficient trademarks, trade names, trade secrets, know-how, including customer lists, plans, processes, supplier lists, business plans, business methods, prototypes, patent rights, inventions, discoveries, internet domain names, copyrights, software, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses in all material respects as now conducted; and, except as otherwise set forth in the Offering Memorandum, neither the Company, Finance Corp., GCA Holdings nor their subsidiaries expect an expiration or loss of such Intellectual Property Rights, except as would not reasonably be expected to result in a Material Adverse Change. Neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries knows of any, or has received any notice of, infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, ruling or filing, would result in a Material Adverse Change. Neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries has any knowledge that a third party is infringing upon any Intellectual Property Right reasonably necessary to conduct their businesses as now conducted. Neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries is in default or has received notice of breach under the terms of any license or similar agreement related to any Intellectual Property Rights, and the Company, Finance Corp., GCA Holdings and their subsidiaries have taken all action reasonably necessary to maintain and preserve in full force and effect each item of

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Intellectual Property Rights, necessary to conduct their businesses as now conducted or contemplated to be conducted except as would not result in a Material Adverse Change.

(w) All Necessary Permits, etc. The Company, Finance Corp., GCA Holdings and each of their subsidiaries possess such valid and current certificates, authorizations, qualifications, licenses, permits, consents or approvals issued by the appropriate municipal, state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses in all material respects, and except as otherwise set forth in the Offering Memorandum neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

(x) Title to Properties. The Company, Finance Corp., GCA Holdings and each of their subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(m) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, Finance Corp., GCA Holdings or such subsidiary or except as permitted under the Credit Facility. The real property, improvements, equipment and personal property held under lease by the Company, Finance Corp., GCA Holdings or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company, Finance Corp., GCA Holdings or such subsidiary.

(y) Tax Law Compliance. The Company, Finance Corp., GCA Holdings and their subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company, Finance Corp., GCA Holdings and each Guarantor have made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company, Finance Corp., GCA Holdings or any of their subsidiaries has not been finally determined.

(z) Company Not an “Investment Company.” The Company, Finance Corp., GCA Holdings and each of their subsidiaries have been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Each of the Company, Finance Corp., GCA Holdings and each of their subsidiaries is not, and after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

(aa) Insurance. Each of the Company, Finance Corp., GCA Holdings and their subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and policy limits and covering such risks as are

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generally deemed adequate, appropriate and customary for their businesses including, but not limited to, policies covering professional liability and malpractice, real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of terrorism and vandalism and earthquakes. The Company, Finance Corp. and GCA Holdings believe they have adequate, sufficient and appropriate coverage under their policies to cover all of their known litigation and the Company believes that its litigation reserve is appropriate under generally accepted accounting principles. Neither the Company, Finance Corp. nor GCA Holdings has reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain adequate and comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither the Company, Finance Corp., GCA Holdings nor any subsidiary has been denied any insurance coverage that it has sought or for which it has applied and there are no claims by the Company, Finance Corp., GCA Holdings or any of their subsidiaries under any current insurance policy as to which any insurance company or institution is denying, or will deny, liability or coverage or defending under a reservation of rights clause.

(bb) No Price Stabilization or Manipulation. None of the Company, Finance Corp., GCA Holdings, the Guarantors or any of their respective Affiliates has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(cc) Solvency. The Company, Finance Corp., GCA Holdings and each of the Guarantors is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to the Company, Finance Corp., GCA Holdings or any Guarantor on a particular date, that on such date (i) the fair market value of the assets of the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, is greater than the total amount of liabilities (including contingent liabilities) of the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, (ii) the present fair salable value of the assets of the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, is greater than the amount that will be required to pay the probable liabilities of the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, on its debts as they become absolute and matured, (iii) the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, (iv) the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, does not intend to, and does not believe that it will, incur debts or liabilities beyond such entity’s ability to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature in their ordinary course, and (v) the Company, Finance Corp., GCA Holdings or such Guarantor, as the case may be, does not have unreasonably small capital.

(dd) No Unlawful Contributions or Other Payments. Neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries nor, to the best of the Company’s, Finance Corp.’s, GCA Holdings’ and the Guarantors’ knowledge, any employee or agent of the Company, Finance Corp., GCA Holdings or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

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(ee) Company’s Accounting System. The Company, on a consolidated basis, and each of the Company’s Subsidiaries, maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (v) material information relating to the Company and its consolidated Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal control over financial reporting; and (vi) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and any fraud whether or not material that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, are adequately and promptly disclosed to the Company’s independent auditors and the Company’s Management Committee.

(ff) Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder to be described in the Offering Memorandum which is not so described and described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any affiliate of the Company or any of their respective family members, except as disclosed in the Offering Memorandum.

(gg) Compliance with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) the Company, Finance Corp., GCA Holdings and each of their subsidiaries have all permits, authorizations and approvals required under any Environmental Laws (as defined below) and are in compliance with their requirements, (ii) neither the Company, Finance Corp., GCA Holdings nor any of their subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the businesses of the Company, Finance Corp., GCA Holdings or their subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company, Finance Corp., GCA Holdings or any of their subsidiaries

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received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company, Finance Corp., GCA Holdings or any of their subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company, Finance Corp., GCA Holdings or any of their subsidiaries has received written notice and no written notice by any person or entity alleging potential liability for investigatory costs, clean-up costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company, Finance Corp., GCA Holdings or any of their subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s, Finance Corp.’s, GCA Holdings’ or any Guarantors’ knowledge, threatened against the Company, Finance Corp., GCA Holdings or any of their subsidiaries or any person or entity whose liability for any Environmental Claim the Company, Finance Corp., GCA Holdings or any of their subsidiaries has retained or assumed either contractually or by operation of law; and (iv) to the best of the Company’s, Finance Corp.’s, GCA Holdings’ and the Guarantors’ knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company, Finance Corp., GCA Holdings or any of their subsidiaries or against any person or entity whose liability for any Environmental Claim the Company, Finance Corp., GCA Holdings or any of their subsidiaries has retained or assumed either contractually or by operation of law.

(hh) ERISA Compliance. The Company, Finance Corp., GCA Holdings and their subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, Finance Corp., GCA Holdings, their subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, Finance Corp., GCA Holdings or a subsidiary, any member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company, Finance Corp. or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, Finance Corp., GCA Holdings, their subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, Finance Corp., GCA Holdings, their subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, Finance Corp., GCA Holdings, their subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, Finance Corp., GCA Holdings, their subsidiaries or any of their ERISA Affiliates that is intended to be qualified under

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Section 401 of the Code is so qualified, and nothing has occurred, whether by action or failure to act that would cause the loss of such qualification.

(ii) No Default in Senior Indebtedness. No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument constituting Senior Indebtedness (as defined in the Indenture).

(jj) Credit Facility. The Credit Facility has been duly and validly authorized by the Company, GCA Holdings and the guarantors thereto and, when duly executed and delivered by the Company, GCA Holdings and the guarantors thereto, will be the valid and legally binding obligation of the Company, GCA Holdings and the guarantors thereto, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(kk) Compliance with Regulation S. The Company, Finance Corp., GCA Holdings, the Guarantors and their respective subsidiaries and Affiliates and all persons acting on their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902. The Securities sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

(ll) Taxes; Fees. There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid by the Company in connection with the execution and delivery of this Agreement or the issuance or sale by the Company, Finance Corp., GCA Holdings and the Guarantors of the Securities.

(mm) No Labor Disputes. As of the date hereof, (i) there is no unfair labor practice complaint pending against the Company, Finance Corp., GCA Holdings or any of their subsidiaries or, to the best knowledge of the Company, GCA Holdings and Finance Corp., threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company, Finance Corp., GCA Holdings or any of their subsidiaries or, to the best knowledge of the Company, Finance Corp. and GCA Holdings, threatened against any of them, (ii) there is no material strike, labor dispute, slowdown or stoppage pending against the Company, Finance Corp., GCA Holdings or any of their subsidiaries or, to the knowledge of the Company, Finance Corp. and GCA Holdings, threatened against the Company, Finance Corp. or GCA Holdings and (iii) the Company, Finance Corp. and GCA Holdings are not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal customers, suppliers, manufacturers or contractors, in each case that is likely to result in a Material Adverse Change.

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(nn) Flow-through Entity. Each of the Company, GCA Holdings, CCI Acquisition, LLC, Central Credit, LLC and QuikPlay, LLC is a Flow-Through Entity as defined in the Indenture (including for California and San Francisco income tax purposes).

Any certificate signed by an officer of the Company, Finance Corp., GCA Holdings or any Guarantor and delivered to the Initial Purchaser or to counsel for the Initial Purchaser shall be deemed to be a representation and warranty by the Company, Finance Corp., GCA Holdings or such Guarantor to the Initial Purchaser as to the matters set forth therein.

SECTION 2. Purchase, Sale and Delivery of the Securities.

(a) The Securities. The Company, Finance Corp. and each of the Guarantors agrees to issue and sell to the Initial Purchaser all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements of the Company, Finance Corp. and the Guarantors herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchaser agrees to purchase from the Company, Finance Corp. and the Guarantors $235,000,000 aggregate principal amount of Securities, at a purchase price of 97 3/4% of the principal amount thereof payable on the Closing Date.

(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchaser and payment therefor shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004 (or such other place as may be agreed to by the Company and Banc of America Securities LLC) at 9:00 a.m. New York City time, on March 9, 2004 or such other time and date as Banc of America Securities LLC shall designate by notice to the Company and Finance Corp. after consultation with the Company (the time and date of such closing are called the “Closing Date”). The Company and Finance Corp. hereby acknowledge that circumstances under which the Initial Purchaser may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, Finance Corp. or the Initial Purchaser to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 3(b).

(c) Delivery of the Securities. The Company and Finance Corp. shall deliver, or cause to be delivered, to Banc of America Securities LLC certificates for the Notes and the Guarantees at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as Banc of America Securities LLC may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchaser.

(d) Delivery of Offering Memorandum to the Initial Purchaser. Not later than 12:00 p.m. New York City time on the second business day following the date of this Agreement, the Company and Finance Corp. shall deliver or cause to be delivered copies

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of the Offering Memorandum in such quantities and at such places as the Initial Purchaser shall reasonably request.

(e) Initial Purchaser as Qualified Institutional Buyer. The Initial Purchaser represents and warrants to, and agrees with, the Company and Finance Corp. that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501 under the Securities Act (an “Accredited Investor”).

SECTION 3. Additional Covenants. Each of the Company, Finance Corp., GCA Holdings and the Guarantors, jointly and severally, further covenants and agrees with the Initial Purchaser, as follows:

(a) Initial Purchaser’s Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Company, Finance Corp. and the Guarantors shall furnish to the Initial Purchaser for review a copy of each such proposed amendment or supplement, and the Company, Finance Corp. and the Guarantors shall not use any such proposed amendment or supplement to which the Initial Purchaser reasonably objects.

(b) Additional Information, Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters. The Company, Finance Corp. and the Guarantors will immediately notify the Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company, Finance Corp., GCA Holdings or any Guarantor with any securities exchange or any other regulatory body in the United States or any other jurisdiction or (y) any press release issued by the Company, Finance Corp., GCA Holdings or any Guarantor. If, prior to the completion of the placement of the Securities by the Initial Purchaser with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in light of the circumstances existing at the time the Offering Memorandum is delivered to a purchaser not misleading, or if in the opinion of the Initial Purchaser or counsel for the Initial Purchaser it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company, Finance Corp. and the Guarantors agree to promptly prepare (subject to Section 3 hereof) and furnish at their own expense to the Initial Purchaser, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in light of the circumstances in which the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement, and for so long as the Securities are outstanding, if, in the reasonable judgment of the Initial Purchaser, the Initial Purchaser or any of its affiliates (as such term is defined in the Rules and Regulations under the Securities Act) are required to deliver a prospectus in connection with sales of, or market-making activities with respect to such securities, the Company, Finance Corp. and the Guarantors agree to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10 of the Securities Act, to

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amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing as of the date the prospectus is so delivered, not misleading and to provide the Initial Purchaser with copies of each amendment or supplement filed and such other documents as the Initial Purchaser may reasonably request.

The Company, Finance Corp. and the Guarantors hereby expressly acknowledge that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3.

(c) Copies of the Offering Memorandum. The Company, Finance Corp. and the Guarantors agree to furnish the Initial Purchaser, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested.

(d) Blue Sky Compliance. The Company, Finance Corp. and the Guarantors shall cooperate with the Initial Purchaser and counsel for the Initial Purchaser to qualify or register the Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchaser, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. The Company, Finance Corp. and each of the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company, Finance Corp. and the Guarantors will advise the Initial Purchaser promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company and Finance Corp. shall use their best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it substantially in the manner described under the caption “Use of Proceeds” in the Offering Memorandum.

(f) The Depositary. The Company and Finance Corp. will cooperate with the Initial Purchaser and use commercially reasonable best efforts to execute the Blanket Letter of Representations, required by DTC, and take all other necessary steps to ensure that the Securities are eligible for deposit with and clearance and settlement through DTC.

(g) Additional Issuer Information. The Company, Finance Corp. and the Guarantors agree that, for so long as Securities (but not the Exchange Securities) remain outstanding, they will furnish to holders and beneficial owners of Securities and to securities analysts and prospective purchasers of Securities, upon their request, the information (together with the documents referred to in the second sentence of this

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paragraph, the “Additional Issuer Information”) required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(h) Agreement Not to Offer or Sell Additional Securities. During the period of 180 days following the date of the Offering Memorandum, the Company, Finance Corp., GCA Holdings and each of the Guarantors and their respective subsidiaries will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company, Finance Corp., GCA Holdings and their respective subsidiaries or securities exchangeable for or convertible into debt securities of the Company, Finance Corp., GCA Holdings (or any of their subsidiaries) other than as contemplated by this Agreement and to register the Exchange Securities.

(i) Future Reports to the Initial Purchaser. For so long as any Securities or Exchange Securities remain outstanding, the Company and Finance Corp. will furnish to Banc of America Securities LLC as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company, Finance Corp. and the Guarantors containing the balance sheet of the Company, Finance Corp. and the Guarantors on a consolidated basis as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s, Finance Corp.’s and the Guarantors’ independent public or certified public accountants.

(j) No Integration. The Company, Finance Corp. and GCA Holdings agree that they will not, and will cause their Affiliates and subsidiaries not to, make any offer or sale of securities of the Company, Finance Corp., GCA Holdings or any of their subsidiaries of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and Finance Corp. to the Initial Purchaser, (ii) the resale of the Securities by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(k) Legended Securities. Each certificate for a Note will bear a legend substantially similar to the legend contained in “Notice to Investors” in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

(l) PORTAL. The Company and Finance Corp. will use their best efforts to cause such Notes to be eligible for the National Association of Securities Dealers, Inc. PORTAL market (the “PORTAL market”).

(m) Disclosure Controls. Within 180 days of the Closing Date, the Company, Finance Corp., GCA Holdings and their subsidiaries will use their best efforts to establish disclosure controls and procedures in accordance with Rule 13a-15 of the Exchange Act.

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Banc of America Securities LLC may, in its sole discretion, waive in writing the performance by the Company, Finance Corp. or the Guarantors of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. Each of the Company, Finance Corp., GCA Holdings and the Guarantors agree to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchaser, (iii) all fees and expenses of the Company’s, Finance Corp.’s, GCA Holdings’ and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement, the Recapitalization Documents, and the Notes and the Guarantees, (v) all filing fees, attorneys’ fees and expenses incurred by the Company, Finance Corp. or the Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchaser, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Initial Purchaser of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL market, and (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company, Finance Corp. and the Guarantors in connection with approval of the Securities by DTC for “book-entry” transfer, and the performance by the Company, Finance Corp., GCA Holdings and the Guarantors of their respective other obligations under this Agreement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchaser shall pay its own expenses, including fees and disbursements for its counsel.

SECTION 5. Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company, Finance Corp., GCA Holdings and each of the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company, Finance Corp. and each of the Guarantors of their respective covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Accountants’ Comfort Letter. On the date hereof, the Initial Purchaser shall have received from Deloitte & Touche LLP, independent public or certified public accountants for the Company and Finance Corp., a letter dated the date hereof addressed to the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Initial Purchaser, delivered according to Statement of Auditing Standards Nos. 72, 76 and 100 (or any successor bulletins), with respect to the audited and unaudited financial statements and certain financial information contained in the Offering Memorandum.

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(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:

(i) in the judgment of the Initial Purchaser there shall not have occurred any Material Adverse Change; and

(ii) there shall not have occurred any downgrading, nor shall any notice have been given, of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company, Finance Corp., GCA Holdings or any of their subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436 under the Securities Act.

(c) Opinion of Counsel for the Company. On the Closing Date, (1) the Initial Purchaser shall have received the favorable opinion of Morrison & Foerster, LLP, counsel for the Company, Finance Corp., GCA Holdings and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit B, and (2) Morrison & Foerster’s legal opinion issued pursuant to the Credit Facility shall also be addressed to the Initial Purchaser (or shall state that the Initial Purchaser is entitled to rely thereon).

(d) Opinion of Nevada Counsel for the Company. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of Beckley Singleton, CHTD, Nevada counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit C.

(e) Opinion of New Jersey Counsel for the Company. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of Cooper Levenson April Niedelman & Wagenheim, P.A., New Jersey counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit D.

(f) Opinion of Arizona Counsel for the Company. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of Snell & Wilmer L.L.P., Arizona counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit E.

(g) Opinion of Louisiana Counsel for the Company. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of The Becker Law Firm, Louisiana counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit F.

(h) Opinion of Michigan Counsel for the Company. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of Dickinson Wright PLLC, Michigan counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit J.

(i) Opinion of Counsel for the Initial Purchaser. On the Closing Date, the Initial Purchaser shall have received the favorable opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Initial Purchaser, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchaser.

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(j) Officers’ Certificate. On the Closing Date, the Initial Purchaser shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, Finance Corp., GCA Holdings and the Guarantors dated as of the Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that:

(i) for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii) the representations, warranties and covenants of the Company, Finance Corp. and the Guarantors, as the case may be, set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and

(iii) the Company, Finance Corp., GCA Holdings and the Guarantors have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the Closing Date.

(k) Bring-down Comfort Letter. On the Closing Date, the Initial Purchaser shall have received from Deloitte & Touche LLP, independent public or certified public accountants for the Company and Finance Corp., a letter dated such date, in form and substance satisfactory to the Initial Purchaser, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(l) PORTAL Listing. At the Closing Date, the Notes shall have been designated for trading on the PORTAL market.

(m) Registration Rights Agreement and Indenture. The Company, Finance Corp. and the Guarantors shall have entered into the Registration Rights Agreement and the Indenture, and the Initial Purchaser shall have received executed counterparts thereof.

(n) DTC Blanket Letter of Representations. Prior to the Closing Date, the Company and Finance Corp. shall execute the Blanket Letter of Representations, required by DTC, and take all other necessary steps to ensure that all Securities are eligible for deposit with DTC.

(o) Credit Facility. At the Closing Date and upon consummation of the transactions contemplated hereby, (i) the Company shall have duly authorized, executed and delivered the Credit Facility, (ii) the Credit Facility shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity), (iii) no default shall have occurred or be continuing under the Credit Facility, (iv) the lenders under the Credit Facility shall be prepared to provide the full amount of the revolver thereunder, (v) the Company and

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certain of its subsidiaries shall have entered into guarantees, security and pledge agreements in connection with the Credit Facility, and (vi) the Company and the guarantors thereto shall have received all third party and/or governmental consents necessary to the issuance and sale of the Securities and the consummation of the transactions contemplated hereby (including waivers of change of control provisions), in each case in a form and substance satisfactory to the Initial Purchaser and counsel for the Initial Purchaser. The Initial Purchaser shall have received executed counterparts thereof.

(p) Recapitalization. The Company, Finance Corp., GCA Holdings and the Guarantors shall have entered into the Recapitalization Documents, and the Recapitalization and Recapitalization Transactions shall have been consummated, all on terms and conditions and pursuant to documentation satisfactory to the Initial Purchaser. In addition, GCA Holdings and the Company shall have agreed in the Credit Facility and in their operating agreements that, within 180 days of the Closing Date, (1) the Management Committees of GCA Holdings and the Company shall include at least two independent members as the term “independent” is defined by either the listing requirements of the New York Stock Exchange (“NYSE”) or Nasdaq National Market (“Nasdaq”) and (2) the Management Committees of both GCA Holdings and the Company shall have appointed an audit committee composed of at least two independent members as the term “independent” is defined in Section 10A(m) of the Securities Exchange Act and rules thereunder.

(q) Intellectual Property. The Company shall have made arrangements regarding obtaining written exclusive licenses to use certain third party Intellectual Property Rights which are material to the Company, Finance Corp., GCA Holdings or their subsidiaries, including without limitation the Software License Agreement with Infonox on the Web, the Professional Services Agreement with Infonox on the Web, the Amended and Restated Agreement for Electronic Payment Processing and the Patent License Agreement with USA Payments, each of which arrangements shall have been satisfactory to, and approved by, the Initial Purchaser at Initial Purchaser’s sole discretion.

(r) Restructuring Agreement. At the Closing Date, there shall have been no material amendments, waivers or modifications to the Restructuring Agreement.

(s) Insurance. At the Closing Date and after the Recapitalization, each of the Company, Finance Corp., GCA Holdings and their subsidiaries will be insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and policy limits and covering such risks as are generally deemed adequate, appropriate and customary for their businesses including, but not limited to, policies covering professional liability and malpractice real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of terrorism and vandalism and earthquakes, as well as customary directors’ and officers’ insurance.

(t) Vault Cash Agreement. The Company’s vault cash custody arrangements shall be satisfactory in all respects to the Initial Purchaser. Except as otherwise agreed to by the Initial Purchaser, either (1) the Company and Wells Fargo Bank, National Association shall have entered into a written vault cash custody agreement (or an amendment of the existing agreement) satisfactory to the Initial Purchaser that shall be in

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full force and effect and that shall not be terminable upon the consummation of the Recapitalization, or (2) (a) the Company shall have entered into a written vault cash custody agreement (or other agreement governing vault cash custody services) with an affiliate of Bank of America Corporation on terms and conditions satisfactory to the Initial Purchaser and (b) the Company’s existing vault cash agreement with Wells Fargo Bank, National Association shall be extended for a sufficient period of time (but not less than four months) in order to permit the Company to transition its vault cash services to an affiliate of Bank of America Corporation.

(u) GCA Holdings. On or before the Closing Date, GCA Holdings will execute and deliver this Agreement.

(v) Additional Documents. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchaser by notice to the Company, Finance Corp., GCA Holdings and the Guarantors at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement of Initial Purchaser’s Expenses. If this Agreement is terminated by the Initial Purchaser pursuant to Section 5, or if the sale to the Initial Purchaser of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company, Finance Corp., GCA Holdings or any of the Guarantors to perform any agreement herein or to comply with any provision hereof, the Company, Finance Corp., GCA Holdings and the Guarantors agree to reimburse the Initial Purchaser, upon demand, for all out-of-pocket costs and expenses that shall have been reasonably incurred by the Initial Purchaser in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, expenses associated with the road show for the marketing of the Securities, postage, facsimile and telephone charges, subject to limitation in the circumstances specified in the Engagement Letter dated January 27, 2004, as amended on February 19, 2004, between Banc of America Securities LLC, Bank of America, N.A., and M&C International.

SECTION 7. Offer, Sale and Resale Procedures. The Initial Purchaser, on the one hand, and the Company, Finance Corp., GCA Holdings and each of the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

Offers and sales of the Securities will be made only by the Initial Purchaser or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon

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Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities.

Upon original issuance by the Company and Finance Corp., and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear the following legend:

“THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE

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REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

Following the sale of the Securities by the Initial Purchaser to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company, Finance Corp. or any Guarantor for any losses, damages or liabilities suffered or incurred by the Company, Finance Corp. or any Guarantor, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.

SECTION 8. Indemnification.

(a) Indemnification of the Initial Purchaser. The Company, Finance Corp., GCA Holdings and each Guarantor, jointly and severally, agree to indemnify and hold harmless the Initial Purchaser, its directors, officers and employees, and each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company, Finance Corp., GCA Holdings or any Guarantor contained herein; or (iii) in whole or in part upon any failure of the Company, Finance Corp., GCA Holdings or any Guarantor to perform its obligations hereunder or under law; or (iv) upon any act or failure to act or any alleged act or failure to act by the Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii) or (iii) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchaser expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity

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agreement set forth in this Section 8 shall be in addition to any liabilities that the Company may otherwise have.

(b) Indemnification of the Company, Finance Corp., GCA Holdings and The Guarantors. The Initial Purchaser agrees to indemnify and hold harmless the Company, Finance Corp., GCA Holdings, the Guarantors and each of their directors and each person, if any, who control the Company, Finance Corp., GCA Holdings and the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Finance Corp., GCA Holdings, any Guarantor or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company, Finance Corp., GCA Holdings and the Guarantors by the Initial Purchaser expressly for use therein; and to reimburse the Company, Finance Corp., GCA Holdings and the Guarantors, or any such director or controlling person for any legal and other expenses reasonably incurred by the Company, Finance Corp., GCA Holdings or the Guarantors, or any such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company, Finance Corp., GCA Holdings and the Guarantors hereby acknowledge that the only information that the Initial Purchaser has furnished to the Company and Finance Corp. expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements in the fourth sentence of the sixth paragraph, the eighth paragraph and the tenth paragraph under the caption “Plan of Distribution” in the Offering Memorandum; and the Initial Purchaser confirms that such statements are correct.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense

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thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Banc of America Securities LLC in the case of Section 8 and Section 9), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.

SECTION 9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, Finance Corp., GCA Holdings and the Guarantors, on the one hand, and the

28

Initial Purchaser, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Finance Corp., GCA Holdings and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, Finance Corp., GCA Holdings and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, Finance Corp., GCA Holdings and the Guarantors, and the total discount received by the Initial Purchaser bear to the aggregate initial offering price of the Securities. The relative fault of the Company, Finance Corp., GCA Holdings or any Guarantor, on the one hand, and the Initial Purchaser, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company, Finance Corp., GCA Holdings or any Guarantor, on the one hand, or the Initial Purchaser, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 for purposes of indemnification.

The Company, Finance Corp., GCA Holdings, the Guarantors and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, the Initial Purchaser shall not be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each director, officer and employee of the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Initial Purchaser, and each director of the Company, Finance Corp. and GCA Holdings and each of the Guarantors and each person, if any, who controls the Company, Finance Corp., GCA Holdings or any of the Guarantors within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company, Finance Corp., GCA Holdings and the Guarantors.

SECTION 10. Termination of This Agreement. Prior to the Closing Date, this Agreement may be terminated by the Initial Purchaser by notice given to the Company, Finance Corp., GCA Holdings and the Guarantors if at any time (i) trading in securities generally on

29

either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers (“NASD”); (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchaser there shall have occurred any Material Adverse Change; or (v) the Company, Finance Corp. or GCA Holdings shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchaser may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of: (i) the Company, Finance Corp. or GCA Holdings to the Initial Purchaser, except that the Company, Finance Corp. and GCA Holdings shall be obligated to reimburse the expenses of the Initial Purchaser pursuant to Sections 4 and 6 hereof; (ii) the Initial Purchaser to the Company, Finance Corp., GCA Holdings or any Guarantor; or (iii) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, Finance Corp., GCA Holdings and each of the Guarantors, their respective officers and the Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchaser, or the Company, Finance Corp., GCA Holdings or any of the Guarantors, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand-delivered or telecopied, and confirmed to the parties hereto as follows:

If to the Initial Purchaser:

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Facsimile: (212) 583-8567

Attention: Legal Department

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Facsimile: (212) 859-4000

Attention: Valerie Ford Jacob, Esq.

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If to the Company, Finance Corp., GCA Holdings or any of the Guarantors:

Global Cash Access, L.L.C.

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Facsimile: (800) 833-7110

Attention: Chief Financial Officer

with a copy to:

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

Facsimile: (650) 494-0792

Attention: Paul L. Lion, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 13. Successors. This Agreement will inure to the benefit of, and be binding upon the parties hereto and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Securities as such from the Initial Purchaser merely by reason of such purchase.

SECTION 14. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

(a) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other

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proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 16. Tax Disclosure. Notwithstanding anything to the contrary contained herein, the Initial Purchaser, the Company, Finance Corp., GCA Holdings and the Guarantors shall be permitted to disclose the tax treatment and tax structure of any transaction contemplated by this Agreement or the Offering Memorandum (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information); provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply with respect to such transaction.

SECTION 17. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be binding upon all of the parties which have executed this Agreement even if not all of the parties hereto have executed this Agreement. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party to whom the condition is meant to benefit. The Table of Contents and the section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
GLOBAL CASH ACCESS, L.L.C.,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

GLOBAL CASH ACCESS FINANCE CORPORATION,
a Delaware corporation
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CCI ACQUISITION, LLC,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CENTRAL CREDIT, LLC,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

GCA HOLDINGS, L.L.C.,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

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The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchaser as of the date first above written.

BANC OF AMERICA SECURITIES LLC
By:	/s/    JOHN MCCUSKER
Name:	John McCusker
Title	Principal

1

Exhibit A

Subsidiaries of Global Cash Access, L.L.C.

CCI Acquisition, LLC
Central Credit, LLC
CashCall Systems, Inc.	(this company will be a Subsidiary upon consummation of the Recapitalization)
QuikPlay, LLC

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Exhibit B

Opinion of Morrison & Foerster LLP to be delivered pursuant to Section 5(d) of the Purchase Agreement

March     , 2004

Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

Attn: Legal Department

Re: Global Cash Access, LLC

        % Senior Subordinated Notes Due 2012

Ladies and Gentlemen:

We have acted as counsel to Global Cash Access, LLC, a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation, a Delaware corporation (“Finance Corp.”) and the Guarantors (as defined below) in connection with the issuance and sale by the Company and Finance Corp. of $235,000,000 principal amount of         % Senior Subordinated Notes Due 2012 (the “Securities”) pursuant to the terms of a Purchase Agreement dated March     , 2004 (the “Purchase Agreement”) among the Company, Finance Corp., GCA Holdings, L.L.C. (“GCA Holdings”), the guarantors named therein (the “Guarantors”) and Banc of America Securities LLC (the “Initial Purchaser”). This opinion is furnished to you pursuant to Section 5(c) of the Purchase Agreement in connection with the issuance and sale by the Company and Finance Corp. of the Securities. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Purchase Agreement.

In connection with this opinion, we have examined such corporate records, documents, instruments, certificates of public officials and of the Company, Finance Corp., GCA Holdings and the Guarantors made such inquiries of officers of the Company, Finance Corp., GCA Holdings and the Guarantors and public officials and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein. We have also examined the Offering Memorandum, dated March     , 2004, of the Company and Finance Corp. relating to the Securities (the “Offering Memorandum”), the Purchase Agreement among the Company, Finance Corp., GCA Holdings, the Guarantors and the Initial Purchaser, the Indenture between the Company, Finance Corp., the Guarantors and the Bank of New York (the “Indenture”), the Guarantees by the Guarantors in connection with the Indenture, the Restructuring Agreement among the Company, M&C International, FDFS Holdings LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya and Robert Cucinotta December 10, 2003, as amended January 20, 2004, February 20, 2004 and March     , 2004 (the “Restructuring Agreement”) and the Registration Rights

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Agreement between the Company, Finance Corp., the Guarantors and the Initial Purchaser (the “Registration Rights Agreement”).

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, Finance Corp., GCA Holdings and any of the Guarantors, we have assumed (a) that each other party has the power and authority, or if such party is an individual, the capacity, to execute and deliver, and to perform and observe the provisions of, such documents, (b) the due authorization by each such party of all requisite action and the due execution and delivery of such documents by each such party and (c) that such documents constitute the legal, valid and binding obligations of each such party.

Our opinions in paragraph (a), (b), (d) and (e) below as to the existence, good standing and qualification of the Company and Finance Corp. and the other entities therein described are based solely on written certificates or oral assurances of public officials in the states referred to in those paragraphs. We express no opinion on the good standing of the Company and Finance Corp. and the other entities therein described with any taxing authority other than with the state taxing authorities in the state of Delaware for franchise taxes. Our opinions regarding the good standing of the Company and Finance Corp. and the other entities therein described with state taxing authorities for franchise taxes in the state of Delaware are based solely on written certificates or oral assurances of public officials in such state. We have made no independent investigation as to whether such certificates or assurances are accurate or complete, but we have no knowledge of any such inaccuracy or incompleteness.

With respect to the opinion expressed in paragraph (s) below, we have relied upon the certificate of                                     , dated as of the date hereof (the “Officer’s Certificate”) to the effect that the Company, GCA Holdings and their respective subsidiaries is not a party to any material contracts except for the Existing Instruments. In addition, we have relied upon the Officer’s Certificate and upon the certificate of                                     , dated as of the date hereof (the “Secretary’s Certificate”) in connection with factual matters contained in our opinions below. We have made no independent investigation as to whether the statements made in the Officer’s Certificate and Secretary’s Certificate are accurate or complete, but we have no knowledge of any such inaccuracy or incompleteness.

For purposes of the opinion in paragraph (s) below, we exclude from the scope of such opinion any potential violation of financial covenants contained in the agreements referred to in such paragraph, and as to any such agreements which by their terms are or may be governed by the laws of a jurisdiction other than the State of New York, we assume that such agreements are governed by the laws of the State of New York.

For the purposes of the opinions in paragraphs (r), (s) and (v) below, we note that pursuant to the Registration Rights Agreement, the Company will be required to register the Securities under the Act and to qualify the Indenture under the United States Trust Indenture Act of 1939 (the “TIA”)

As used herein, (i) “Applicable Laws” means the General Corporation Law of the State of Delaware and those laws, rules and regulations of the State of New York and the federal laws, rules and regulations of the United States of America, in each case which are in effect on the date hereof and that, in our experience, are normally applicable to transactions of the type contemplated by the Purchase Agreement and the Restructuring Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the

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rules and regulations of the National Association of Securities Dealers, Inc.), but without our having made any special investigation as to the applicability of any specific law, rule or regulation; (ii) ”Governmental Authorities” means any court, regulatory body, administrative agency or governmental body of the State of Delaware, the State of New York or the United States of America having jurisdiction over the Company under Applicable Laws; and (iv) ”Applicable Orders” means those judgments, orders or decrees identified on Schedule I hereto, which the Company has represented to us are the only judgments, orders or decrees currently existing applicable to GCA Holdings or the Company or their respective Subsidiaries.

Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based on our knowledge, belief or awareness, it is intended to signify that, in the course of our representation of the Company, Finance Corp., GCA Holdings and their Subsidiaries, no information has come to the attention of any attorney who has been actively engaged on this matter, the Credit Facility, the Recapitalization or the BofA Equity Investment or any attorney who has substantively advised the Company and Finance Corp. within the past twelve months on any matters including litigation, that would give such attorney actual knowledge of the existence or absence of such facts. However, we have not undertaken any independent investigation to determine the existence or absence of such facts, except for our participation in the conferences referred to below and as otherwise stated herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Company, Finance Corp., GCA Holdings and their Subsidiaries.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

1. The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination.

2. Limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Restructuring Agreement, Guarantees and the Securities, and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material.

3. Our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities.

4. Except to the extent encompassed by an opinion set forth below with respect to the Company or Finance Corp., we express no opinion as to the effect on the opinions expressed herein of (a) the compliance or non-compliance of any party to the Purchase Agreement, Restructuring Agreement, Indenture, Registration Rights Agreement, Securities, Exchange Securities, Guarantees and the DTC Agreement (collectively the “Documents”) with any law, regulation or order applicable to it, or (b) the legal or regulatory status or the nature of the business of any such party.

5. We express no opinion as to the effect of judicial decisions that may permit the introduction of extrinsic evidence to supplement the terms of the Documents or material agreements of the Company referred to herein.

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6. We have assumed that the provisions of the Documents do not violate the public policy of any jurisdiction (other than the State of New York), having a substantial relationship to the transactions contemplated by such documents, and that no provision of any law of the State of New York applicable to such documents violates the public policy of any such other jurisdiction.

7. We express no opinion as to the enforceability of provisions of any documents providing for indemnification or contribution, to the extent such indemnification or contribution is against public policy.

8. We express no opinion as to the enforceability of provisions of any document to the effect that terms may not be waived or modified except in writing, and we express no opinion as to the enforceability of provisions of any document that are construed as effectively imposing a penalty.

9. In rendering our opinion in paragraph (r) below, we do not express any opinion with respect to any authorization or approval or other action by, or notice to or filing with, any regulatory authority or governmental authority or instrumentality required in connection with the operations of the business of the Company.

10. Certain remedial provisions of the Documents may be unenforceable in whole or in part under the laws of the State of New York, but, in our opinion, such laws do not make the remedies afforded by the Documents inadequate for the practical realization of the principal benefits intended to be afforded the Documents.

11. We express no opinion as to the enforceability of any provision of the Documents which purports to establish evidentiary standards or to make determinations conclusive or powers absolute.

12. We express no opinion as to the circumstances under which rights of setoff may be exercised.

13. We express no opinion as to the enforceability of provisions of the Documents imposing or which are construed as effectively imposing a penalty.

[may need to add additional qualifications once review the guarantee/indenture]

Based upon and subject to the foregoing, we are of the opinion that:

(a) The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

(b) Finance Corp. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(c) Each of the Company and Finance Corp. has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Restructuring Agreement, the

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Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities, and the DTC Agreement, as applicable.

(d) The Company and Finance Corp. are duly qualified as a foreign limited liability company and as a foreign corporation, respectively, to transact business and are in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

(e) GCA Holdings and each Guarantor has been duly formed or incorporated and is validly existing as a corporation, limited liability company or partnership, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Guarantees and the Recapitalization Documents to which it is a party and, to the best knowledge of such counsel, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

(f) All of the outstanding membership interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable.

(g) All of the outstanding shares of Common Stock of Finance Corp. have been duly authorized and validly issued and are fully paid and nonassessable.

(h) All of the issued and outstanding capital stock or limited liability company interests of each Guarantor, as applicable, have been duly authorized and validly issued, are fully paid and nonassessable and, to the best of our knowledge, are owned by the Company, directly or through Subsidiaries. To the best of our knowledge, all of the membership interests of the Company are owned by GCA Holdings.

(i) To the best of our knowledge, the issuance and sale of the Notes by the Company or Finance Corp. will not be subject to any preemptive right, right of first refusal or other similar right.

(j) The Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, Finance

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Corp., GCA Holdings and each Guarantor, enforceable against the Company, Finance Corp., GCA Holdings and each Guarantor in accordance with its terms.

(k) The Registration Rights Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, Finance Corp. and each Guarantor, enforceable enforceable against the Company, Finance Corp. and each Guarantor in accordance with its terms.

(l) The DTC Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and Finance Corp., enforceable against the Company and Finance Corp. in accordance with its terms.

(m) The Indenture has been duly authorized, executed and delivered by the Company, Finance Corp. and each Guarantor and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms.

(n) The Notes are in the form contemplated by the Indenture, have been duly authorized by the Company and Finance Corp. for issuance and sale pursuant to the Purchase Agreement and the Indenture and, when executed by the Company and Finance Corp. and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company and Finance Corp., enforceable against the Company in accordance with their terms and will be entitled to the benefits of the Indenture.

(o) The Exchange Notes have been duly and validly authorized for issuance by the Company and Finance Corp., and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company and Finance Corp., enforceable against the Company and Finance Corp. in accordance with their terms and will be entitled to the benefits of the Indenture.

(p) The Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to the Purchase Agreement and the Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, and will be entitled to the benefits of the Indenture.

(q) The statements relating to the legal matters, documents or proceedings set forth in the Offering Memorandum under the caption

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“Description of Notes” insofar as they purport to constitute a summary of the terms of the Notes, the Guarantees and the Registration Rights Agreement, under the caption “Certain United States Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws and documents referred to therein, under the captions “Certain Relationships and Related Party Transactions - Second Amended and Restated Limited Liability Company Agreement of Global Cash Access, L.L.C.” and “Certain Relationships and Related Party Transactions - Amended and Restate Limited Liability Company Agreement of GCA Holdings” insofar as they purport to constitute a summary of the terms of the Limited Liability Company Agreements of the Company and GCA Holdings, and under the caption “The Recapitalization” insofar as they purport to describe the provisions of the Restructuring Agreement, are accurate and correct summaries in all material respects.

(r) No consent, approval, authorization or other order of, or registration or filing with, any Governmental Authority (including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), is required for the Company’s, Finance Corp.’s, GCA Holdings’ and each Guarantor’s execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, or the Restructuring Agreement or the issuance and delivery of the Securities, the Guarantees or the Exchange Securities, except such as may be required by federal securities laws with respect to the Company’s, Finance Corp.’s or each of the Guarantors’ obligations under the Registration Rights Agreement; provided, however, that we express no opinion as to the applicability of the notification and review requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the transactions contemplated by the Restructuring Agreement.

(s) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto, the execution and delivery of the Restructuring Agreement by the Company and GCA Holdings and the performance by the Company and GCA Holdings of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum (i) will not result in any violation of the provisions of the charter, by-laws or other similar constitutive document of the Company, Finance Corp., GCA Holdings or any subsidiary; (ii) to the best of our knowledge, will not constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, Finance Corp., GCA Holdings or any of their subsidiaries pursuant to, or trigger any right of termination under, any material Existing Instrument; or (iii) to the best of our knowledge, will not result in any violation of any Applicable Order or Applicable Law that applies to the

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Company, Finance Corp., GCA Holdings or any of their subsidiaries; provided, however, that we express no opinion as to the applicability of the notification and review requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the transactions contemplated by the Restructuring Agreement.

(t) None of the Company, Finance Corp. nor any of the Guarantors is, or after receipt of payment for the Securities and the application of the proceeds thereof as described in the Offering Memorandum under the “Use of Proceeds”, will be, an “investment company” within the meaning of the Investment Company Act.

(u) To the best of our knowledge, neither the Company, Finance Corp., GCA Holdings, nor any of their subsidiaries is in violation of its charter or operating agreement or by-laws or any law, administrative regulation or administrative or court decree applicable to the Company, Finance Corp., GCA Holdings, or any subsidiary or is in Default in the performance or observance of any obligation, agreement, covenant or condition contained in any material Existing Instrument, except in each such case for such violations or Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

(v) Assuming (i) the accuracy of the representations and warranties of the Company, Finance Corp., GCA Holdings and the Guarantors set forth in Section 1 of the Purchase Agreement; (ii) the due performance by the Company, Finance Corp., GCA Holdings and the Guarantors of the covenants and agreements set forth in Section 3 of the Purchase Agreement; (iii) the Company’s and Finance Corp.’s compliance with the offering and transfer procedures and restrictions described in the Offering Memorandum and in Section 7 of the Purchase Agreement; (iv) the accuracy of the representations and warranties made in accordance with the purchase agreement and Offering Memorandum by purchasers to whom the Initial Purchaser initially resells the Securities, and (v) that purchasers to whom the Initial Purchaser initially resells the Securities receive a copy of the Offering Memorandum, no registration of the Notes or the Guarantees under the Securities Act, and no qualification of an indenture under the TIA with respect thereto, is required in connection with the purchase of the Securities by the Initial Purchaser, or the initial resale of the Securities by the Initial Purchaser to Qualified Institutional Buyers or pursuant to Regulation S under the Securities Act in the manner contemplated by the Purchase Agreement and the Offering Memorandum other than any registration or qualification that may be required in connection with the Exchange Offer contemplated by the Offering Memorandum or in connection with the Registration Rights Agreement. We express no opinion, however, as to when or under what circumstances any Initial Notes initially sold by the Initial Purchaser may be reoffered or resold.

(w) To the best of our knowledge, other than as described in the Offering Memorandum, there are no pending or threatened legal or governmental proceedings to which the Company, Finance Corp., GCA Holdings or any of their

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subsidiaries is a party that would be required to be described by Item 103 of Regulation S-K under the Securities Act if the issuance of the Securities were being registered under the Securities Act but is not so described in the Offering Memorandum.

(x) None of the sale, issuance, execution or delivery of the Securities will contravene Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of governors of the Federal Reserve System.

In addition, we have participated in conferences with officers and other representatives of the Company, Finance Corp., GCA Holdings and the Guarantors, representatives of the independent public or certified public accountants for the Company, Finance Corp. and GCA Holdings and with representatives of the Initial Purchaser at which the contents of the Offering Memorandum, and any supplements or amendments thereto, and related matters were discussed and, although we have not independently verified and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (other than as specified above), and any supplements or amendments thereto, on the basis of and subject to the foregoing, nothing has come to our attention that causes us to believe that the Offering Memorandum, as of its date or at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we express no belief as to the financial statements or other financial data derived therefrom, included in the Offering Memorandum or any amendments or supplements thereto).

We express no opinion as to matters governed by any laws other than the substantive laws of the State of New York (including its applicable choice-of-law rules), the General Corporation Law of the State of Delaware and the Federal laws of the United States of America, in each case which are in effect on the date hereof. We express no opinion as to the effect on the opinions of any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

This letter is solely for your benefit as the Initial Purchaser. Although the Initial Purchaser (and each of the employees, representatives, or other agents of the Initial Purchaser) may disclose to any and all persons, without limitation of any kind, the United States federal tax treatment and federal tax structure of the transactions described in the Offering Memorandum, and all materials of any kind that were provided by us to the Initial Purchaser relating to such tax treatment and tax structure, this opinion is intended solely for the benefit of the Initial Purchaser, who may not authorize any other person or entity to rely on this opinion, or otherwise make this opinion available for the benefit of any other person or entity, without our prior written consent.

Very truly yours,

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Exhibit C

Opinion of Nevada Counsel to be delivered pursuant to Section 5(d) of the Purchase Agreement

1. The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase) to the best of our knowledge, will not result in any violation of (i) the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (the “Nevada Gaming Laws”) binding on such party; or (ii) any material judgment, order, writ, injunction or decree issued by any governmental agency or authority which adopts, enforces, supervises and/or interprets Nevada Gaming Laws (the “Nevada Gaming Authority”) known to us to be binding upon the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

2. Insofar as the following relate to the Nevada Gaming Laws, no consent, approval, authorization, license, or registration, declaration or other filing with any Nevada Gaming Authority is required to be obtained by the Company, Finance Corp., GCA Holdings or any of their subsidiaries for the execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase), except (a) those that have been obtained or made on or prior to the date hereof, (b) those with respect to state securities and “blue sky” laws, as to which we express no opinion, and (c) those periodic informational filings that are required to be made after the date hereof under the Nevada Gaming Laws.

3. Under Nevada Gaming Laws, neither the Initial Purchaser is required, solely by reason of and as a condition to its execution and delivery of the Purchase Agreement, nor is any holder of the Securities required, solely by reason of being such, to be found suitable or licensed by the Nevada Gaming Authorities.

4. The statements in the Offering Memorandum under the heading “Risk Factors” and “Regulation” have been reviewed by us and insofar as such statements constitute discussions of Nevada Gaming Laws (except for financial data included therein or omitted therefrom, as to which we express no opinion), they are accurate in all material respects and fairly summarize in all material respects the information set forth therein.

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Exhibit D

Opinion of New Jersey Counsel to be delivered pursuant to Section 5(e) of the Purchase Agreement

1. The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase) to the best of our knowledge, will not result in any violation of (i) the New Jersey Casino Control Act and the rules and regulations promulgated thereunder (the “New Jersey Gaming Laws”) binding on such party; or (ii) any material judgment, order, writ, injunction or decree issued by any governmental agency or authority which adopts, enforces, supervises and/or interprets New Jersey Gaming Laws (the “New Jersey Gaming Authority”) known to us to be binding upon the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

2. Insofar as the following relate to the New Jersey Gaming Laws, no consent, approval, authorization, license, or registration, declaration or other filing with any New Jersey Gaming Authority is required to be obtained by the Company, Finance Corp., GCA Holdings or any of their subsidiaries for the execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase), except (a) those that have been obtained or made on or prior to the date hereof, (b) those with respect to state securities and “blue sky” laws, as to which we express no opinion, and (c) those periodic informational filings that are required to be made after the date hereof under the New Jersey Gaming Laws.

3. Under New Jersey Gaming Laws, neither the Initial Purchaser is required, solely by reason of and as a condition to its execution and delivery of the Purchase Agreement, nor is any holder of the Securities required, solely by reason of being such, to be found suitable or licensed by the New Jersey Gaming Authorities.

4. The statements in the Offering Memorandum under the heading “Risk Factors” and “Regulation” have been reviewed by us and insofar as such statements constitute discussions of New Jersey Gaming Laws (except for financial data included therein or omitted therefrom, as to which we express no opinion), they are accurate in all material respects and fairly summarize in all material respects the information set forth therein.

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Exhibit E

Opinion of Arizona Counsel to be delivered pursuant to Section 5(f) of the Purchase Agreement

1. The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase) to the best of our knowledge, will not result in any violation of (i) the Arizona gaming laws and the rules and regulations promulgated thereunder (the “Arizona Gaming Laws”) binding on such party; or (ii) any material judgment, order, writ, injunction or decree issued by any governmental agency or authority which adopts, enforces, supervises and/or interprets Arizona Gaming Laws (the “Arizona Gaming Authority”) known to us to be binding upon the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

2. Insofar as the following relate to the Arizona Gaming Laws, no consent, approval, authorization, license, or registration, declaration or other filing with any Arizona Gaming Authority is required to be obtained by the Company, Finance Corp., GCA Holdings or any of their subsidiaries for the execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase), except (a) those that have been obtained or made on or prior to the date hereof, (b) those with respect to state securities and “blue sky” laws, as to which we express no opinion, and (c) those periodic informational filings that are required to be made after the date hereof under the Arizona Gaming Laws.

3. Under Arizona Gaming Laws, neither the Initial Purchaser is required, solely by reason of and as a condition to its execution and delivery of the Purchase Agreement, nor is any holder of the Securities required, solely by reason of being such, to be found suitable or licensed by the Arizona Gaming Authorities.

4. The statements in the Offering Memorandum under the heading “Risk Factors” and “Regulation” have been reviewed by us and insofar as such statements constitute discussions of Arizona Gaming Laws (except for financial data included therein or omitted therefrom, as to which we express no opinion), they are accurate in all material respects and fairly summarize in all material respects the information set forth therein.

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Exhibit F

Opinion of Louisiana Counsel to be delivered pursuant to Section 5(g) of the Purchase Agreement

1. The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase) to the best of our knowledge, will not result in any violation of (i) the Louisiana Gambling Control Law and the rules and regulations promulgated thereunder (the “Louisiana Gaming Laws”) binding on such party; or (ii) any material judgment, order, writ, injunction or decree issued by any governmental agency or authority which adopts, enforces, supervises and/or interprets Louisiana Gaming Laws (the “Louisiana Gaming Authority”) known to us to be binding upon the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

2. Insofar as the following relate to the Louisiana Gaming Laws, no consent, approval, authorization, license, or registration, declaration or other filing with any Louisiana Gaming Authority is required to be obtained by the Company, Finance Corp., GCA Holdings or any of their subsidiaries for the execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase), except (a) those that have been obtained or made on or prior to the date hereof, (b) those with respect to state securities and “blue sky” laws, as to which we express no opinion, and (c) those periodic informational filings that are required to be made after the date hereof under the Louisiana Gaming Laws.

3. Under Louisiana Gaming Laws, neither the Initial Purchaser is required, solely by reason of and as a condition to its execution and delivery of the Purchase Agreement, nor is any holder of the Securities required, solely by reason of being such, to be found suitable or licensed by the Louisiana Gaming Authorities.

4. The statements in the Offering Memorandum under the heading “Risk Factors” and “Regulation” have been reviewed by us and insofar as such statements constitute discussions of Louisiana Gaming Laws (except for financial data included therein or omitted therefrom, as to which we express no opinion), they are accurate in all material respects and fairly summarize in all material respects the information set forth therein.

F-1

Exhibit G

Opinion of Michigan Counsel to be delivered pursuant to Section 5(h) of the Purchase Agreement

1. The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase) to the best of our knowledge, will not result in any violation of (i) the Michigan gaming laws and the rules and regulations promulgated thereunder (the “Michigan Gaming Laws”) binding on such party; or (ii) any material judgment, order, writ, injunction or decree issued by any governmental agency or authority which adopts, enforces, supervises and/or interprets Michigan Gaming Laws (the “Michigan Gaming Authority”) known to us to be binding upon the Company, Finance Corp., GCA Holdings or any of their subsidiaries.

2. Insofar as the following relate to the Michigan Gaming Laws, no consent, approval, authorization, license, or registration, declaration or other filing with any Michigan Gaming Authority is required to be obtained by the Company, Finance Corp., GCA Holdings or any of their subsidiaries for the execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Facility, and the Recapitalization Documents by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto and the performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors of their respective obligations thereunder (other than performance by the Company, Finance Corp., GCA Holdings and each of the Guarantors party thereto of their respective obligations under the indemnification section of the Purchase Agreement, as to which we render no opinion) and consummation of the transactions contemplated by the Offering Memorandum and the Recapitalization Documents (including without limitation documents relating to the BofA Equity Purchase), except (a) those that have been obtained or made on or prior to the date hereof, (b) those with respect to state securities and “blue sky” laws, as to which we express no opinion, and (c) those periodic informational filings that are required to be made after the date hereof under the Michigan Gaming Laws.

3. Under Michigan Gaming Laws, neither the Initial Purchaser is required, solely by reason of and as a condition to its execution and delivery of the Purchase Agreement, nor is any holder of the Securities required, solely by reason of being such, to be found suitable or licensed by the Michigan Gaming Authorities.

4. The statements in the Offering Memorandum under the heading “Risk Factors” and “Regulation” have been reviewed by us and insofar as such statements constitute discussions of Michigan Gaming Laws (except for financial data included therein or omitted therefrom, as to which we express no opinion), they are accurate in all material respects and fairly summarize in all material respects the information set forth therein.

G-1

ANNEX I

The Initial Purchaser understands that:

The Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act as part of its distribution at any time and otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. The Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by, and include the statements required by, Regulation S.

The Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons as part of your distribution at any time or otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.”

The Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

I

EX-2.1

Exhibit 2.1

RESTRUCTURING AGREEMENT

dated as of December 10, 2003

among

FDFS HOLDINGS, LLC,

FIRST DATA CORPORATION,

M&C INTERNATIONAL,

KARIM MASKATIYA,

ROBERT CUCINOTTA,

and

GLOBAL CASH ACCESS, L.L.C.

TABLE OF CONTENTS

ARTICLE I DEFINITITIONS	2
1.1 Definitions	1
1.2 Interpretation	6
ARTICLE II CLOSING	6
2.1 Time and Place of Closing	6
2.2 Closing Actions	6
2.3 M&C’s Additional Closing Date Deliveries	8
2.4 FDFS’s Additional Closing Date Deliveries	9
ARTICLE III REPRESENTATIONS AND WARRANTIES	10
3.1 Representations and Warranties of FDC and FDFS	10
3.2 Representations and Warrnties of the FDC & FDFS Regarding the Company	11
3.3 Representations and Warranties of the M&C Parties	14
ARTICLE IV ADDITIONAL AGREEMENTS	16
4.1 No Public Announcement	16
4.2 Taxes	16
4.3 Regulatory Matters	16
4.4 Nonsolicitation of Third Party Proposals	16
4.5 Mutual Release	17
4.6 Notifications; Further Assurances	18
4.7 HSR Filing	18
4.8 Guaranties	19
4.9 Delivery of Books and Records	19
4.10 Termination of Powers of Attorney	19
4.11 Covenant Not to Compete	20
4.12 Termination of Certain Agreements	20
4.13 Employee Matters	20
4.14 Covenant Not to Sue	20
4.15 Transition Matters	21
4.16 Updating Schedule 3.2 (H)	21
4.17 Service Location Reports	21
4.18 Account Reconciliation	22
4.19 Additional Agreements	22
ARTICLE V INDEMNIFICATION	22
5.1 Indemnification by the M&C Parties	22

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5.2 Indemnification by FDFS and FDC	23
5.3 Notice of Claims; Calculation of Loss or Expense	24
5.4 Third Person Claims	25
5.5 Scope of Indemnity	26
5.6 Limitations on Damages	26
5.7 No Indemnification Under LLC Agreement	26
ARTICLE VI CONDITIONS TO CLOSING	26
6.1 Condition to FDFS’s Obligations	26
6.2 Conditions to M&C Parties’ Obligation	27
ARTICLE VII TERMINATION	28
7.1 Termination	28
7.2 Notice of Termination	28
7.3 Effect of Termination	28
ARTICLE VIII MISCELLANEOUS PROVISIONS	29
8.1 Counterparts	29
8.2 Entire Agreement	29
8.3 Partial Invalidity	29
8.4 Amendment	29
8.5 Governing Law	29
8.6 Waiver	29
8.7 Further Assurances	29
8.8 Expenses	30
8.9 Survival of Obligations	30
8.10 Confidential Nature of Information	30
8.11 Notices	31
8.12 Successors and Assigns	32
8.13 Access to Records	32
8.14 Disclaimer of Warranties	33
8.15 No Third Party Beneficiaries	33

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EXHIBITS AND SCHEDULES

Exhibit A	Membership Unit Purchase Agreement
Exhibit B	Membership Unit Redemption Agreement
Exhibit C	Sponsorship Indemnification Agreement
Exhibit D	Amended and Restated Network Agency Agreement (including Agent Application form and Compliance Acknowledgement)
Exhibit E	Amendment No. 3 to IPS Agreement
Exhibit F	Amendment No. 2 to IPS Canada Agreement
Exhibit G	Amendment No. 2 to the Marketing Agreement
Exhibit H	Form of Opinion of Counsel to M&C
Exhibit I	Form of Opinion of Counsel to FDC
Exhibit J	Amendment to ATM Sponsorship Agreement
Schedule 3.2(A)	Qualifications to do Business
Schedule 3.2(D)	Proceedings
Schedule 3.2(E)	Permits
Schedule 3.2(F)	2002 Financial Statements
Schedule 3.2(G)	Taxes
Schedule 3.2(H)	FDC Related Person Contracts
Schedule 4.5(A)	Retained Obligations
Schedule 4.5(B)	Retained Obligations
Schedule 4.5(C)	Retained Obligations
Schedule 4.8	Guaranties
Schedule 4.13	Transferring Employees
Schedule 4.15	Covenant Not to Sue

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RESTRUCTURING AGREEMENT

THIS RESTRUCTURING AGREEMENT is made and entered into as of December 10, 2003 (this “Agreement”), by and among M&C International, a Nevada corporation (“M&C”), FDFS Holdings, LLC, a Delaware limited liability company (“FDFS”), First Data Corporation, a Delaware corporation (“FDC”), Karim Maskatiya, Robert Cucinotta, and Global Cash Access, LLC, a Delaware limited liability company (the “Company”).

RECITALS

WHEREAS, M&C and First Data Financial Services, L.L.C. previously formed the Company to provide certain services to Gaming Establishments (as defined herein) and/or gaming patrons at Gaming Establishments;

WHEREAS, the business of the Company has been conducted pursuant to a Limited Liability Company Agreement, dated as of July 9, 1998, as amended and restated September 10, 1998 and as further amended by Amendment No.1 thereto dated as of September 18, 2000 (the “LLC Agreement”), among M&C, FDFS and the Company;

WHEREAS, FDFS owns 958 Membership Units (as defined herein), representing sixty-seven percent (67%) of the outstanding Membership Units of the Company, and M&C owns 472 Membership Units, representing thirty-three percent (33%) of the outstanding Membership Units of the Company;

WHEREAS, M&C and FDFS desire to restructure the ownership of the Membership Units in the Company, so that (a) a portion of the Membership Units owned by FDFS will have been redeemed, (b) the remaining portion of the Membership Units owned by FDFS will have been sold to M&C (or an assignee of M&C pursuant to Section 8.12), and (c) the Company may, concurrent with consummation of the transactions described in (a) and (b) issue new Membership Units to a third party unaffiliated with M&C; and

WHEREAS, in connection therewith, the parties intend to enter into this Agreement and the Ancillary Agreements (as defined herein).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

1.1 Definitions. In this Agreement, unless otherwise specifically stated, the capitalized terms used herein shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, owns or controls, is owned or controlled by, or is under common control with, such Person. As used herein, “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the equity securities of the Person.

“Ancillary Agreements” means the Membership Unit Redemption Agreement, the Membership Unit Purchase Agreement, the Sponsorship Indemnification Agreement, Amendment No. 3 to IPS Amendment, Amendment No. 2 to IPS Canada Agreement, Amendment No. 2 to the Marketing Agreement, Amendment No. 1 to the ATM Sponsorship Agreement and the Amended and Restated Network Agency Agreement.

“ATM Sponsorship Agreement” means the Automatic Teller Machine Sponsorship Agreement dated as of November 12, 2002 between the Company and First Financial Bank (formerly known as Western Union Bank).

“Canada Money Order Trust Agreement” means the Money Order Trust Agreement dated as of December 3, 1998 between Integrated Payment Systems Canada Inc. and CashCall, as amended as of December 17, 1999.

“CashCall” means CashCall Systems, Inc., a corporation organized under the laws of Canada.

“Casino ATM” means Casino ATM, LLC, a Delaware limited liability company.

“CCS” means Casino Credit Services, LLC, a Delaware limited liability company.

“Central Credit” means Central Credit, LLC, a Delaware limited liability company.

“Claim Notice” has the meaning specified in Section 5.3(a).

“Closing” has the meaning specified in Section 2.1.

“Closing Date” has the meaning specified in Section 2.1.

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

“Company” means Global Cash Access, L.L.C., a Delaware limited liability company.

“Company Affiliate” means each of the Company, QuikPlay, Casino ATM, CCS, CashCall and Central Credit.

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“Consequential Damages” means any liability, Loss, Expense or damage, whether in an action arising out of breach of warranty, breach of contract, delay, negligence, any theory of tort, strict liability or other legal or equitable theory, for indirect, special, reliance, exemplary, punitive, incidental or consequential damages or commercial loss, injury or damage, including, without limitation, loss of revenues, profits or use of capital or production.

“Contribution Agreement” means the Contribution and Option Agreement dated as of July 9, 1998 among M&C, BA Merchant Services, Inc., First Data Financial Services, LLC, Karim Maskatiya, Robert Cucinotta and the Company (joined by FDC with respect to Section 10.1 thereof).

“Copyrights” means United States and foreign copyrights, copyrightable works, whether registered or unregistered, and pending applications to register the same.

“Court Order” means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal or other Governmental Body and any award in any arbitration proceeding.

“Encumbrance” means any lien, claim, charge, security interest, mortgage, pledge, easement, conditional sale or title retention agreement, defect in title, covenant or other restriction of any kind.

“Expenses” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under the applicable agreement (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and expenses of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FDC” means First Data Corporation, a Delaware corporation.

“FDC Related Person” or “FDC Related Persons” means FDC and/or its Affiliates (excluding any Company Affiliate), whether or not such Person is a party to this Agreement or an Ancillary Agreement.

“FDFS” means FDFS Holdings, LLC, a Delaware limited liability company.

“FDFS, LLC” means First Data Financial Services, L.L.C., a Delaware limited liability company.

“FDC Group Member” means each of the FDC Related Persons, and the respective directors, officers, employees, agents and assigns thereof.

“Final Distribution” means a distribution to the Members in proportion to such Members’ Membership Units (prior to the transactions contemplated by this Agreement) of all Distributable Funds (as defined in the LLC Agreement); provided that reserves shall be calculated in the ordinary course consistent with past practice; and, provided further, that the obligation to cause a letter of credit to be issued to FDC in the amount of $1,000,000 together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for

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any indemnified amounts pursuant to the Sponsorship Indemnification Agreement shall not be considered in calculating the amount of Distributable Funds.

“Gaming Establishment” means a location at which wagering or gaming activities are the primary business conducted.

“Gaming Regulations” means the Requirements of Law applicable to a service provider for a Gaming Establishment.

“Governmental Body” means any foreign, federal, state, local or other governmental authority or regulatory body.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indemnified Party” has the meaning specified in Section 5.3(a).

“Indemnitor” has the meaning specified in Section 5.3(a).

“Intellectual Property Rights” means Copyrights, Patent Rights, Trademarks and Trade Secrets.

“Knowledge” means, with respect to any fact, circumstance, event or other matter in question, the actual knowledge of such fact, circumstance, event or other matter by (a) Mr. Maskatiya or Mr. Cucinotta, if used in reference to either of them, (b) Mr. Maskatiya, Mr. Cucinotta, Kirk Sanford, Pamela Shinkle and Robert Fry, if used in reference to M&C or a Company Affiliate, and (c) Charles Fote, Kimberly Patmore, Brent Willing, Terry Woods, Paula Redmond, Mike Rodin and Alan Bethscheider, in the case of any FDC Related Person. An individual shall be deemed to have actual knowledge of a particular fact, circumstance, event or other matter if (i) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records that would reasonably be expected to be reviewed by such individual upon reasonable due investigation, or (ii) such knowledge could be obtained from reasonable inquiry of subordinates charged with administrative or operational responsibility for the matters in question.

“Losses” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, deficiencies or other charges.

“M&C Group Member” means each of the M&C Parties, their Affiliates, the Company and the respective directors, officers, shareholders, employees, agents and assigns thereof.

“M&C Party” or “M&C Parties” means M&C, Mr. Maskatiya and/or Mr. Cucinotta .

“Members” means at any time the Persons who own Membership Units in the Company.

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“Membership Unit” has the meaning specified in the LLC Agreement.

“Money Order Trust Agreement” means the Money Order Trust Agreement effective as of December 3, 1998, between Integrated Payment Systems Inc. and the Company, as amended as of December 17, 1999 and December 1, 2001.

“Network Agency Agreement” means the Network Agency Agreement dated as of April 16, 1994, between Western Union and Comdata Network, Inc. (predecessor in interest to the Company).

“Patent Rights” means all United States and foreign patents, patent applications, including, without limitation, continuations, continuations-in-part, divisions, reissues, patent disclosures, inventions (whether or not patentable or reduced to practice) and improvements thereto.

“Party” means a party to this Agreement.

“Person” means any general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, governmental agency, cooperative, association, individual or other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person as the context may require.

“QuikPlay” means QuikPlay, LLC, a Delaware limited liability company.

“Requirements of Law” means any foreign, federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Body or common law or any consent decree or settlement agreement entered into with any Governmental Body.

“Service Agreements” mean the Telecheck Marketing Agreement, the Network Agency Agreement, the Money Order Trust Agreement, the Canada Money Order Trust Agreement, and the ATM Sponsorship Agreement.

“Tax” (and, with the correlative meaning, “Taxes”) means any federal, state, local or foreign tax, custom, duty, governmental fee or other like assessments or charge of any kind, but solely to the extent imposed on net income, together with any interest or any penalty thereon, imposed by any Governmental Body.

“Tax Return” means any return, report or similar statement required to be filed with respect to any Taxes (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

“TeleCheck” means TRS Recovery Services, Inc. (formerly known as TeleCheck Recovery Services, Inc.), a Delaware corporation.

“TeleCheck Marketing Agreement” means the Marketing Agreement dated as of July 9, 1998, by and between TRS Recovery Services, Inc. (formerly known as TeleCheck Recovery Services, Inc.) and the Company, as amended as of June 1, 2003.

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“Trademarks” means United States, state and foreign trademarks, service marks, domain names, logos, trade dress and trade names, whether registered or unregistered, and pending applications to register the foregoing.

“Trade Secrets” means confidential ideas, trade secrets, know-how, concepts, methods, processes, formulae, reports or other proprietary information.

1.2 Interpretation. Each definition used in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine where appropriate. Reference to any Requirements of Law means such Requirements of Law as amended as of the time of determination and includes any successor Requirements of Law. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement. Except as otherwise stated, reference to Articles, Sections, Exhibits, Schedules and Annex means the Articles, Sections, Exhibits, Schedules and Annex of this Agreement. The words “including” or “includes” or similar terms used herein shall be deemed to be followed by the words “without limitation”, whether or not such additional words are actually set forth herein. Each agreement referred to herein or in Annex I hereto shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and hereof. The Exhibits and Schedules hereto are hereby incorporated by reference into, and shall be deemed a part of, this Agreement, provided that no Exhibit that consists of a form of agreement or instrument shall be deemed to become effective until executed and delivered by the appropriate parties.

ARTICLE II

CLOSING

2.1. Time and Place of Closing. Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place on a date and at a time agreed to by FDC and M&C, but in no event later than the second business day after the conditions set forth in Article VI have been satisfied or waived, at the offices of Sidley Austin Brown & Wood, Chicago, Illinois 60603, or at such other time or place or on such other date as the parties hereto may agree upon (the date of such Closing being sometimes referred to herein as the “Closing Date”).

2.2. Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be deemed to take place on the Closing Date):

(a) FDFS shall contribute to the Company all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution.

(b) M&C shall exercise its option to purchase from FDFS Membership Units representing 9% of the Company (128.7 Membership Units) pursuant to the Letter Agreement between FDC and M&C dated September 29, 2000 in exchange for a cash payment by M&C of

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$27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC.

(c) FDC shall cause FDFS, LLC, to transfer to M&C (i) 670 common shares of CashCall, representing 67% of the outstanding equity interests in CashCall and (ii) all amounts owed by CashCall as of the Closing Date to Western Union Financial Services (Canada), Inc. in exchange for a cash payment by M&C of Eleven Million, Seven Hundred Twenty Five Thousand Dollars ($11,725,000), payable by wire transfer of immediately available funds to an account designated by FDC.

(d) M&C and FDFS shall execute and deliver the Membership Unit Purchase Agreement, in the form attached as Exhibit A (the “Membership Unit Purchase Agreement”), and in connection therewith, FDFS shall assign and transfer to M&C, and M&C shall purchase from FDFS, a portion of its Membership Units (such portion to be designated by M&C) in exchange for a cash payment by M&C of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit purchased thereby (the “M&C Purchase Payment”), payable by wire transfer of immediately available funds to an account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date to consummate such redemption. M&C shall notify FDFS of the number of FDFS owned Membership Units M&C has designated to be purchased pursuant to the Membership Unit Purchase Agreement not less than five business days prior to the Closing Date.

(e) M&C, FDFS and the Company shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to the Company, and the Company shall redeem from FDFS, all of FDFS’s remaining Membership Units (after giving effect to completion of the transaction contemplated by the Membership Unit Purchase Agreement) in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to an account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date to consummate such redemption.

(f) FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement.

(g) The Company and Western Union Financial Services, Inc. shall amend and restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in the form attached as Exhibit D (the “Amended and Restated

7

Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement.

(h) The Company and Integrated Payment Systems, Inc. shall execute and deliver Amendment No. 3 to the Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”).

(i) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”).

(j) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”).

(k) The Final Distribution shall be completed.

(l) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC.

(m) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the ATM Sponsorship Agreement in the form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”)

For the avoidance of doubt, the Parties agree that the aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(a) – (e) (including the M&C Purchase Payment and the GCA Redemption Payment) shall total $435,600,000, and upon completion of those transactions, no FDC Related Person shall own any equity interest, or any option, warrant or right to acquire any equity interest, in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the equity securities of the Person); it being understood and agreed that, to the Knowledge of the Parties, there exists no such Person other than has been addressed by the express terms of Section 2.2(a) – (e).

2.3 M&C’s Additional Closing Date Deliveries. Subject to satisfaction or waiver in writing by FDFS and FDC (where legally permissible) of the conditions set forth in Article VI, at the Closing, M&C shall deliver to FDFS all of the following:

(a) Copy of the Articles of Incorporation of M&C certified as of a recent date by the Secretary of State of the State of Nevada;

(b) Certificate of good standing of M&C issued as of a recent date by the Secretary of State of the State of Nevada;

(c) Certificate of the secretary or an assistant secretary of M&C, dated the Closing Date, in form and substance reasonably satisfactory to FDC, as to (i) the resolutions of the Board of Directors of M&C authorizing the execution and performance

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of this Agreement, any Ancillary Agreement to which M&C is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of M&C and the Company executing this Agreement and any such Ancillary Agreement; and

(d) The certificate contemplated by Section 6.1, duly executed by a duly authorized officer of M&C; and

(e) An opinion of counsel substantially in the form set forth as Exhibit H.

2.4 FDFS’s Additional Closing Date Deliveries. Subject to satisfaction or waiver in writing by the M&C Parties (where legally permissible) of the conditions set forth in Article VI, at the Closing FDC shall deliver to M&C all of the following:

(a) Copy of the Certificate of Formation of FDFS certified as of a recent date by the Secretary of State of the State of Delaware;

(b) Certificate of good standing of FDFS issued as of a recent date by the Secretary of State of the State of Delaware;

(c) Certificate of the secretary or an assistant secretary of FDC, dated the Closing Date, in form and substance reasonably satisfactory to M&C, as to (i) the resolutions of the Board of Directors of FDC authorizing the execution and performance of this Agreement, any Ancillary Agreement to which an FDC Related Person is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of each FDC Related Person executing this Agreement and any such Ancillary Agreement;

(d) The certificate contemplated by Section 6.2, duly executed by a duly authorized officer of FDC; and

(e) An opinion of counsel substantially in the form set forth as Exhibit I.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of FDC and FDFS. As an inducement to each of the M&C Parties and the Company to enter into this Agreement and each Ancillary Agreement to which an M&C Party or the Company, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby, FDFS and FDC, jointly and severally, represent and warrant to each of the M&C Parties and the Company and agree as follows:

(a) Organization, Good Standing, Etc. FDFS (i) is a limited liability company duly formed and validly existing under the laws of the State of Delaware, (ii) has the requisite limited liability company power and authority to own, lease and operate all of its assets and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified will not, individually or in the aggregate, have a material adverse effect on its ability to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(b) Authority of FDC Related Persons. Each FDC Related Person has full right, power and authority to execute and deliver this Agreement and any Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by the Company of this Agreement and any Ancillary Agreement to which an FDC Related Person is a party have been duly authorized and approved by FDC and do not require any further authorization or consent. This Agreement has been duly executed and delivered by each of FDFS and FDC and (assuming the valid authorization, execution and delivery of this Agreement by each of the other parties hereto) constitutes the legal, valid and binding obligation of each of FDFS and FDC enforceable in accordance with its terms, and each Ancillary Agreement to which an FDC Related Person is a party, upon execution and delivery thereof by such FDC Related Person, will be (assuming the valid authorization, execution and delivery of such agreements by each of the other parties thereto) the legal, valid and binding obligation of such FDC Related Person enforceable in accordance with its terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

(c) No Conflicts. Assuming receipt of the approvals set forth on the schedules to this Agreement or any approvals required pursuant to Gaming Regulations or the HSR Act, neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which an FDC Related Person is a party or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, violate, result in a breach of, constitute a default under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of such FDC Related Person, under (i) the organizational documents of such FDC Related Person, (ii) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which such FDC Related Person is a party or any of its assets or properties is subject or by which such FDC Related Person is bound, (iii) any Court Order to which such FDC Related Person is a party or any of its assets or properties is subject or by which FDFS is bound, or (iv) any Requirements of Law affecting such FDC Related Person or its assets or properties.

(d) Consents and Approvals. Assuming receipt of the approvals set forth on the schedules to this Agreement and any approvals required pursuant to the Gaming Regulations or the HSR Act, no consent, approval or authorization of, or declaration, filing or registration with, or notice to, or order or action of, any court, administrative agency or other Governmental Body or any other Person is required to be made or obtained by any FDC Related Person in connection

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with the execution and delivery by FDFS of this Agreement or of any FDC Related Person of any Ancillary Agreement to which it is a party, the consummation by any FDC Related Person of the transactions contemplated hereby or thereby and the performance by any FDC Related Person of its obligations contained herein or therein, other than consents, approvals or authorizations that, if not obtained, will not have, or are not reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of such FDC Related Person to consummate the transactions contemplated by this Agreement or by the Ancillary Agreements.

(e) No Violation, Litigation or Regulatory Action. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of FDFS, threatened, which question the legality or propriety of the transactions contemplated by this Agreement or any Ancillary Agreement.

(f) Title. FDFS or FDFS, LLC, as applicable, has, or at the Closing will have, good and marketable title to (i) the membership interests in CCS to be contributed to the Company pursuant to Section 2.2(a), (ii) the Membership Units to be purchased by M&C pursuant to Section 2.2(b) and 2.2(d), (iii) the shares of CashCall to be transferred to M&C pursuant to Section 2.2(c), and (iv) the Membership Units to be redeemed by the Company pursuant to Section 2.2(e), free and clear of all Encumbrances, and upon the consummation of the aforementioned contribution, purchase, transfers and redemption, the recipient, purchaser, transferee and redeemer of the same shall have obtained good and marketable title thereto, free and clear of all Encumbrances, other than Encumbrances arising from the actions of the recipient, purchaser, transferee or redeemer thereof.

(g) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of an FDC Related Person.

3.2. Representations and Warranties of FDC and FDFS Regarding the Company. As an inducement to each of the M&C Parties to enter into this Agreement and each Ancillary Agreement to which an M&C Party or the Company, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby, FDC and FDFS, jointly and severally, represent and warrant to each of the M&C Parties and the Company, to the Knowledge of FDC and FDFS, as follows:

(a) Organization, Good Standing, Etc. Each Company Affiliate is a corporation or limited liability company duly formed or organized, validly existing and in good standing under the laws of the jurisdiction under which it was formed or organized, and is duly licensed or qualified to do business (or has made an application with respect thereto) in each jurisdiction set forth in Schedule 3.2(A), which list may exclude any jurisdiction where the failure to be so licensed or qualified will not, individually or in the aggregate, have a material adverse effect on the operations or financial condition of the Company or its ability to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements to which it is a party.

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(b) Other Entities. Except for the following interests, the Company does not own, of record or beneficially, any direct or indirect equity or other interest, or any right (contingent or otherwise) to acquire the same, in any corporation, partnership, limited liability company, joint venture, association or other business entity:

(i) a 60% membership interest in QuikPlay;

(ii) a 100% membership interest in CCI Acquisition, which owns 100% of Central Credit; and

(iii) a 100% membership interest in Casino ATM.

(c) Capitalization.

(i) Other than 958 Membership Units held by FDFS and 472 Membership Units held by M&C, no FDC Related Person has authorized the issuance of any other membership or other equity interests in the Company. Other than M&C’s option to purchase from FDFS Membership Interests representing 9% of the Company pursuant to the Letter Agreement between FDC and M&C dated September 29, 2000, the Contribution Agreement or this Agreement, no FDC Related Person has granted any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the outstanding equity interests in the Company or obligating the Company to issue or sell any equity interests in effect as of the date hereof.

(ii) No FDC Related Person has granted any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the outstanding equity interests in QuikPlay or obligating QuikPlay to issue or sell any equity interests in effect as of the date hereof.

(iii) Other than the sole membership interest in CCS, which is to be contributed to the Company at the Closing, no FDC Related Person has authorized the issuance of any membership or other equity interests in CCS, nor has any FDC Related Person granted any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the outstanding equity interests in CCS or obligating CCS to issue or sell any equity interests in effect as of the date hereof.

(iv) Other than 670 common shares of CashCall held by FDFS and 330 common shares of CashCall held by M&C, no FDC Related Person has authorized the issuance of any common shares or other equity interests in CashCall, nor has any FDC Related Person granted any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the outstanding equity interests in CashCall or obligating CashCall to issue or sell any equity interests in effect as of the date hereof.

(v) Other than the sole membership interest in Casino ATM held by the Company, no FDC Related Person has authorized the issuance of any

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membership or other equity interests in Casino ATM, nor has any FDC Related Person granted any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the outstanding equity interests in Casino ATM or obligating Casino ATM to issue or sell any equity interests in effect as of the date hereof.

(d) Litigation. Schedule 3.2(D) sets forth each material litigation, suit, claim, action or proceeding, including but not limited to those of a regulatory nature involving a Governmental Body, pending against any Company Affiliate or any property or asset of any Company Affiliate, before any court, arbitrator or Governmental Body, in which an employee of an FDC Related Person has provided legal representation since December 31, 2002.

(e) Permits. Schedule 3.2(E) sets forth a list of material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Body in the name of Company Affiliates (“Company Permits”) with respect to which, an employee of any FDC Related Person submitted filings to a Governmental Body on behalf of the Company since December 31, 2002, and, as of the date of this Agreement, the status of such Company Permits.

(f) Financial Statements. Schedule 3.2(F) sets forth a copy of the draft unaudited consolidated balance sheet of the Company Affiliates as of December 31, 2002 and the related draft unaudited statements of income, changes in owners equity and cash flows for the year ended December 31, 2002 (collectively, the “2002 Financial Statements”) prepared by the Company’s management, with respect to which, no representation or warranty is being made, except that no employee of any FDC Person has made any adjustments to the 2002 Financial Statements which would cause the 2002 Financial Statements to be incorrect in any material respect on account of any such adjustment.

(g) Taxes. Except as set forth on Schedule 3.2(G), (i) all material Tax Returns required to be filed by each Company Affiliate have been timely filed; (ii) all Taxes required to be paid by any Company Affiliate and shown on such Tax Returns have been timely paid or adequately reflected as a liability on the books of such Company Affiliate; (iii) no adjustments relating to Taxes required to be paid by any Company Affiliate has been proposed in writing by any Tax authority; (iv) there are no actions or proceedings pending or threatened in writing for the assessment or collection of Taxes against any Company Affiliate; (v) there are no Tax liens on any assets of the Company other than for Taxes not yet due and payable; and (vi) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any Taxes required to be paid by any Company Affiliate.

(h) FDC Related Person Contracts. Schedule 3.2(H) sets forth a list of all written agreements by and between any Company Affiliate, on the one hand, and any FDC Related Person on the other hand (“FDC Related Person Contracts”).

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3.3. Representations and Warranties of the M&C Parties. As an inducement to each of FDC and FDFS to enter into this Agreement and each Ancillary Agreement to which an FDC Related Person or the Company, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby, each M&C Party, jointly and severally, represents and warrants to each of FDC and FDFS and agrees as follows:

(a) Organization, Good Standing, Etc. M&C (i) is a corporation duly formed and, validly existing and in good standing under the laws of the State of Nevada, (ii) has the requisite corporate power and authority to own, lease and operate all of its assets and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified will not, individually or in the aggregate, have a material adverse effect on the operations or financial condition of M&C or its ability to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements to which it is a party.

(b) Capacity. Each of Messrs. Maskatiya and Cucinotta is a natural person and has the requisite capacity to enter into this Agreement and any Ancillary Agreement to which such Person is a party.

(c) Authority of M&C Parties. Each M&C Party has full right, power and authority to execute and deliver this Agreement and any Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by each M&C Party of this Agreement and any Ancillary Agreement to which each M&C Party is a party have been duly authorized and approved by M&C, if applicable, and do not require any further authorization or consent. This Agreement has been duly executed and delivered by each M&C Party and (assuming the valid authorization, execution and delivery of this Agreement by each of the other parties hereto) constitutes the legal, valid and binding obligation of each M&C Party enforceable in accordance with its terms, and each Ancillary Agreement to which an M&C Party is a party, upon execution and delivery thereof by such M&C Party, will be (assuming the valid authorization, execution and delivery of such agreements by each of the other parties thereto) the legal, valid and binding obligation of such M&C Party enforceable in accordance with its terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

(d) No Conflicts. Assuming receipt of the approvals set forth in the schedules to the Agreement or any approvals required pursuant to Gaming Regulations or the HSR Act, neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which an M&C Party is a party or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, violate, result in a breach of, or constitute a default under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of any M&C Party, under (i) the organizational documents of M&C, (ii) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right,

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restriction or obligation to which an M&C Party is a party or any of their respective assets or properties is subject or by which an M&C Party is bound, (iii) any Court Order to which an M&C Party is a party or any of their respective assets or properties is subject or by which an M&C Party is bound, or (iv) any Requirements of Laws affecting an M&C Party or its assets or properties.

(e) Consents and Approvals. Except as set forth on the schedules to the Agreement or any approvals required pursuant to the Gaming Regulations or the HSR Act, no consent, approval or authorization of, or declaration, filing or registration with, or notice to, or order or action of, any court, administrative agency or other Governmental Body or any other Person is required to be made or obtained by any M&C party in connection with the execution and delivery by each M&C Party of this Agreement or any Ancillary Agreement to which such M&C Party is a party, the consummation by each M&C Party of the transactions contemplated hereby or thereby and the performance by each M&C Party of their respective obligations contained herein or therein other than consents, approvals or authorizations that, if not obtained, will not have, or are not reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of such M&C Party or the ability of any M&C Party to consummate the transactions contemplated by this Agreement or by the Ancillary Agreements.

(f) No Violation, Litigation or Regulatory Action. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of any M&C Party, threatened, which question the legality or propriety of the transactions contemplated by this Agreement or any Ancillary Agreement.

(g) Financing. On November 26, 2003, M&C entered into a nonbinding (except as to certain provisions relating to expenses, exclusivity and confidentiality) Letter of Intent with a private equity and venture capital firm with respect to equity financing. During the month of November 2003, both M&C and the Company met with several investment banks and commercial banks and has received nonbinding indications of the willingness and ability of certain of such banks to provide, or cause to be provided, debt financing which, together with the aforementioned equity financing, would be sufficient in amount to enable M&C and the Company, respectively, to consummate the transactions contemplated by this Agreement, taking into account the currently anticipated working capital needs of the Company as of the Closing Date.

(h) Investment Intent. M&C is acquiring Membership Units as an investment for its own account and not with a view to the distribution thereof.

(i) No Broker. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of an M&C Party.

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ARTICLE IV

ADDITIONAL AGREEMENTS

4.1. No Public Announcement. None of M&C, FDFS or the Company or their respective Affiliates shall, without the approval of the other parties hereto, make any press release or other public announcement concerning the transactions contemplated by this Agreement or any Ancillary Agreement, except as and to the extent that any such party shall be so obligated by law or the rules of any stock exchange, judicial process or regulatory requirements in which case the other parties hereto shall be advised and the parties hereto shall use their reasonable best efforts to cause a mutually agreeable release or announcement to be issued; provided, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or any Ancillary Agreement or to comply with accounting, Securities and Exchange Commission and other regulatory disclosure obligations.

4.2. Taxes. (a) FDFS will prepare or cause to be prepared the income Tax Returns for each Company Affiliate (other than CashCall) for any taxable year or period that ends on the Closing Date, and will provide copies of such Tax Returns to M&C for its review not less than 20 days prior to FDFS filing such Tax Returns. Prior to the Closing Date, M&C and the Company shall provide to the FDFS powers of attorney or similar authorizations necessary to carry out the purposes of this Section 4.2. After the Closing Date, M&C will make available to FDFS as reasonably requested all information, records and documents relating to Taxes of any such Company Affiliate for such taxable year or period.

(b) M&C will file the income Tax Returns for CashCall for any taxable year or period that ends on or after the Closing Date. After the Closing Date, FDFS will make available to M&C as reasonably requested all information, records and documents relating to Taxes of CashCall for such taxable year or period.

4.3. Regulatory Matters. The Company and M&C will act diligently and use their respective best efforts to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to FDFS, from any Governmental Body required to be obtained to permit the consummation of the transactions contemplated by this Agreement the post-Closing continuation of the businesses of each Company Affiliate as conducted immediately prior to the Closing, and to permit the removal of any FDC Related Person or any officer or employee of any FDC Related Person from serving as a licensed member, manager, officer or employee of any Company Affiliate. FDFS and Messrs. Maskatiya and Cucinotta shall act diligently and use commercially reasonable efforts to cooperate with the Company and M&C to obtain the consents, approvals and waivers contemplated by this Section 4.3. In furtherance of the foregoing, as soon as reasonably possible after the date hereof, the Company and each M&C Party shall file all applications, forms, notices, documents and other information required to be filed under the Gaming Regulations with respect to the consummation of the transactions contemplated hereby. Each of FDFS, the M&C Parties and the Company agrees to make available, and agrees to cause its respective Affiliates to make available, to the other such information as each of them may reasonably request relative to its business, assets and property as may be required of each of them to file any additional information requested by the applicable regulatory authorities under any such Gaming Regulations.

4.4. Nonsolicitation of Third Party Proposals. So long as this Agreement is in effect and each of the M&C Parties is in compliance with their respective obligations hereunder, prior to the Closing Date, FDFS and each of its Affiliates will not, directly or indirectly, solicit

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any offer or enter into negotiations relating to the sale or exchange of any Membership Units of the Company to any Person other than M&C or the Company or exercise its option pursuant to Section 10.4 of the Contribution Agreement, except, in each case, with the prior consent of M&C.

4.5. Mutual Release.

(a) Effective as of the Closing, except with respect to the retained obligations set forth on Schedule 4.5(A), each of the M&C Parties, for itself and its Affiliates (including Infonox), hereby fully, finally and forever releases, acquits, and discharges, and covenants not to sue FDC, its Affiliates (including FDFS) and their respective shareholders, directors, officers and employees (in their capacities as shareholders, directors, officers and employees) (collectively, the “FDC Released Parties”) from any and all liabilities, obligations, actions, causes of action, claims, in law or in equity, or other matters, whether known or unknown, arising or accruing on or prior to the Closing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of the FDC Released Parties from any liabilities, obligations or claims arising from this Agreement or with respect to future performance of the Ancillary Agreements; for the avoidance of doubt, it being understood that the FDC Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the items set forth on Schedule 4.5(A). Each M&C Party, for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against the FDC Released Parties to another Person.

(b) Effective as of the Closing, except with respect to the retained obligations set forth on Schedule 4.5(B), FDC for itself and its Affiliates, hereby fully, finally and forever releases, acquits, and discharges, and covenants not to sue the Company or any M&C Party or any of their respective Affiliates and each of their respective shareholders, directors, officers and employees (in their capacities as shareholders, directors, officers and employees) (collectively, the “M&C Released Parties”) from any and all liabilities, obligations, actions, causes of action, claims, in law or in equity, or other matters, whether known or unknown, arising or accruing on or prior to the Closing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of the M&C Released Parties from any liabilities, obligations or claims arising from this Agreement; for the avoidance of doubt, it being understood that the M&C Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the items set forth on Schedule 4.5(B). FDC for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against any M&C Released Parties to another Person.

(c) Effective as of the Closing, except with respect to the retained obligations set forth on Schedule 4.5(C), the Company, for itself and its Affiliates, hereby fully, finally and forever releases, acquits, and discharges, and covenants not to sue any FDC Released Party or any M&C Released Party from any and all liabilities, obligations, actions, causes of action, claims, in law or in equity, or other matters, whether known or unknown, arising or accruing on or prior to the Closing Date; provided, however, that nothing contained in this Section 4.5 shall apply to, or release any of the FDC Released Parties or M&C Released Parties from any

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liabilities, obligations or claims arising from this Agreement; for the avoidance of doubt, it being understood that the FDC Released Parties and the M&C Released Parties shall be released under the Service Agreements with respect to matters arising prior to the Closing Date, other than with respect to the items set forth on Schedule 4.5(C). The Company, for itself and its Affiliates, represents and warrants that neither such Person nor its Affiliates has assigned, conveyed, pledged, hypothecated or otherwise transferred any claim against any FDC Released Party or any M&C Released Parties to another Person.

(d) Each party, on behalf of itself and its Affiliates, hereby expressly waives the benefit of any statute or rule of law which, if applied to this Section 4.5, would otherwise exclude from its binding effect any claims not known by such party to exist which arose prior to the signing of this Agreement. EACH PARTY ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Each party, being aware of said code section, hereby expressly waives any rights it may have thereunder, as well as under any other statutes or common law principles of similar effect.

4.6. Notifications; Further Assurances.

(a) Each of the M&C Parties and FDFS shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.

(b) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to cause the Closing to occur as promptly as practicable.

(c) The Company and M&C will act diligently and use their respective reasonable best efforts to secure financing to permit the payments to be made to FDFS pursuant to this Agreement and to otherwise consummate the transactions contemplated by this Agreement.

4.7. HSR Filing. It is the express intention of the parties hereto that at all times prior to and on the Closing Date M&C (together with its owners, parents, subsidiaries and affiliates) shall hold less than one hundred percent (100%) of the outstanding Membership Units of the Company. Accordingly, the Company and/or M&C shall, pursuant to Section 8.12, assign all or a portion of their rights under Sections 2.2(a) - (e) to one or more unaffiliated third parties so that concurrent with the consummation of the transactions contemplated by this Agreement, such third parties shall acquire, pursuant to a bona fide business transaction, a greater than five percent (5%) equity interest in the Company. As promptly as practicable after the date hereof, if

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required in order to consummate the transactions contemplated by this Agreement, M&C and FDFS shall file with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act, or any rules and regulations promulgated thereunder, with respect to the transactions contemplated hereby. Each Party warrants that all such filings by it will be, as of the date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act and any such rules and regulations. Each of the M&C Parties and FDFS agrees to make available to the other such information as each of them may reasonably request relative to its business, assets and property as may be required of each of them to file any additional information requested by such agencies under the HSR Act and any such rules and regulations. The filing fees associated with compliance with the HSR Act shall be paid 50% by M&C and 50% by FDFS; provided that in no event shall FDC be obligated to pay more than $140,000 in respect of such filing fees, and M&C shall bear any expense in excess of such amount.

4.8. Guaranties. At or prior to Closing, either the Company or M&C shall cause any FDC Related Person to be fully released, as of the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance bonds obtained or given by such FDC Related Person relating to the business of the Company set forth on Schedule 4.8, and shall cause any FDC Related Person to be fully released as soon as reasonably practicable (which may be following the Closing Date), in respect of all other obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance bonds obtained or given by such FDC Related Person relating to the business of the Company of which FDC notifies M&C in writing (collectively, the “Guaranties”). Either the Company or M&C shall use reasonable efforts to cause such FDC Related Person to be fully released, in each case, effective as promptly as practicable, in respect of all obligations of such FDC Related Person under any such Guaranties. If the Company and M&C are unable to effect such a release with respect to any Guaranty after using reasonable efforts to do so, the Company and each M&C Party shall indemnify such FDC Related Person from any Loss or Expense arising from such Guaranty. Without limiting the foregoing, after the Closing, the Company and M&C will not, and will not permit any of is Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by a Guaranty without providing FDC with evidence satisfactory to FDC that the Guaranty has been released. Any cash or other collateral posted by FDC or one of its Affiliates in respect of any Guaranty shall be delivered to FDC upon release of the applicable Guaranty.

4.9. Delivery of Books and Records. FDFS and FDC shall deliver, and shall cause each Affiliate of FDC to deliver, to the Company within thirty (30) days following the Closing the minute books and copies of all contracts to which the Company is a party which, to the Knowledge of FDC, are maintained by or in the possession of FDFS, FDC or any Affiliate of FDC.

4.10. Termination of Powers of Attorney. Except as may be necessary to comply with Section 4.2, effective upon the Closing, any power of attorney previously granted by any Company Affiliate to any FDC Related Person shall be deemed terminated, and following such termination, FDC shall not exercise or attempt to exercise, and shall prevent each FDC Related Person from exercising or attempting to exercise, any such power of attorney.

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4.11. Covenant Not to Compete. The obligations of FDC pursuant to Section 10.1 of the Contribution Agreement shall survive the Closing until the third anniversary of the Closing Date, at which time FDC and its Affiliates shall have no further obligation pursuant thereto. For the avoidance of doubt, the covenant not to compete contemplated by the preceding sentence is agreed to include a prohibition on FDC or any of its Controlled Affiliates (as defined in the Contribution Agreement) from directly or indirectly entering into an above-market processing agreement (i.e., a processing agreement on economic terms sufficiently more favorable to FDC or such Controlled Affiliate than comparable processing agreements so as to establish that the processing agreement is a disguised sale of the portion of the customer’s business covered by such processing agreement) with a Person engaged in Restricted Gaming Activities (as defined in the Contribution Agreement) in order to circumvent the prohibition on FDC and its Controlled Affiliates from engaging in such Restricted Gaming Activities as set forth therein.

4.12. Termination of Certain Agreements. Except as set forth in Section 4.11, effective as of the Closing Date, as between any FDC Related Persons and the Company and/or the M&C Parties, the parties’ respective rights and obligations pursuant to the Contribution Agreement, the LLC Agreement, the second amendment to the Money Order Trust Agreement with an effective date of December 1, 2001 and the Participation Agreement dated as of November 28, 2001 by and between Western Union Financial Services, Inc. and the Company shall be deemed to have been terminated in all respects, and in connection with the Closing, at the request of the other party, each of the parties hereto shall execute and deliver, or cause their respective Affiliates to execute and deliver, any additional instruments necessary to document such terminations.

4.13. Employee Matters. The employees of FDC Related Persons (“Transferring Employees”) listed on Schedule 4.13 shall have their employment terminated by such FDC Related Person effective as of Closing and shall be offered continuing employment, without interruption, by the Company or a Company Affiliate commencing upon the Closing Date on terms and conditions substantially equivalent in the aggregate to the terms and conditions, including compensation and benefits, provided to such employees by such FDC Person as of the Closing. With respect to the Transferring Employees, the applicable FDC Related Person shall notify such employees of such termination as reasonably requested by the Company. FDC shall cause all FDC Related Persons to cooperate with the Company in the Company’s attempts to secure the continuing employment of such employees by the Company or a Company Affiliate commencing upon the Closing Date; provided that such cooperation shall not require any FDC Related Person to make any payment or waive any rights with respect to such Transferring Employee.

4.14. Covenant Not to Sue. On or after the Closing Date, each of the M&C Parties and Company Affiliates, for itself and its Affiliates (including Infonox), covenants not to sue any FDC Related Person, or the officers, directors or employees (in their capacities as such) of any FDC Related Person or any of its customers for any claims of infringement of, or otherwise related to, the Intellectual Property Rights of any M&C Party, Company Affiliate or their respective Affiliates in or to the products, ideas, inventions concepts, discoveries or other items (collectively, "Innovations") described on Schedule 4.14(A), whether prior to or following the Closing Date, except for Innovations that (i) were disclosed to any FDC Related Person

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subject to restrictions on use or disclosure pursuant to the terms of any confidentiality or nondisclosure agreement between any M&C Party, Company Affiliate or any of their respective Affiliates, on the one hand, and any FDC Related Person, on the other hand, or (ii) are covered by any Patent Rights identified on Schedule 4.14(B).

4.15. Transition Matters.

(a) Insurance; Risk of Loss. FDC will maintain its insurance policies and bonds covering the businesses and assets of the Company Affiliates, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and the Company shall become solely responsible for all such bonds and insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Company Affiliates and their respective businesses and assets.

(a) Vendor Agreements. The Company shall use commercially reasonable efforts to enter into agreements with its current telecommunication providers and other current vendors, or successor telecommunications providers and other vendors, prior to the Closing Date pursuant to which the Company shall contract with such current providers and vendors or successor providers and vendors to receive products and services which, as of the date hereof, the Company purchases through FDC’s enterprise agreements as an Affiliate of FDC. Following the Closing Date, the Company will no longer be entitled to purchase through FDC’s enterprise agreements.

(b) FDT Services. FDC shall cause First Data Technologies, a Delaware corporation (“FDT”) to continue to provide services pursuant to the Services Agreement dated as of February 1, 2003 between FDT and CCS for up to 90 days following the Closing Date.

4.16. Updating Schedule 3.2(H). Prior to the Closing Date, FDC may, from time to time, by notice in accordance with the terms of this Agreement, update Schedule 3.2(H), in order to add additional FDC Related Person Contracts. FDC and the Company shall negotiate in good faith to determine whether to continue, amend or terminate such additional FDC Related Person Contracts following the Closing Date.

4.17. Service Location Reports. During the terms of the Service Agreements, as amended by the applicable Ancillary Agreements, for so long as any such agreements remain in effect, each calendar quarter the Company shall provide FDC with a report of all locations where the Company or any Company Affiliate sold the services contemplated under each such agreement during that quarter (a “Service Location Report”) for the purpose of assisting FDC complying with the Requirements of Law applicable to the services FDC Related Persons provide pursuant to such agreements. The Service Location Report shall list the business name (i.e., the name of the Company’s customer), physical address, the name of the tribal nation with jurisdiction (if applicable), the types of services offered at each such location, and such other information as the Company and FDC may from time to time mutually agree upon. Service Location Reports shall be delivered to FDC no later than the fifteenth day of the month following the end of each applicable calendar quarter.

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4.18. Account Reconciliation. Prior to the earlier of January 31, 2004 and the Closing Date, each Company Affiliate and FDC shall reconcile outstanding accounts between each such Company Affiliate and any FDC Related Person (and, if any, among the Company Affiliates) for fees, commissions or other payments accrued as of December 31, 2003 in the ordinary course of business consistent with past practice pursuant to the Service Agreements, other commercial agreements and the FDFS monthly billings, and each of the Company and the applicable FDC Related Person shall make the payment determined pursuant to such reconciliation on or prior to January 31, 2004.

4.19. Additional Agreements. (a) Prior to the Closing Date, each of FDC, the Company and M&C shall negotiate in good faith an amendment to the TeleCheck Marketing Agreement pursuant to which (i) the Company would be permitted to market TeleCheck’s check verification and guarantee services to Gaming Establishments in the state of Michigan, (ii) the contracts currently held by TeleCheck Services, Inc., or its Affiliate, to provide check verification and guarantee services to Gaming Establishments in the state of Michigan would be treated as Gaming Contracts (as defined in the TeleCheck Marketing Agreement) and (iii) the Company would make a payment to FDC or its Affiliate in an amount to be determined; it being understood that the Parties shall be under no obligation to execute such an amendment unless and until each of the applicable parties shall have agreed to the terms of a definitive amendment, in which case, an appropriate amendment may be made to this Agreement.

(b) Prior to the Closing Date, each of FDC, the Company and M&C shall negotiate in good faith an amendment to the TeleCheck Marketing Agreement, which may be effective as of the Closing Date, pursuant to which TeleCheck would present invoices for services provided by TeleCheck to Gaming Establishments to the Company (rather than directly to the Gaming Establishment) which would consolidate such invoices with its invoices for services provided by the Company to each such Gaming Establishments, on terms to be agreed to among the parties, taking into consideration the regulatory, operational and financial implications of entering into such an arrangement; it being understood that the Parties shall be under no obligation to execute such an amendment unless and until each of the applicable parties shall have agreed to the terms of a definitive amendment, in which case, an appropriate amendment may be made to this Agreement.

ARTICLE V

INDEMNIFICATION

5.1. Indemnification by the M&C Parties. (a) Subject to the provisions of Sections 5.3, 5.4, 5.5, 5.6 and 5.7, each M&C Party, jointly and severally, shall indemnify, protect and hold harmless each FDC Group Member from and against any and all Losses and Expenses, imposed in any manner upon, incurred by or asserted against such FDC Group Member in connection with or arising from:

(i) any breach of any representation or warranty of any of the M&C Parties contained in this Agreement; or

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(ii) any breach of any covenant or agreement of any of the M&C Parties contained in this Agreement;

provided that, the M&C Parties shall be required to indemnify and hold harmless under clause (i) of this subsection (a) with respect to Loss and Expense incurred by FDC Group Members only if such Loss and Expense exceeds $500,000 in the aggregate, but if in excess of such amount, then for the entire amount of such Loss and Expense without deduction.

(b) Subject to the provisions of Sections 5.3, 5.4, 5.5, 5.6 and 5.7, the Company shall indemnify, protect and hold harmless each FDC Group Member from and against any and all Losses and Expenses, imposed in any manner upon, incurred by or asserted against such FDC Group Member in connection with or arising from (i) any matter described on Schedule 3.2(D); or (ii) the termination by an FDC Related Person of the Transferring Employees, the employment by the Company or one of its Affiliates of the Transferring Employees, or the termination of such Transferring Employee by the Company or one of its Affiliates, including any severance payment arising from any of the foregoing (other than severance payments due solely pursuant to a written employment contract executed by an FDC Related Person without the consent of any M&C Party); it being understood that each FDC Group Member shall be indemnified hereunder for any payments due to Transferring Employees pursuant to the standard severance policy of FDC and/or the applicable FDC Related Person.

(c) The indemnification provided for in Subsection 5.1(a)(i) shall terminate on the first anniversary of the Closing Date (and no claims shall be made by any FDC Group Member under such Subsection 5.1(a)(i) thereafter), except that the indemnification by M&C with respect to a breach of a representation or warranty contained in Sections 3.2(a) and (b) shall continue indefinitely. The indemnification provided for in Subsection 5.1(a)(ii) shall continue until one (1) year after the applicable FDC Group Member knew or should have known of the breach of covenant or agreement by M&C, except that the indemnification by M&C with respect to a breach of Section 4.2 shall continue until the expiration of the applicable statute of limitations. The indemnification provided for in Subsection 5.1(b) shall continue indefinitely. Notwithstanding the foregoing, the indemnification by M&C pursuant to Section 5.1(a) shall continue as to any Loss or Expense of which any FDC Group Member has notified M&C in accordance with the requirements of Section 5.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 5.1.

5.2. Indemnification by FDFS and FDC. (a) Subject to the provisions of Sections 5.3, 5.4, 5.5, 5.6 and 5.7, FDFS and FDC, jointly and severally, shall indemnify, protect and hold harmless each M&C Group Member from and against any and all Losses and Expenses, whether or not litigation is commenced, imposed in any manner upon, incurred by or asserted against such M&C Group Member in connection with or arising from:

(i) any breach of any representation or warranty of FDFS or FDC contained in this Agreement; or

(ii) any breach of any covenant or agreement of FDFS or FDC contained in this Agreement.

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provided that, FDFS and FDC shall be required to indemnify and hold harmless under clause (i) of this subsection (a) with respect to Loss and Expense incurred by the M&C Group Members only if such Loss and Expense exceeds $500,000 in the aggregate, but if in excess of such amount, then for the entire amount of such Loss and Expense without deduction.

(b) The indemnification provided for in Subsection 5.2(a)(i) shall terminate on the first anniversary of the Closing Date (and no claims shall be made by any M&C Group Member under such Subsection 5.2(a)(i) thereafter), except that the indemnification by FDFS and FDC with respect to a breach of a representation or warranty contained in Sections 3.1(a) and (b) shall continue indefinitely. The indemnification provided for in Subsections 5.2(a)(ii) shall continue until one (1) year after the applicable M&C Group Member knew or should have known of the breach of covenant or agreement by FDFS or FDC, except that the indemnification by FDFS and FDC with respect to a breach of Section 4.2 shall continue until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, the indemnification by FDFS and FDC pursuant to Section 5.2 shall continue as to any Loss or Expense of which any M&C Group Member has notified FDFS and FDC in accordance with the requirements of Section 5.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 5.2.

5.3. Notice of Claims; Calculation of Loss or Expense. (a) Any FDC Group Member or M&C Group Member (the “Indemnified Party”) seeking indemnification hereunder shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other Ancillary Agreement upon which such claim is based; provided, however, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given in accordance with Section 5.4; provided, further, that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially and adversely prejudiced by such failure.

(b) In calculating any Loss or Expense there shall be (i) deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer), (ii) deducted the amount of any reductions in federal, state, local, foreign and other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the indemnified event, (iii) added the amount of any increases in federal, state, local, foreign and other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing such Taxes payable by the Indemnified Party at any time) and (iv) added the amount of any increases in federal, state, local and other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the indemnified event.

(c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article V shall be determined (i) by the written agreement between the Indemnified Party and the Indemnitor, (ii) by a final judgment or decree of any court of competent jurisdiction or arbitration or (iii) by any

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other means to which the Indemnified Party and the Indemnitor agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it.

5.4. Third Person Claims. (a) Subject to Section 5.4(b), the Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that (i) the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and (ii) the Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within fourteen (14) days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

(b) If any third Person claim, action or suit against any Indemnified Party is solely for money damages then the Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit, provided, that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefore hereunder shall be waived.

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5.5. Scope of Indemnity. Except for remedies that cannot be waived as a matter of law, injunctive and provisional relief, if the Closing occurs, this Article V shall be the exclusive remedy for breach of the representations and warranties included in this Agreement.

5.6. Limitations on Damages. (a) If the Closing occurs, in no event shall FDC, the FDC Related Persons or the M&C Parties, respectively be liable pursuant to this Agreement for any amount in excess of $5,000,000; provided, however, the foregoing limitation shall not apply to a breach of the representations and warranties (and the indemnification obligation associated therewith) included in Section 3.1(b), 3.1(f), 3.1(g), 3.2(c), 3.2(g) or the covenants included in Section 4.11 or Section 8.7(b) (“Special Representations”). With respect to the Special Representations, neither the FDC Related Persons nor the M&C Parties shall be liable pursuant to this Agreement for any amount in excess of $435,600,000.

(b) IN NO EVENT SHALL ANY FDC RELATED PERSON, M&C OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Neither FDC nor FDFS shall have any liability for any inaccuracy in or breach of any representation or warranty by such Party if the M&C Parties had Knowledge on or before the Closing Date of the facts as a result of which such representation or warranty was inaccurate or breached. None of the M&C Parties shall have any liability for any inaccuracy in or breach of any representation or warranty by such Party if FDC or FDFS had Knowledge on or before the Closing Date of the facts as a result of which such representation or warranty was inaccurate or breached.

5.7. No Indemnification Under LLC Agreement. Effective upon the Closing, no FDC Related Person shall have any rights to indemnification under the LLC Agreement.

ARTICLE VI

CONDITIONS TO CLOSING

6.1. Condition to FDFS’s Obligations. The obligations of FDFS and FDC to consummate the transactions contemplated by this Agreement shall, at the option of FDFS and FDC, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

(a) There shall have been no material breach by any M&C Party in the performance of any of its covenants and agreements herein; each of the representations and warranties of each M&C Party contained or referred to herein that are qualified as to materiality or by Material Adverse Effect shall be true and correct on the Closing Date, and each of the representations and warranties of each M&C Party contained or referred to herein that are not so qualified shall be true and correct in all material respects on the Closing Date, in each case as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by FDFS (or any

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transaction expressly contemplated by this Agreement) and there shall have been delivered to FDFS a certificate to such effect, dated the Closing Date, signed by each M&C Party.

(b) The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby and/or to permit the removal of any FDC Related Person or any officer or employee of any FDC Related Person from serving as a licensed member, manager, officer or employee of any Company Affiliate.

(c) No action, suit or proceeding by any Governmental Body shall have been instituted or threatened to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

(d) The Company shall have entered into a financing arrangement with Wells Fargo Bank, N.A., or another third party lender or financial institution, to return to FDFS all cash provided by FDFS pursuant to the ATM Cash Agreement dated as of December 1, 2000 between the Company and FDFS and/or the Currency Control Agreement dated as of December 1, 2000 between the Company and FDFS, each of which shall have been terminated and all cash provided by FDFS thereunder shall have been returned.

6.2. Conditions to M&C Parties’ Obligations. The obligations of each M&C Party and the Company to consummate the transactions contemplated by this Agreement shall, at the option of M&C, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

(a) There shall have been no material breach by FDFS or FDC in the performance of any of its covenants and agreements herein; each of the representations and warranties of FDFS contained or referred to herein that are qualified as to materiality shall be true and correct on the Closing Date, and each of the representations and warranties of FDFS and FDC contained or referred to herein that are not so qualified shall be true and correct in all material respects on the Closing Date, in each case as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by an M&C Party or any transaction contemplated by this Agreement; and there shall have been delivered to M&C a certificate to such effect, dated the Closing Date and signed on behalf of FDFS and FDC by an authorized officer of FDC.

(b) No action, suit or proceeding by any Governmental Body shall have been instituted or threatened to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

(c) The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby and any other approval of a Governmental Body, the failure of which to receive would not reasonably be expected to have a material adverse effect on the Company.

(d) M&C and the Company shall have obtained financing sufficient to complete the payments to be made to FDFS pursuant to this Agreement.

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ARTICLE VII

TERMINATION

7.1. Termination. Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date:

(a) by the mutual consent of M&C and FDC;

(b) by M&C in the event of any breach by FDFS or FDC of any of their respective agreements, representations or warranties contained herein which would result in a material adverse effect on the Company or FDFS’s or FDC’s ability to consummate the transaction contemplated hereby and the failure of FDFS or FDC to cure such breach within 30 days after receipt of notice from M&C requesting such breach to be cured;

(c) by FDFS in the event of any breach by any M&C Party of any of their respective agreements, representations or warranties contained herein which would have a material adverse effect on any M&C Party's ability to consummate the transactions contemplated hereby and the failure of such M&C Party to cure such breach within 30 days after receipt of notice from FDFS requesting such breach to be cured;

(d) by M&C or FDC if any court of competent jurisdiction in the United States or other United States Governmental Body shall have issued a final and non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; or

(e) by M&C or FDC if the Closing shall not have occurred on or before February 15, 2004 (or such later date as may be agreed in writing to by M&C and FDFS) provided, however, that the right to terminate this agreement under this Section 7.11(e) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the transactions contemplated by this Agreement to have been complete on or before February 15, 2004.

7.2. Notice of Termination. Any party desiring to terminate this Agreement pursuant to Section 7.1 shall give written notice of such termination to the other party to this Agreement.

7.3. Effect of Termination. In the event that this Agreement shall be terminated pursuant to this Article VII, all further obligations of the parties under this Agreement (other than Section 8.10) shall be terminated without further liability of any party to any other; provided, however, that nothing herein shall relieve any party from liability for its willful breach of this Agreement.

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

8.2. Entire Agreement. This Agreement and the Ancillary Agreements and the Exhibits and Schedules hereto and thereto constitute the entire agreement among the parties hereto and their respective Affiliates and contain all of the agreements among such parties and their Affiliates with respect to the subject matter hereof and thereof. This Agreement and the Ancillary Agreements and the Exhibits and Schedules hereto and thereto supersede any and all other agreements, either oral or written, between such parties and their respective Affiliates with respect to the subject matter hereof and thereof.

8.3. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless the ineffectiveness or invalidity of such provision would result in one or more of the parties hereto being deprived of a right constituting a fundamental benefit of its bargain hereunder.

8.4. Amendment. This Agreement may be amended only by a written agreement executed by each of the parties hereto.

8.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW DOCTRINE, EXCEPT TO THE EXTENT THE DELAWARE LIMITED LIABILITY COMPANY ACT IS CONTROLLING.

8.6. Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

8.7. Further Assurances. (a) In connection with this Agreement and each Ancillary Agreement and the transactions contemplated hereby and thereby, each of the parties hereto shall execute and deliver, or cause their respective Affiliates to execute and deliver, any

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additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and each Ancillary Agreement to which it is a party and the transactions contemplated hereby and thereby, including making available for copying the books and records of any Company Affiliate which FDC or any of its Affiliates may retain after the Closing Date.

(b) Without limiting the generality or, and in furtherance of, (a) above, following the Closing Date, FDC agrees to transfer to M&C (or its assigns) or the Company, as applicable, without any additional consideration, any equity interest, or any option, warrant or right to acquire any equity interest in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the equity securities of the Person) in which any FDC Related Person may retain such an interest, option, warrant or right in contravention of Section 2.2 following the Closing Date; it being understood and agreed that, to the Knowledge of the Parties, there exists no such interest, option, warrant or right other than has been addressed by the express terms of Section 2.2(a) – (e).

8.8. Expenses. Except as set forth in Section 4.7 each of the parties hereto shall pay its own legal, accounting and other expenses (including filing fees incurred by a party with respect to any regulatory filing by such party) incident to its negotiation and preparation of this Agreement and each Ancillary Agreement and (except as expressly set forth herein or therein) the consummation of the transactions contemplated hereby and thereby.

8.9. Survival of Obligations. All representations, warranties, covenants and obligations contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

8.10. Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding any other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be communicated to any third Person (other than counsel, accountants or financial advisors). No party shall use any confidential information of any other party in any manner whatsoever except solely for the purpose of evaluating and consummating the transactions contemplated by this Agreement. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than such party, which obtained such documents without breach of any legal or fiduciary duty, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law, judicial process, or by any Governmental Body with jurisdiction in the matter, but in each case only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby or to otherwise comply with or enforce the terms of this Agreement or any Ancillary Agreement.)

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8.11. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally, by courier or facsimile transmission or mailed (first class postage prepaid) to the parties at the addresses or facsimile numbers set forth below:

If to any M&C Party, to:

M&C International

2350 Mission College Blvd., Suite 200

Santa Clara, CA 95054

Telephone: (408) 492-0034

Facsimile: (408) 492-9644

Attention: Karim Maskatiya

with a copy to:

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94304-1018

Telephone: (650) 813-5615

Facsimile: (650) 494-0792

Attention: Paul “Chip” L. Lion III

If to FDC or FDFS, to:

First Data Corporation

265 Broad Hollow Road

Melville, New York 11747

Telephone: (631) 843-6240

Facsimile: (631) 843-6639

Attention: Richard E. Aiello

         Senior Vice President

With a copy to:

First Data Corporation

10825 Old Mill Road

Omaha, Nebraska 68154

Telephone: (402) 222-5237

Facsimile: (402) 222-5256

Attention: General Counsel

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If to the Company, to:

Global Cash Access, L.L.C.

3525 East Post Road, Suite 120

Las Vegas, NV 89120

Telephone: (702) 855-3006

Facsimile: (702) 262-5039

Attention: Chief Executive Officer

The parties hereto agree that delivery of any copy shall not, by itself, be considered notice pursuant to this Section 8.11. All such notices and other communications will (x) if delivered personally or by courier to the address provided in this Section 8.11, be deemed given upon delivery, (y) if delivered by facsimile transmission to the facsimile number provided in this Section 8.11, be deemed given when receipt of transmission has been orally confirmed by the sending party, and (z) if delivered by first class or registered mail in the manner described above to the address as provided in this Section 8.11, be deemed given upon actual receipt by the party to be notified (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 8.11). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party.

8.12. Successors and Assigns. (a) Except for M&C’s and the Company’s ability to assign their respective rights under Section 2.2(a) - (e) and under the related Ancillary Agreements to an Affiliate and/or one or more third parties from whom M&C or the Company obtain financing for the purpose of consummating the transactions contemplated by this Agreement (it being understood that M&C shall retain its obligations hereunder), no party may assign its rights hereunder without the consent of the other parties;

(b) Subject to Subsection 8.12(a), this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns; provided, that any assignment hereunder shall not relieve the assigning party of its obligations hereunder. The successors and assigns hereunder shall include without limitation, the successors in interest to any party (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

8.13. Access to Records. (a) For a period of six years after the Closing Date, FDFS and their representatives shall have reasonable access to all of the books and records of the Company to the extent that such access may reasonably be required by FDFS in connection with matters relating to or affected by the operations of the Company prior to the Closing Date. Such access shall be afforded by M&C and the Company upon receipt of reasonable advance notice and during normal business hours, subject to FDC’s confirmation that it agrees to comply with its confidentiality obligation with respect to such books and records as set forth in Section 8.10. FDFS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.13 (a). If M&C, or the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period, M&C or the Company shall, prior to such disposition,

32

give FDFS a reasonable opportunity, at FDFS's expense, to segregate and remove such books and records as FDFS may select.

(b) For a period of six years after the Closing Date, M&C and its representatives shall have reasonable access to all of the books and records relating to the Company which FDFS or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by FDFS and their Affiliates upon receipt of reasonable advance notice and during normal business hours. M&C shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.13 (b). If FDFS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, FDFS shall, prior to such disposition, give M&C a reasonable opportunity, at M&C's expense, to segregate and remove such books and records as M&C may select.

8.14. Disclaimer of Warranties. No FDC Related Person makes any representations or warranties with respect to any projections, forecasts or forward-looking information related to the Company. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE CERTIFICATE DELIVERED BY FDFS PURSUANT TO SECTION 6.2, FDFS IS TRANSFERRING ITS MEMBERSHIP UNITS (AND FDFS, LLC IS TRANSFERRING ITS SHARES) ON AN "AS IS, WHERE IS" BASIS AND EACH FDC RELATED PERSON DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED. NO FDC RELATED PERSON MAKES ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER. Each of the M&C Parties and the Company acknowledges that neither any FDC Related Person nor any of their respective representatives or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts or summaries heretofore made available by any FDC Related Person or their representatives to any M&C Party or the Company or any other information which is not included in this Agreement or the Schedules hereto, and neither any FDC Related Person nor any of their respective representatives or any other Person will have or be subject to any liability to any M&C Party, any Affiliate of M&C the Company or any other Person resulting from the distribution of any such information to, or use of any such information by, any M&C Party, any Affiliate of M&C the Company or any of their respective agents, consultants, accountants, counsel or other representatives.

8.15. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto or establish any third-party beneficiary of any of the obligations of the parties set forth herein.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

FDFS HOLDINGS, LLC
By:	/s/    KIMBERLY S. PATMORE
Name:	Kimberly S. Patmore
Title:	CFO
FIRST DATA CORPORATION
By:	/s/    RICHARD E. AIELLO
Name:	Richard E. Aiello
Title:	Senior Vice President
M&C INTERNATIONAL
By:	/s/    KARIM MASKATIYA
Name:	Karim Maskatiya
Title:	President

KARIM MASKATIYA

/s/    KARIM MASKATIYA        

Karim Maskatiya

ROBERT CUCINOTTA

/s/    ROBERT CUCINOTTA        

Robert Cucinotta

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	CEO

1

EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO

THE RESTRUCTURING AGREEMENT

THIS FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT (“First Amendment”) is made this 20th day of January 2004, and amends the Restructuring Agreement dated as of December 10, 2003 (“Restructuring Agreement”) by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, and Global Cash Access, L.L.C., a Delaware limited liability company.

1. Section 7.1(e) of the Restructuring Agreement is hereby amended to replace each reference therein to the date “February 15, 2004” with the date “March 10, 2004”.

IN WITNESS WHEREOF, this First Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

FDFS HOLDINGS, LLC		FIRST DATA CORPORATION
By:	/s/    KIMBERLY S. PATMORE	By:	/s/    KIMBERLY S. PATMORE
Name:	Kimberly S. Patmore	Name:	Kimberly S. Patmore
Title:	CFO	Title:	CFO

M&C INTERNATIONAL		GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KARIM MASKATIYA	By:	/s/    KIRK SANFORD
Name:	Karim Maskatiya	Name:	Kirk Sanford
Title:	President	Title:	CEO

KARIM MASKATIYA	ROBERT CUCINOTTA
/s/    KARIM MASKATIYA	/s/    ROBERT CUCINOTTA
Karim Maskatiya	Robert Cucinotta

EX-2.3

Exhibit 2.3

SECOND AMENDMENT TO

RESTRUCTURING AGREEMENT

THIS SECOND AMENDMENT TO RESTRUCTURING AGREEMENT (“Second Amendment”) is made this 20th day of February 2004, and amends the Restructuring Agreement dated as of December 10, 2003 as amended as of January 20, 2004 (“Restructuring Agreement”), by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, Global Cash Access, L.L.C., a Delaware limited liability company, and GCA Holdings, L.L.C., a Delaware limited liability company (“GCA Holdings”).

1. GCA Holdings is hereby made a party to the Restructuring Agreement.

2. The Recitals to the Restructuring Agreement are hereby amended and restated in their entirety to read as follows:

RECITALS

WHEREAS, M&C and First Data Financial Services, L.L.C. previously formed the Company to provide certain services to Gaming Establishments (as defined herein) and/or gaming patrons at Gaming Establishments;

WHEREAS, the business of the Company has been conducted pursuant to a Limited Liability Company Agreement, dated as of July 9, 1998, as amended and restated September 10, 1998 and as further amended by Amendment No. 1 thereto dated as of September 18, 2000 (the “LLC Agreement”), among M&C, FDFS and the Company;

WHEREAS, FDFS owns 958 Membership Units (as defined herein), representing sixty-seven percent (67%) of the outstanding Membership Units of the Company, and M&C owns 472 Membership Units, representing thirty-three percent (33%) of the outstanding Membership Units of the Company;

WHEREAS, FDFS has granted M&C an option (the “M&C Option”) to purchase from FDFS 128.7 Membership Units, which represent nine percent (9%) of the Company pursuant to the Letter Agreement between FDC and M&C dated September 29, 2000 in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC;

WHEREAS, M&C and FDFS desire to restructure the ownership of the Membership Units in the Company, so that:

(a) each of M&C and FDFS shall contribute all of their Membership Units in the Company to GCA Holdings, L.L.C., a Delaware limited liability company (“GCA Holdings”) in exchange for a number of membership units in GCA Holdings (“GCA Holdings Membership Units”) equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution,

(b) FDC and M&C shall amend the M&C Option so that it becomes an option to purchase from FDFS 128.7 GCA Holdings Membership Units, which represent nine percent (9%) of GCA Holdings,

(c) M&C shall exercise the M&C Option,

(d) a third party unaffiliated with M&C shall purchase a portion of the GCA Holdings Membership Units held by M&C,

(d) all of the GCA Holdings Membership Units owned by FDFS are redeemed, and

(e) a portion of the common shares of CashCall (as defined herein) held by FDFS, LLC are redeemed by CashCall and the remainder of the common shares of CashCall held by FDFS, LLC are purchased by the Company; and

WHEREAS, in connection therewith, the parties intend to enter into this Agreement and the Ancillary Agreements (as defined herein).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

3. Effective immediately prior to the Closing, FDC and M&C hereby amend the M&C Option so that it becomes an option to purchase from FDFS 128.7 GCA Holdings Membership Units, which represent nine percent (9%) of GCA Holdings, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC.

4. Section 2.2 of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

2.2 Closing Actions. At the Closing, the parties hereto and their applicable Affiliates shall cause the following actions to take place in immediately successive steps in the following order (but all of which actions shall be deemed to take place on the Closing Date):

(a) The Final Distribution shall be completed;

(b) FDFS shall contribute to the Company or, at the Company’s discretion, to a direct or indirect subsidiary of the Company such as CCI Acquisition, LLC, all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution.

(c) M&C, FDFS and GCA Holdings shall enter into a limited liability company agreement on terms substantially identical to the current terms of the LLC Agreement of the Company. M&C and FDFS shall each contribute all of their Membership Units in the Company to GCA Holdings, and in exchange GCA Holdings shall issue to each of M&C and

FDFS a number of GCA Holdings Membership Units equal to the number of Membership Units in the Company so contributed, such that each of M&C and FDFS shall, after such contribution, own the same percentage interest in GCA Holdings after the contribution as it owned in the Company prior to the contribution. The LLC Agreement of the Company shall be amended to admit GCA Holdings as the sole member of the Company;

(d) M&C shall exercise in full the M&C Option, as amended, in exchange for a cash payment by M&C of $27,000,000, payable by a wire transfer of immediately available funds to an account designated by FDC.

(e) (i) CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. M&C shall notify FDC of the number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date; provided, however, that the number of shares to be redeemed shall not exceed one (1) without FDFS, LLC’s prior consent.

(ii) FDC shall cause FDFS, LLC to assign and transfer to the Company, and the Company shall purchase from FDFS, LLC, (A) all of the remaining common shares of CashCall held by FDFS, LLC (after giving effect to the redemption described the immediately preceding clause (i)) and (B) the indebtedness owed by CashCall as of the Closing Date to Western Union Financial Services (Canada), Inc., which prior to the Closing Date shall have been transferred by Western Union Financial Services (Canada), Inc. to FDFS, LLC, in exchange for a cash payment by the Company of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, payable by wire transfer of immediately available funds denominated in United States dollars to an account designated by FDC, and the Company shall take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such purchase and sale.

(f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in GCA Holdings after giving effect to the redemption described in Section 2.2(f).

(g) FDFS and GCA Holdings shall execute and deliver the Membership Unit Redemption Agreement, in the form attached as Exhibit B (the “Membership Unit Redemption Agreement”), and in connection therewith FDFS shall assign and transfer to GCA Holdings, and GCA Holdings shall redeem from FDFS, all of FDFS’s Membership Units in exchange for a cash payment by the Company of Four Hundred Seventy Eight Thousand Five Hundred Sixty Six Dollars and Twenty Six Cents ($478,566.26) per Membership Unit redeemed thereby (the “GCA Redemption Payment”), payable by wire transfer of immediately available funds to an

account designated by FDC, and the parties thereto shall take any other actions contemplated to be taken thereunder on the Closing Date to consummate such redemption.

(h) FDC and the Company shall execute and deliver the Sponsorship Indemnification Agreement, in the form attached as Exhibit C (the “Sponsorship Indemnification Agreement”), and in connection therewith, the Company shall cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 issued by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement.

(i) The Company and Western Union Financial Services, Inc. shall amend and restate the Network Agency Agreement by execution and delivery of the Amended and Restated Network Agency Agreement, in the form attached as Exhibit D (the “Amended and Restated Network Agency Agreement”), and the Company shall complete the related agent application form and compliance acknowledgement.

(j) The Company and Integrated Payment Systems, Inc. shall execute and deliver Amendment No. 3 to the Money Order Trust Agreement in the form attached as Exhibit E (“Amendment No. 3 to the IPS Agreement”).

(k) CashCall and Integrated Payment Systems Canada, Inc. shall execute and deliver Amendment No. 2 to the Canada Money Order Trust Agreement in the form attached as Exhibit F (“Amendment No. 2 to the Canada Money Order Trust Agreement”).

(l) The Company and TRS Recovery Services, Inc. shall execute and deliver Amendment No. 2 to the TeleCheck Marketing Agreement in the form attached as Exhibit G (“Amendment No. 2 to Marketing Agreement”).

(m) Infonox shall agree to be bound by Section 4.5 and Section 4.14 of this Agreement pursuant to a written agreement reasonably acceptable to FDC.

(n) The Company and First Financial Bank shall execute and deliver Amendment No. 1 to the ATM Sponsorship Agreement in the form attached as Exhibit J (“Amendment No. 1 to ATM Sponsorship Agreement”).

(o) M&C shall provide to FDC written evidence, in a form reasonably acceptable to FDC, evidencing the payment in full of all amounts owing under the Promissory Note issued by M&C to Bank of America, N.A. dated September 29, 2000 and subject to the Guaranty Agreement dated as of September 29, 2000 made by FDC in favor of Bank of America, N.A.

For the avoidance of doubt, the Parties agree that the aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, less applicable withholding taxes, if any, and upon completion of those transactions, no FDC Related Person shall own any equity interest, or any option, warrant or right to acquire any equity interest, in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct

the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the equity securities of the Person); it being understood and agreed that, to the Knowledge of the Parties, there exists no such Person other than has been addressed by the express terms of Section 2.2(b) – (g).

5. Section 3.1(f) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

“(f) Title. FDFS or FDFS, LLC, as applicable, has, or at the Closing will have, good and marketable title to (i) the Membership Units to be contributed to GCA Holdings pursuant to Section 2.2(b), (ii) the membership interests in CCS to be contributed to the Company pursuant to Section 2.2(c), (iii) the Membership Units to be purchased by M&C pursuant to Section 2.2(d), (iv) the shares of CashCall to be redeemed by CashCall pursuant to Section 2.2(e)(i) and the shares of CashCall to be transferred to the Company pursuant to Section 2.2(e)(ii), and (v) the Membership Units to be redeemed by the Company pursuant to Section 2.2(g), free and clear of all Encumbrances, and upon the consummation of the aforementioned contribution, purchase, transfers and redemption, the recipient, purchaser, transferee and redeemer of the same shall have obtained good and marketable title thereto, free and clear of all Encumbrances, other than Encumbrances arising from the actions of the recipient, purchaser, transferee or redeemer thereof.”

6. Section 4.7 of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

“4.7 HSR Filing. It is the express intention of the parties hereto that at all times prior to and on the Closing Date M&C (together with its owners, parents, subsidiaries and affiliates) shall hold less than one hundred percent (100%) of the outstanding Membership Units of the Company and less than one hundred percent (100%) of the outstanding Membership Units of GCA Holdings. As promptly as practicable after the date hereof, if required in order to consummate the transactions contemplated by this Agreement, M&C and FDFS shall file with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act, or any rules and regulations promulgated thereunder, with respect to the transactions contemplated hereby. Each Party warrants that all such filings by it will be, as of the date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act and any such rules and regulations. Each of the M&C Parties and FDFS agrees to make available to the other such information as each of them may reasonably request relative to its business, assets and property as may be required of each of them to file any additional information requested by such agencies under the HSR Act and any such rules and regulations. The filing fees associated with compliance with the HSR Act shall be paid 50% by M&C and 50% by FDFS; provided that in no event shall FDC be obligated to pay more than $140,000 in respect of such filing fees, and M&C shall bear any expense in excess of such amount.”

7. Section 4.18 of the Restructuring Agreement shall be amended and restated in its entirety to read as follows:

“4.18 Account Reconciliation. Prior to the Closing Date, each Company Affiliate and FDC shall reconcile outstanding accounts between each such Company Affiliate and any FDC Related Person (and, if any, among the Company Affiliates) for fees, commissions or other payments accrued as of December 31, 2003 in the ordinary course of business consistent with past practice pursuant to the Service Agreements, other commercial agreements and the FDFS monthly billings, and each of the Company and the applicable FDC Related Person shall make the payment determined pursuant to such reconciliation on or prior to the Closing Date.”

8. Section 8.7(b) of the Restructuring Agreement shall be amended so that the reference to “2.2(a) – (e)” therein is replaced with a reference to “2.2(b) – (g)”.

9. Section 8.7 of the Restructuring Agreement shall be amended by the addition of the following subsection (c):

“(c) M&C, FDFS and the Company agree that, notwithstanding any contrary provision of the LLC Agreement, the Members, acting by unanimous written consent and without the need for any action or approval by the Management Committee, shall have the authority to approve (i) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) any transaction or plan of financing involving the Company or GCA Holdings to raise debt or equity financing that is sufficient in amount to consummate the transactions contemplated by this Agreement (“Plan of Financing”), and any documents, transactions or agreements ancillary to such Plan of Financing. M&C, FDFS and the Company hereby agree that the foregoing sentence shall constitute an amendment of the LLC Agreement pursuant to Section 14.5 thereof. Subject to the provisions of Sections 5.3, 5.4, 5.5, 5.6 and 5.7, each M&C Party, the Company and GCA Holdings, jointly and severally, shall indemnify, protect and hold harmless each FDC Group Member from and against any and all Losses and Expenses, imposed in any manner upon, incurred by or asserted against such FDC Group Member in connection with or arising from the Plan of Financing, except to the extent that any such Losses and Expenses result from affirmative actions or statements by any FDC Related Person in connection with the Plan of Financing taken or made without the express request or approval of M&C or the Company (it being understood that such exception shall not apply to the omission of any statement or the failure to take any action). The covenant set forth in the preceding sentence shall be a “Special Representation” not subject to the $5,000,000 limit on liability set forth in Section 5.6(a), but rather shall be subject to the $435,600,000 limit applicable to Special Representations.”

10. Section 8.12(a) of the Restructuring Agreement shall be amended so that the reference to “2.2(a) – (e)” therein is replaced with a reference to “2.2(b) – (g)”.

11. The definition of “Company Affiliate” in the Restructuring Agreement shall be deemed also to include GCA Holdings. GCA Holdings, as an M&C and Company Affiliate shall be bound by (and a beneficiary of) the mutual releases set forth in Section 4.5 of the Restructuring Agreement and the acknowledgements set forth in Section 8.14 of the Restructuring Agreement.

12. Exhibit A to the Restructuring Agreement shall be deleted in its entirety and all references in the Restructuring Agreement to the Membership Unit Purchase Agreement shall be deleted.

13. Exhibit B to the Restructuring Agreement shall be amended and restated in its entirety as set forth in Exhibit B attached hereto.

14. Except as expressly modified hereby, all terms, conditions and provisions of the Restructuring Agreement shall continue in full force and effect. In the event of any inconsistency or conflict between the Restructuring Agreement and this Second Amendment, the terms, conditions and provisions of this Second Amendment shall govern and control.

15. This Second Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

*    *    *

IN WITNESS WHEREOF, this Second Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

FDFS HOLDINGS, LLC		FIRST DATA CORPORATION
By:	/s/    KIMBERLY S. PATMORE	By:	/s/    KIMBERLY S. PATMORE
Name:	Kimberly S. Patmore	Name:	Kimberly S. Patmore
Title:	CFO	Title:	CFO
M&C INTERNATIONAL		GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KARIM MASKATIYA	By:	/s/    KIRK SANFORD
Name:	Karim Maskatiya	Name:	Kirk Sanford
Title:	President	Title:	CEO
KARIM MASKATIYA		ROBERT CUCINOTTA
/s/    KARIM MASKATIYA		/s/    ROBERT CUCINOTTA
Karim Maskatiya		Robert Cucinotta
GCA HOLDINGS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

EXHIBIT A

THIS MEMBERSHIP UNIT REDEMPTION AGREEMENT is made and entered into as of                     ,              (this “Agreement”) by and among GCA Holdings, L.L.C., a Delaware limited liability company (“GCA”) and FDFS Holdings, LLC, a Delaware limited liability company (“FDFS”).

W I T N E S S E T H:

WHEREAS, Global Cash Access, L.L.C., a Delaware limited liability company, M&C, Karim Maskatiya, Robert Cucinotta, First Data Corporation, FDFS and GCA have executed and delivered a Restructuring Agreement dated as of December 10, 2003 and amended as of January 20, 2004 and February     , 2004 (the “Restructuring Agreement”);

WHEREAS, this Agreement is being executed and delivered in order to effect the assignment and transfer to GCA of 829.3 Common Units in the Company (the “Transferred Interests”), in return for the GCA Redemption Payment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. In this Agreement, unless otherwise specifically stated, the capitalized terms used herein shall have the respective meanings specified or referred to in the Restructuring Agreement.

2. Sale and Transfer. FDFS hereby sells, transfers, conveys, assigns and delivers to GCA, and GCA hereby redeems and purchases from FDFS, all right, title and interest of FDFS in, to or under the Transferred Interests.

3. Redemption Price. The redemption price for the Transferred Interests shall be the GCA Redemption Payment. On the date hereof, GCA shall pay FDFS the GCA Redemption Payment by wire transfer of immediately available funds to the account specified by FDFS in writing to GCA.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law doctrine.

5. Further Assurances. In connection with the consummation of the transactions contemplated by this Agreement, if any time after the date hereof GCA so requests, FDFS shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to vest or evidence in GCA the Transferred Interests. In connection with the consummation of the transactions contemplated by this Agreement, if at any time after the date hereof FDFS so requests, GCA shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to perfect the transfer of the Transferred Interests and to complete the payment of the GCA Redemption Payment.

6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

7. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Membership Unit Redemption Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

GCA HOLDINGS, L.L.C.

By:

Name:

Title:

FDFS HOLDINGS, LLC

By:

Name:

Title:

EX-2.4

Exhibit 2.4

THIRD AMENDMENT TO

RESTRUCTURING AGREEMENT

THIS THIRD AMENDMENT TO RESTRUCTURING AGREEMENT (“Third Amendment”) is made this 3rd day of March 2004, and amends the Restructuring Agreement dated as of December 10, 2003 as amended as of January 20, 2004 and February 20, 2004 (“Restructuring Agreement”), by and among M&C International, a Nevada corporation, FDFS Holdings, LLC, a Delaware limited liability company, First Data Corporation, a Delaware corporation, Karim Maskatiya, Robert Cucinotta, Global Cash Access, L.L.C., a Delaware limited liability company, and GCA Holdings, L.L.C., a Delaware limited liability company (“GCA Holdings”).

1. Section 2.2(b) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

(b) FDFS shall contribute to the Company or to the Company’s assignee, (provided that such assignee must be (i) a direct or indirect subsidiary of the Company, (ii) M&C International or one of its subsidiaries, (iii) Bank of America Corporation or one of its subsidiaries, or (iv) a combination of (i) – (iii)), all of the issued and outstanding membership interests in Casino Credit Services, LLC (“CCS”). For purposes of such contribution, CCS shall be deemed to have a fair market value of zero, and no additional equity interest will be issued to FDFS on account of such contribution.

2. Section 2.2(e)(i) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

(e) (i) CashCall shall redeem, and FDC shall cause FDFS, LLC to permit the redemption of, a portion of the 670 common shares (representing 67% of the outstanding equity interests in CashCall) of CashCall (such portion to be designated by M&C) in exchange for a cash payment by CashCall of Seventeen Thousand Five Hundred United States Dollars ($17,500) per common share, less applicable withholding taxes, payable by wire transfer of immediately available funds denominated in Canadian dollars using the nominal noon exchange rate published by the Bank of Canada on the business day immediately prior to the Closing Date to an account designated by FDC, and M&C shall cause CashCall to take and FDC shall cause FDFS, LLC to take any other actions necessary to consummate such redemption. Such redemption payment shall be accompanied by an amount (“Withholding Adjustment”) equal to

( ( (amount of redemption payment subject to withholding taxes) x 5% ) / 2 ) / 0.65

By way of illustration, assuming the redemption of 228 common shares for $3,990,000, of which $3,490,000 is subject to 5% withholding taxes, $174,500 of the $3,990,000 would be withheld for withholding taxes, but the redemption payment would be accompanied by a Withholding Adjustment equal to $134,230.76.

M&C shall notify FDC of the number of common shares of CashCall owned by FDFS, LLC to be redeemed not less than five business days prior to the Closing Date.

3. Section 2.2(f) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

(f) one or more third parties unaffiliated with M&C shall purchase from M&C, pursuant to a bona fide business transaction, a number of GCA Holdings Membership Units that represents a four and ninety-nine hundredths (4.99%) or greater equity interest in GCA Holdings after giving effect to the redemption described in Section 2.2(g).

4. The paragraph immediately following Section 2.2(o) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

For the avoidance of doubt, the Parties agree that the aggregate amount payable to FDFS and FDFS, LLC pursuant to Sections 2.2(b) – (g) (including the GCA Redemption Payment) shall total $435,600,000, less applicable withholding taxes, if any (in each case, pursuant to Section 2.2(e)(i)), and plus applicable Withholding Adjustment, if any, and upon completion of those transactions, no FDC Related Person shall own any equity interest, or any option, warrant or right to acquire any equity interest, in the Company or any other Person which, directly or indirectly, is owned or controlled by the Company (where “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the equity securities of the Person); it being understood and agreed that, to the Knowledge of the Parties, there exists no such Person other than has been addressed by the express terms of Section 2.2(b) – (g).

5. Section 3.1(f) of the Restructuring Agreement is hereby amended and restated in its entirety to read as follows:

“(f) Title. FDFS or FDFS, LLC, as applicable, has, or at the Closing will have, good and marketable title to (i) the Membership Units to be contributed to GCA Holdings pursuant to Section 2.2(c), (ii) the membership interests in CCS to be contributed to the Company pursuant to Section 2.2(b), (iii) the Membership Units to be purchased by M&C pursuant to Section 2.2(d), (iv) the shares of CashCall to be redeemed by CashCall pursuant to Section 2.2(e)(i) and the shares of CashCall to be transferred to the Company pursuant to Section 2.2(e)(ii), and (v) the Membership Units to be redeemed by the Company pursuant to Section 2.2(g), free and clear of all Encumbrances, and upon the consummation of the aforementioned contribution, purchase, transfers and redemption, the recipient, purchaser, transferee and redeemer of the same shall have obtained good and marketable title thereto, free and clear of all Encumbrances, other than Encumbrances arising from the actions of the recipient, purchaser, transferee or redeemer thereof.”

6. Paragraph (d) of Exhibit H to the Restructuring Agreement and paragraph (f) of Exhibit I to the Restructuring Agreement are hereby deleted in their entirety.

7. Except as expressly modified hereby, all terms, conditions and provisions of the Restructuring Agreement shall continue in full force and effect. In the event of any inconsistency or conflict between the Restructuring Agreement and this Third Amendment, the terms, conditions and provisions of this Third Amendment shall govern and control.

8. This Third Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Third Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

FDFS HOLDINGS, LLC		FIRST DATA CORPORATION
By:	/s/    RICHARD E. AIELLO	By:	/s/    RICHARD E. AIELLO
Name:	Richard E. Aiello	Name:	Richard E. Aiello
Title:	Authorized Person	Title:	Sr. Vice President
M&C INTERNATIONAL		GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KARIM MASKATIYA	By:	/s/    KIRK SANFORD
Name:	Karim Maskatiya	Name:	Kirk Sanford
Title:	President	Title:	President
KARIM MASKATIYA		ROBERT CUCINOTTA
/s/    KARIM MASKATIYA		/s/    ROBERT CUCINOTTA
Karim Maskatiya		Robert Cucinotta
GCA HOLDINGS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

EX-2.5

Exhibit 2.5

SECURITIES PURCHASE AND EXCHANGE AGREEMENT

BY AND AMONG

GCA HOLDINGS, L.L.C.

THE PURCHASERS NAMED HEREIN

M & C INTERNATIONAL

BANK OF AMERICA CORPORATION

AND

THE OTHER PERSONS NAMED HEREIN

April 21, 2004

TABLE OF CONTENTS

		Page
Section 1.	Exchange and Purchase Transaction	2
1A.	Authorization	2
1B.	Exchange Transactions	2
1C.	Purchase Transaction	2
1D.	Closing	3
1E.	Purchase Price	3
Section 2.	Conditions of the Obligations of the Purchasers at the Closing	3
2A.	Representations and Warranties	3
2B.	Covenants	4
2C.	Proceedings	4
2D.	Material Adverse Effect	4
2E.	Restated Operating Agreement	4
2F.	Registration Agreement	4
2G.	Stockholders Agreement	4
2H.	Investor Rights Agreement	4
2I.	Noncompetition Agreements	4
2J.	Amendment to Senior Credit Agreement	4
2K.	Opinion of the Company’s and the Seller’s Counsel	5
2L.	Filings	5
2M.	Third Party Consents and Approvals	5
2N.	Closing Documents	5
2O.	Expenses	5
2P.	No Default	6
2Q.	GCA LLC Agreement	6
2R.	Option Agreement	6
2S.	Technology Side Letter	6
2T.	Financial Statements Letter Agreement	6
Section 3.	Conditions of the Obligations of the Company and the Seller at the Closing	6
3A.	Representations and Warranties	6
3B.	Covenants	6
3C.	Proceedings	6
3D.	Restated Operating Agreement	7
3E.	Registration Agreement	7
3F.	Stockholders Agreement	7
3G.	Investor Rights Agreement	7
3H.	Governmental Consents and Approvals	7
3I.	Opinion of Purchasers’ Special Counsels	7
3J.	Closing Documents	7
3K.	Amendment to Senior Credit Agreement	7
Section 4.	Pre-Closing Covenants and Agreements	7
4A.	General	7

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4B.	Third Party Notices and Consents	8
4C.	Governmental Notices and Consents	8
4D.	Operation of Business	8
4E.	Access	8
4F.	Notice of Material Developments	8
4G.	Exclusivity	9
4H.	Tax Matters	9
Section 5.	Representations and Warranties of the Seller	9
5A.	Organization, Corporate Power and Licenses	9
5B.	Equity Interests and Related Matters	9
5C.	Subsidiaries; Investments	10
5D.	Authorization	11
5E.	Noncontravention	11
5F.	Financial Statements	11
5G.	Accounts Receivable	12
5H.	Product Warranty	12
5I.	No Material Adverse Effect	12
5J.	Absence of Certain Developments	12
5K.	Assets	13
5L.	Tax Matters	14
5M.	Contracts and Commitments	15
5N.	Intellectual Property Rights	18
5O.	Litigation, etc.	19
5P.	Brokerage	19
5Q.	Insurance	19
5R.	Employees	20
5S.	ERISA	20
5T.	Compliance with Laws; Licenses	21
5U.	Affiliated Transactions	21
5V.	Customers	22
5W.	Real Property	22
5X.	Off-Balance Sheet Financing	22
5Y.	Closing Date and Conversion Date	22
Section 6.	Certain Additional Representations and Warranties of the Seller	23
6A.	Capacity; Power and Authority	23
6B.	Authorization	23
6C.	Noncontravention	23
6D.	Title to Interests, etc.	23
6E.	Brokerage	23
6F.	Closing Date and Conversion Date	23
Section 7.	Representations and Warranties of the Purchasers	24
7A.	Organization, Power and Authority	24
7B.	Authorization	24
7C.	Noncontravention	24
7D.	Brokerage	24
7E.	Purchase Entirely for Own Account	24
7F.	Disclosure of Information	24
7G.	Investment Experience	25

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7H.	Accredited Investor	25
7I.	Restricted Securities	25
7J.	Closing Date	25
Section 8.	Indemnification and Other Agreements	25
8A.	Survival of Representations and Warranties	25
8B.	General Indemnification	26
8C.	Press Release and Announcements	29
8D.	Non-Compete; Non-Solicitation	29
8E.	Intellectual Property Rights Protection	30
8F.	Further Assurances	31
8G.	Certain Tax Matters	31
8H.	Dispute Resolution	31
8I.	Key-Man Policies	31
8J.	Conversion to Corporation	32
Section 9.	Definitions	33
Section 10.	Termination	38
10A.	Termination	38
10B.	Effect of Termination	38
Section 11.	Miscellaneous	39
11A.	Fees and Expenses	39
11B.	Remedies	39
11C.	Consent to Amendments	39
11D.	Successors and Assigns	39
11E.	Severability	39
11F.	Counterparts	40
11G.	Descriptive Headings; Interpretation	40
11H.	Entire Agreement	40
11I.	No Third-Party Beneficiaries	40
11J.	Schedules	40
11K.	Governing Law	40
11L.	Notices	41
11M.	No Strict Construction	41
11N.	Knowledge	41
11O.	Understanding Among the Purchasers	42

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EXHIBITS AND SCHEDULES

Exhibit A	-	Restated Operating Agreement
Exhibit B	-	Registration Agreement
Exhibit C	-	Form of Stockholders Agreement
Exhibit D	-	Form of Investor Rights Agreement
Exhibit E	-	Form of Noncompetition Agreement
Exhibit F	-	Form of Bank Amendment
Exhibit G	-	Opinion of Counsel for the Company and the Seller
Exhibit H	-	Form of GCA LLC Agreement
Exhibit I	-	Form of CCS Option Agreement
Exhibit J	-	Form of Technology Side Letter
Exhibit K	-	Opinion of Counsels for the Purchasers
Exhibit L	-	Certificate of Conversion
Exhibit M	-	Certificate of Incorporation
Exhibit N	-	Bylaws
Exhibit O	-	Conversion Date Legal Opinion
Exhibit P	-	Form of Financial Statements Letter Agreement

Disclosure Schedules:

Schedule of Purchasers

Noncompetition Agreement Schedule

Capitalization Schedule

Investments and Subsidiaries Schedule

Restrictions Schedule

Financial Statements Schedule

Accounts Receivable Schedule

Product Warranty Schedule

Developments Schedule

Assets Schedule

Taxes Schedule

Contracts Schedule

Intellectual Property Schedule

Litigation Schedule

Brokerage Schedule

Insurance Schedule

Employees Schedule

Employee Benefits Schedule

Compliance Schedule

Licenses Schedule

Affiliated Transactions Schedule

Customers Schedule

Real Property Schedule

Off-Balance Sheet Financing Schedule

Seller Capitalization Schedule

Brokerage Schedule

Key-Man Life Insurance Schedule

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GCA HOLDINGS, INC.

SECURITIES PURCHASE AND EXCHANGE AGREEMENT

THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2004, by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. as contemplated herein (the “Company”), the Persons listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”), M&C International, a Nevada corporation (the “Seller”), Bank of America Corporation, a Delaware corporation (“BofA”), and, for purposes of Section 8 hereof and as otherwise expressly set forth herein, Karim Maskatiya and Robert Cucinotta (each, a “Founder” and collectively, the “Founders”). The Company, the Purchasers, the Seller and the Founders are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in Section 9 below.

WHEREAS, the Company desires to reconstitute its capital structure through the exchange of certain outstanding Common Units of the Company having the rights set forth in the Existing Operating Agreement (the “Common Units”) held by the Seller for certain newly issued Class A Preferred Units and Class B Preferred Units of the Company having the rights set forth in the Restated Operating Agreement (collectively, the “Preferred Units”) to be issued by the Company (the “Exchange”);

WHEREAS, immediately following the consummation of the Exchange, the Seller will own all of the issued and outstanding Preferred Units and substantially all of the outstanding Common Units and the Founders will continue to own substantially all of the Seller’s issued and outstanding capital stock ;

WHEREAS, the Purchasers desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, all of the Preferred Units issued to the Seller upon the Exchange on the terms and conditions set forth herein; and

WHEREAS, effective as of the day immediately following the Closing Date, the Parties shall cause the Company to be converted from a limited liability company to a corporation organized under the laws of Delaware (the “Conversion”), and in connection therewith the Company’s outstanding Class A Common Units shall be exchanged for and converted into shares of the Company’s Class A Common Stock, par value $.01 per share, having the rights set forth in the Certificate of Incorporation (the “Class A Common Stock”), the Company’s outstanding Class B Common Units shall be exchanged for and converted into shares of the Company’s Class B Common Stock, par value $.01 per share, having the rights set forth in the Certificate of Incorporation (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), the Company’s outstanding Class A Preferred Units shall be exchanged for and converted into shares of the Company’s Class A Preferred Stock, par value $.01 per share, having the rights set forth in the Certificate of Incorporation (the “Class A Preferred Stock”), and the Company’s outstanding Class B Preferred Units shall be exchanged for and converted into the Company’s Class B Preferred Stock, par value $.01 per share, having the rights set forth in the Certificate of Incorporation (the “Class B Preferred Stock” and, together with the Class A Preferred Stock, the “Preferred Stock”).

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein and intending to be legally bound, the Parties hereby agree as follows:

Section 1. Exchange and Purchase Transaction.

1A. Authorization.

(i) On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 3 below, the Company shall authorize and the Existing Members shall approve the amendment and restatement of the Company’s Existing Operating Agreement in substantially the form of Exhibit A attached hereto (as so amended and restated, the “Restated Operating Agreement”). The Restated Operating Agreement shall be duly executed by the Company and the Existing Members on or prior to the Closing Date and shall be in full force and effect under the laws of the State of Delaware as of the Closing.

(ii) On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 3 below, the Company shall authorize the issuance to (a) the Seller of an aggregate of 220.055 Class A Common Units, 244.0 Class A Preferred Units and 58.5 Class B Preferred Units, each having the rights and preferences set forth in the Restated Operating Agreement, in exchange for 522.555 Common Units held by the Seller (the “Seller Exchanged Units”), and (b) BofA of an aggregate of 24.37 Class A Common Units and 3.075 Class B Common Units, each having the rights and preferences set forth in the Restated Operating Agreement, in exchange for 27.445 Common Units held by BofA (the “BofA Exchanged Units”).

1B. Exchange Transactions. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 3 below, each of the Company, the Seller and BofA agrees to and shall consummate, at the Closing, the following transactions (the “Exchange Transactions”):

(i) the Company shall issue and deliver to the Seller the 220.055 Class A Common Units, 244.0 Class A Preferred Units and 58.5 Class B Preferred Units and in exchange the Seller shall transfer and deliver to the Company the Seller Exchanged Units for cancellation; and

(ii) the Company shall issue and deliver to BofA the 24.37 Class A Common Units and 3.075 Class B Common Units and in exchange BofA shall transfer and deliver to the Company the BofA Exchanged Units for cancellation. The Seller hereby consents to BofA’s delivery of certificates representing the BofA Exchanged Units, provided that the Class A Common Units and the Class B Common Units issued in exchange therefore shall be delivered to the Seller as “Additional Pledged Collateral” pursuant to the pledge agreements to which the BofA Exchanged Units are subject.

1C. Purchase Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 2 below, each of the Purchasers and the Seller agrees to and shall consummate, at the Closing and immediately after the Exchange Transactions, the following transaction (the “Purchase Transaction”): the Seller shall sell to each Purchaser, and each Purchaser shall purchase from the Seller, the number of Class A Preferred Units and the number of Class B Preferred Units set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto upon payment of immediately available funds in the manner set forth in Paragraph 1D(ii) below.

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1D. Closing. The closing of each of the Exchange Transactions and the Purchase Transaction (the “Closing”) shall take place at the offices of Morrison & Foerster LLP, 755 Page Mill Road, Palo Alto, California 94304-1018, with the Exchange Transactions occurring at 10:00 a.m., local time, and the Purchase Transaction occurring immediately thereafter at 10:01 a.m., local time, within two (2) business days after the satisfaction or waiver of the conditions to Closing set forth in Section 2 and Section 3 hereof (other than those conditions to be satisfied at the Closing), or such other date and time as to which the Parties hereto agree in writing. The date and time of Closing is referred to herein as the “Closing Date.” The Exchange Transactions and the Purchase Transaction shall each constitute a separate transaction hereunder. At the Closing, the Parties shall consummate the transactions contemplated by this Agreement in the following manner and in the following order:

(i) The Seller shall deliver to the Company unit certificates representing the Seller Exchanged Units together with a duly executed assignment of the Seller Exchanged Units, and the Company will deliver to the Seller unit certificates representing 220.055 Class A Common Units, 244.0 Class A Preferred Units and 58.5 Class B Preferred Units.

(ii) BofA shall deliver to the Company unit certificates representing the BofA Exchanged Units together with a duly executed assignment of the BofA Exchanged Units, and the Company will deliver to BofA unit certificates representing 24.37 Class A Common Units and 3.075 Class B Common Units.

(iii) Each Purchaser shall deliver to the Seller such Purchaser’s portion of the Final Purchase Price allocable to such Purchaser as set forth on the Schedule of Purchasers attached hereto by wire transfer of immediately available funds to an account designated by the Seller, and the Seller shall deliver to the Purchasers the unit certificates representing 244.0 Class A Preferred Units and 58.5 Class B Preferred Units, together with a duly executed assignment of such Preferred Units, in form and substance reasonably satisfactory to the Purchasers. The Purchasers shall deliver such unit certificate to the Company and the Company shall deliver to each Purchaser a unit certificate representing the Preferred Units purchased by each such Purchaser.

(iv) Each Purchaser shall execute and deliver a counterpart signature page to the Restated Operating Agreement and shall become a member of the Company in accordance with the terms of the Restated Operating Agreement and will be entitled to all of the rights, and subject to all of the obligations, of a member thereunder as provided therein.

1E. Purchase Price. The aggregate purchase price for the Preferred Units to be purchased by the Purchasers in the Purchase Transaction (the “Final Purchase Price”) shall be an amount equal to $316,400,000.

Section 2. Conditions of the Obligations of the Purchasers at the Closing. The obligation of the Purchasers to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction (or waiver by the Purchasers) as of the Closing of the following conditions:

2A. Representations and Warranties. The representations and warranties contained in Section 5 (other than the representations and warranties contained in the first sentence of Paragraph 5I) and Section 6 hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Closing, and the representations and warranties contained in Section 5 (other than the representations and warranties contained in the first sentence of Paragraph 5I) and Section 6 hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of

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the Closing, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Company or the Seller to the Purchasers pursuant to Paragraph 4F below).

2B. Covenants. The Company, the Seller and BofA shall have performed in all material respects all of the covenants and agreements required to be performed by the Company and the Seller hereunder prior to the Closing.

2C. Proceedings. No suit, action or other proceeding shall be pending or threatened before any Governmental Entity in which it is sought to restrain or prohibit the transactions contemplated hereby or that could reasonably be expected to have a Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.

2D. Material Adverse Effect. Since December 31, 2003, there shall have been no material adverse change or development in the business, operations, assets, liabilities (except for the incurrence of the Senior Debt and the Senior Notes), Licenses, financial condition (except for the incurrence of the Senior Debt and the Senior Notes), operating results, cash flow or employee, customer or supplier relations of the Company and its Subsidiaries taken as a whole that (i) resulted from or was caused by an Extraordinary Event and (ii) shall adversely impact the Company’s consolidated revenues or earnings by more than 20% for the 30 day period following the date of this Agreement.

2E. Restated Operating Agreement. The Company and the Existing Members shall have duly executed and delivered the Restated Operating Agreement, and the Restated Operating Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2F. Registration Agreement. The Company and the Existing Members shall have duly executed and delivered a registration agreement in substantially the form of Exhibit B attached hereto (the “Registration Agreement”), and the Registration Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2G. Stockholders Agreement. The Company and the Existing Members shall have duly executed and delivered a stockholders agreement in substantially the form of Exhibit C attached hereto (the “Stockholders Agreement”), and the Stockholders Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2H. Investor Rights Agreement. The Company and the Seller shall have duly executed and delivered an investor rights agreement in substantially the form of Exhibit D attached hereto (the “Investor Rights Agreement”), and the Investor Rights Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2I. Noncompetition Agreements. The Company and each of the Persons set forth on the Noncompetition Agreement Schedule attached hereto shall have duly executed and delivered a non-competition and non-solicitation agreement in substantially the form of Exhibit E attached hereto (collectively, the “Noncompetition Agreements”), and the Noncompetition Agreements shall be in full force and effect as of the Closing and shall not have been amended or modified and shall not provide for or require the payment of any consideration to such parties.

2J. Amendment to Senior Credit Agreement. Amendment No. 1 to the Senior Credit Agreement in substantially the form of Exhibit F attached hereto shall have been duly executed and delivered by the parties thereto (the “Bank Amendment”), and the Bank Amendment shall be in full force and effect as of the Closing and shall not have been amended or modified.

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2K. Opinion of the Company’s and the Seller’s Counsel. The Purchasers shall have received from Morrison & Foerster LLP, counsel for the Company and the Seller, an opinion in substantially the form of Exhibit G attached hereto, which shall be addressed to the Purchasers and dated as of the Closing Date and in form and substance reasonably satisfactory to the Purchasers.

2L. Filings. The Parties shall have made all filings required to be made by the Parties and shall have obtained all Licenses and other authorizations and consents required to be obtained under all applicable Laws (including federal, state and local gaming-related Laws) to consummate the transactions contemplated by this Agreement in compliance with such Laws, in each case on terms and conditions satisfactory to each Purchaser, and any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Hart-Scott-Rodino Act”), shall have expired or been terminated (collectively, the “Governmental Approvals”).

2M. Third Party Consents and Approvals. The Company and the Seller shall have obtained all member and third party consents and approvals that are necessary for the consummation of the transactions contemplated hereby or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement or document identified with a pound sign (#) on the attached Contracts Schedule (collectively, the “Required Third Party Approvals”), in each case on terms and conditions reasonably satisfactory to each Purchaser.

2N. Closing Documents. At the Closing, the Company and the Seller shall have delivered to the Purchasers all of the following documents:

(i) a certificate from an officer of the Company and the Seller, dated as of the Closing Date, stating that each of the conditions specified in Section 1 and this Section 2 has been satisfied;

(ii) copies of the Certificate of Formation and operating agreement (or similar governing documents) of each of the Company and its Subsidiaries in effect as of the Closing Date, certified by the Secretary of State of the applicable state of formation, in the case of Certificates of Formation, and certified by an officer of the Company or its Subsidiaries, in the case of operating agreements (or similar governing documents);

(iii) copies of all Required Third Party Approvals and Governmental Approvals (including all filings with gaming regulatory agencies and the waiver by Bank of America Corporation of its co-sale rights pursuant to Section 10.10 of the Existing Operating Agreement);

(iv) good standing certificates of each of the Company and its Subsidiaries from its jurisdiction of organization and, to the extent practicable, in each jurisdiction in which it is qualified to do business as a foreign entity, in each case dated as of a recent date prior to the Closing Date; and

(v) a certificate duly executed by the Seller certifying that the Seller is not a foreign person, in the form provided in Treasury Regulation Section 1.1445-2(b)(2)(iii).

2O. Expenses. At the Closing, the Company shall have paid or reimbursed the Purchasers for their fees and expenses as provided in Paragraph 11A below.

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2P. No Default. At the Closing, no Default or Event of Default (each, as defined in the Indenture or the Senior Credit Agreement, as applicable) shall exist or be continuing under the Indenture or the Senior Credit Agreement, and no such Default or Event of Default shall arise as a result of the consummation of the transactions contemplated herein.

2Q. GCA LLC Agreement. The Company shall have duly executed and delivered a third amended and restated limited liability company agreement for GCA in substantially the form of Exhibit H attached hereto (the “GCA LLC Agreement”), and the GCA LLC Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2R. Option Agreement. The Seller shall have duly executed and delivered to the Purchasers an option agreement in substantially the form of Exhibit I attached hereto (the “CCS Option Agreement”), and the CCS Option Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

2S. Technology Side Letter. GCA, USAPS, USAP, Infonox, Karim Maskatiya and Robert Cucinotta shall have duly executed and delivered a letter agreement relating to certain technology in substantially the form of Exhibit J attached hereto (the “Technology Side Letter”), and the Technology Side Letter shall be in full force and effect as of the Closing and shall not have been amended or modified.

2T. Financial Statements Letter Agreement. The Seller shall have duly executed and delivered a letter agreement regarding financial statements in substantially the form of Exhibit P attached hereto (the “Financial Statements Letter Agreement”), and the Financial Statements Letter Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

Any condition specified in this Section 2 may be waived by the Purchasers, provided that no such waiver will be effective unless it is set forth in a writing executed by the Purchaser against whom it is to be enforced.

Section 3. Conditions of the Obligations of the Company and the Seller at the Closing. The obligation of the Company and the Seller to consummate the transactions contemplated hereby at the Closing is subject to the satisfaction (or waiver by the Seller and the Company) as of the Closing of the following conditions:

3A. Representations and Warranties. The representations and warranties contained in Section 7 hereof shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Purchasers to the Company or the Seller pursuant to Paragraph 4F).

3B. Covenants. The Purchasers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing.

3C. Proceedings. No suit, action or other proceeding shall be pending before any Governmental Entity in which it is sought to restrain or prohibit the transactions contemplated hereby (other than any such suit, action or proceeding brought by any of the Parties against any of the other Parties), and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.

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3D. Restated Operating Agreement. The Purchasers shall have duly executed and delivered the Restated Operating Agreement, and the Restated Operating Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

3E. Registration Agreement. The Purchasers shall have duly executed and delivered the Registration Agreement, and the Registration Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

3F. Stockholders Agreement. The Purchasers shall have duly executed and delivered the Stockholders Agreement, and the Stockholders Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

3G. Investor Rights Agreement. The Purchasers shall have duly executed and delivered the Investor Rights Agreement, and the Investor Rights Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

3H. Governmental Consents and Approvals. The Parties shall have obtained all Governmental Approvals that are required for the consummation of the transactions contemplated hereby, and the waiting period under the Hart-Scott-Rodino Act shall have expired or been terminated. The Company shall have obtained all Required Third Party Approvals; provided that if the Purchasers waive the delivery of any such Required Third Party Approval required to be delivered pursuant to Paragraph 2M, each of the Company and the Seller shall be deemed to have waived the delivery of such Required Third Party Approval required to be delivered pursuant to this Paragraph 3H.

3I. Opinion of Purchasers’ Special Counsels. The Seller and the Company shall have received from each of Kirkland & Ellis LLP, special counsel to the Summit Investors, and the in-house counsel to the Tudor Investors, an opinion in substantially the form of Exhibit K attached hereto regarding the authorization and execution of this Agreement and the other agreements contemplated herein by the Purchasers, as applicable, which shall be addressed to the Seller and the Company and dated as of the Closing Date.

3J. Closing Documents. At the Closing, each Purchaser shall have delivered to the Company and the Seller an officer’s certificate, dated as of the Closing Date, stating that each of the conditions specified in this Section 3 has been satisfied.

3K. Amendment to Senior Credit Agreement. The Bank Amendment shall have been duly executed and delivered by the administrative agent thereunder.

Any condition specified in this Section 3 may be waived by the Company and the Seller, provided that no such waiver will be effective unless it is set forth in a writing executed by the Company and the Seller.

Section 4. Pre-Closing Covenants and Agreements. Each of the Parties agrees as follows with respect to the period between the date of this Agreement and the Closing (and, in the case of Paragraph 4H below, between the date of this Agreement and the Conversion Date):

4A. General. Each of the Parties shall use reasonable best efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in Sections 2 and 3 above). At the Closing, the applicable Parties shall execute and deliver the Restated Operating Agreement, the Registration Agreement, the Noncompetition Agreements, the Stockholders Agreement, the Investor Rights Agreement, the Bank Amendment, the GCA LLC Agreement, the Option Agreement, the Technology Side Letter and the other agreements and instruments

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contemplated hereby to be executed and delivered at the Closing. The Founders shall cause the Seller to perform and comply with all of its obligations hereunder prior to and at the Closing.

4B. Third Party Notices and Consents. The Seller and the Company shall use reasonable best efforts to give all required notices to third parties and obtain all required third party consents in connection with the matters contemplated by this Agreement.

4C. Governmental Notices and Consents. Each of the Parties shall give any notices to, make any filings with, and use reasonable best efforts to obtain, any authorizations, consents and approvals of Governmental Entities that are required as of the Closing in connection with the matters contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain an early termination of the waiting period under the Hart-Scott-Rodino Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith, and the Company shall pay all filing and other fees related to any filings under the Hart-Scott-Rodino Act. The Summit Investors shall promptly reimburse the Company for the amount of the Hart-Scott-Rodino filing fees paid by the Company on their behalf in the event that this Agreement is terminated pursuant to Section 10.

4D. Operation of Business. The Company shall, and shall cause its Subsidiaries to, operate their business only in the usual and ordinary course of business consistent in all material respects with its Licenses and with past practice and use reasonable best efforts to preserve the goodwill and organization of their business and the relationships with their customers, vendors, employees and other business relations. Without limiting the generality of the foregoing, prior to the Closing, the Company shall not (and shall not permit any of its Subsidiaries to) take or omit to take any action that is reasonably within the Company’s control that would require disclosure under Paragraph 5J below or that would otherwise result in a breach of any of the representations, warranties or covenants made by the Company or the Seller in this Agreement. Notwithstanding the foregoing, nothing in this Paragraph 4D shall prohibit the Company from taking any action or omitting to take any action as required or as expressly contemplated by this Agreement.

4E. Access. Subject to compliance with the terms of any confidentiality or nondisclosure agreement among the Parties, the Company shall afford, and cause its officers, directors, employees, attorneys, accountants and other agents to afford, to the Purchasers and their respective accounting, legal and other representatives, reasonable access at reasonable times and during normal business hours to the personnel of the Company and any of its Subsidiaries and to business, financial, legal, tax, compensation and other data and information concerning the affairs and operations of the Company and any of its Subsidiaries.

4F. Notice of Material Developments. Each Party shall give prompt written notice to the other Parties of (i) any variances in any of its representations or warranties contained in Sections 5, 6 or 7 below, as the case may be and (ii) any breach of any covenant hereunder by such Party. No such disclosure by any Party pursuant to this Paragraph 4F, however, shall be deemed to cure any breach of any representation or warranty or covenant of such Party contained herein for purposes of determining the fulfillment of the conditions set forth in Paragraph 2A or Paragraph 3A, as applicable, as of the Closing; provided, however, that if the Closing occurs, for purposes of determining the accuracy of the representations and warranties contained in Sections 5 and 6 and the liability of the Seller with respect thereto under Paragraph 8B(i) or the accuracy of the representations and warranties contained in Section 7 and the liability of the Purchasers with respect thereto under Paragraph 8B(ii), the Schedules attached hereto shall be deemed to include all information contained in any supplement or amendment thereto made prior to the Closing to the extent such supplement or amendment discloses facts, events or circumstances that did not exist on the date hereof and that would have been required to be disclosed on one or more of the Schedules attached hereto if such information was in existence as of the date hereof.

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4G. Exclusivity. From and after the date hereof and continuing until the termination of this Agreement pursuant to Section 10, the Company and the Seller will not (and will cause their members, stockholders, directors, managers, employees, representatives, Affiliates and advisors not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than the Purchasers in connection with the transactions contemplated hereby) or enter into any agreement or accept any offer relating to or consummate any (a) reorganization, liquidation, dissolution or recapitalization of the Company or any of its Subsidiaries or the Seller, (b) merger or consolidation involving the Company or any of its Subsidiaries or the Seller, (c) purchase or sale of any material assets (other than in the ordinary course of business consistent with past practice) or equity securities (or any rights to acquire, or securities convertible into or exchangeable for, any such equity securities) of the Company or any of its Subsidiaries or the Seller, or (d) similar transaction or business combination involving the Company or any of its Subsidiaries or the Seller or their respective businesses or assets (each of the foregoing transactions described in clauses (a) through (d), a “Company Transaction”) or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than the Purchasers) to do or seek to do any of the foregoing. The Company, its Affiliates and the Seller agree to notify the Purchasers immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction.

4H. Tax Matters. None of the Seller, the Company nor any of its Subsidiaries shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or its Subsidiaries, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company or any of its Subsidiaries or the Purchasers.

Section 5. Representations and Warranties of the Seller. As a material inducement to the Purchasers to enter into this Agreement and purchase the Preferred Units hereunder, the Seller hereby represents and warrants to the Purchasers as follows (and, notwithstanding the qualification of any representation or warranty to the Company’s knowledge, the Company shall bear no liability for any inaccuracy or breach of any of the following representations or warranties):

5A. Organization, Corporate Power and Licenses. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a Material Adverse Effect. After the Conversion, the Company shall be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and shall be qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a Material Adverse Effect

5B. Equity Interests and Related Matters.

(i) As of the date hereof and immediately prior to the Closing and without giving effect to the Restated Operating Agreement, the authorized and outstanding membership interests of the Company consist and shall consist of 550 Common Units, held beneficially and of record by the Existing Members as set forth on the Capitalization Schedule attached hereto. Immediately following the Closing (and after giving effect to the Exchange Transactions and the Purchase Transaction), the outstanding membership interests of the Company shall consist of

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(a) 244.425 Class A Common Units and 3.075 Class B Common Units held beneficially and of record by the Existing Members as set forth on the attached Capitalization Schedule attached hereto and (b) 244.0 Class A Preferred Units and 58.5 Class B Preferred Units held beneficially and of record by the Purchasers. Immediately following the Conversion, the authorized, issued and outstanding capital stock of the Company shall be as set forth on the Capitalization Schedule attached hereto. Except as set forth on the attached Capitalization Schedule, the Company does not have outstanding any equity or other securities convertible into or exchangeable for any membership or other equity interests or containing any profit participation features, nor any rights or options to subscribe for or to purchase any membership interests or securities convertible into or exchangeable for its membership or other equity interests or any appreciation rights or phantom equity-type plans. The Seller has not granted any option or other right to any other Person to purchase or acquire any of the Seller’s Units or any rights therein (other than pursuant to this Agreement).

(ii) The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any membership interests or any warrants, options or other rights to acquire its membership interests, other than as expressly provided in or contemplated by this Agreement or as set forth on the Capitalization Schedule attached hereto. There are no statutory or contractual preemptive rights or rights of first refusal or other similar restrictions with respect to the issuance of the Preferred Units (other than any of the foregoing which have been terminated or otherwise cancelled as of the Closing). Except for (i) the Restated Operating Agreement, (ii) the documents, agreements and instruments governing the Senior Debt and Senior Notes with respect to “change-in-control” provisions and the appointment of Independent Directors (as defined therein), (iii) the Membership Unit Purchase Agreement among the Company, Seller and Bank of America Corporation dated as of March 10, 2004 (the “Membership Unit Purchase Agreement”) and the documents, agreements and instruments referenced therein, there are no agreements or understandings between or among the Existing Members or among any other Persons with respect to the voting or transfer of the Company’s membership interests or with respect to any other aspect of the Company’s governance.

(iii) The Company has not violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its member interests.

5C. Subsidiaries; Investments. The attached Investments and Subsidiaries Schedule sets forth the name of each Subsidiary of the Company, the jurisdiction of its incorporation and the Persons owning the outstanding capital stock or other ownership interests of such Subsidiary. Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would be reasonably expected to have a Material Adverse Effect. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary (other than QuikPlay) are owned by the Company or another Subsidiary free and clear of any Encumbrance and not subject to any option or right to purchase any such shares, except, in the case of QuikPlay as set forth in the Limited Liability Company Agreement of QuikPlay dated as of December 6, 2000. Except as set forth on the Investments and Subsidiaries Schedule, neither the Company nor any Subsidiary has any obligation to make any additional Investments in any Person. No Subsidiary of the Company has authorized or outstanding any securities convertible into or exchangeable for any of its equity securities or containing profit participation features, or any rights (whether contract rights or otherwise) or options to subscribe for or to purchase or otherwise acquire its equity securities or any securities convertible into or

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exchangeable for its equity securities or any appreciation rights or phantom equity-type plans. No Subsidiary of the Company is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire its equity securities. Neither the Company nor any of its Subsidiaries has granted any option or other right to any other Person to purchase or acquire any equity securities of any Subsidiary.

5D. Authorization. The execution, delivery and performance of this Agreement, the Registration Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party, the consummation of the Exchange Transactions and the Purchase Transaction hereunder and the amendment and restatement of the Existing Operating Agreement and the consummation of all of the other transactions contemplated hereby (including the consummation of the Conversion on the Conversion Date) have been duly authorized by the Company and, to the extent required under the Existing Operating Agreement or otherwise, its managers and members. This Agreement, the Restated Operating Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors and general principles of equity).

5E. Noncontravention. Except for all third party consents and approvals that are necessary for the consummation of the transactions contemplated hereby or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement or document identified with an asterisk (*) on the attached Contracts Schedule (collectively, the “Third Party Approvals”) and except as set forth on the attached Restrictions Schedule, the execution and delivery by the Company of this Agreement, the Registration Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the consummation of the Exchange Transactions and the Purchase Transaction hereunder, the amendment and restatement of the Existing Operating Agreement, the consummation of the Conversion and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien or Encumbrance upon the Company’s or any of its Subsidiaries’ membership or other ownership interests or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Entity pursuant to, the Existing Operating Agreement, or any Law to which the Company or any of its Subsidiaries is subject, or any order, judgment or decree or any Material Contract (other than contracts deemed to be “Material Contracts” under clauses (o), (p) and (r) of Paragraph 5M), except for any filing, notice or authorization required pursuant to the Hart-Scott-Rodino Act.

5F. Financial Statements. Attached hereto as the Financial Statements Schedule are the following financial statements (the “Financial Statements”):

(i) the audited consolidated balance sheets of GCA as of December 31, 2002 and December 31, 2003 and the related statements of income and cash flows (or the equivalent) for the fiscal years then ended (the audited consolidated balance sheet of GCA as of December 31, 2003, the “Latest Audited Balance Sheet”); and

(ii) the unaudited consolidated balance sheet of GCA as of February 29, 2004 (the “Latest Balance Sheet”) and the related statements of income and cash flows (or the equivalent) for the two-month period then ended.

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Each of the foregoing Financial Statements (including the notes thereto, if any) presents fairly in all material respects the financial condition and results of operations and cash flows of GCA and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject, in the case of the unaudited Financial Statements, to normal year-end audit adjustments) and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and normal year-end audit adjustments). Except as set forth and described on the attached Financial Statements Schedule and except for entering into the agreements relating to the Senior Debt, the Company has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets other than its membership interest in GCA, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.

5G. Accounts Receivable. Except as set forth on the attached Accounts Receivable Schedule, all accounts and settlement receivables reflected on the Latest Balance Sheet or to be reflected on the Company’s books and records as of the Closing Date are or shall be bona fide receivables arising in the ordinary course of business and, to the Seller’s knowledge and the Company’s knowledge, shall not subject to any valid counterclaims or setoffs except for chargebacks in the ordinary course of business in amounts consistent with past practices.

5H. Product Warranty. Except as set forth on the attached Product Warranty Schedule, neither the Company nor any of its Subsidiaries has been notified in writing of any claims for (and the Company has no knowledge of any threatened claims for) any extraordinary or material warranty obligations relating to any of its products or services.

5I. No Material Adverse Effect. Since December 31, 2003, there has occurred no fact, event or circumstance which has had or would reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities (except for the incurrence of the Senior Debt and the Senior Notes), Licenses, financial condition (except for the incurrence of the Senior Debt and the Senior Notes), operating results, cash flow or employee, customer or supplier relations of the Company and its Subsidiaries (taken as a whole). Since December 31, 2003, the Company and each of its Subsidiaries has conducted its business only in the ordinary course of business and consistent in all material respects with its Licenses and with past practice, other than (as the same relates to past practice) the incurrence of the Senior Debt and the Senior Notes and the consummation of the transaction contemplated in the Restructuring Agreement.

5J. Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries has:

(i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes);

(ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership

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interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement);

(iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes;

(iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement;

(v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes;

(vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice;

(vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance;

(viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals;

(ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business;

(x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or

(xi) agreed to do any of the foregoing.

5K. Assets.

(i) Except as set forth on the attached Assets Schedule, the Company and its Subsidiaries have good and valid title to, a valid leasehold interest in, or a valid license to use, the material properties and assets, tangible or intangible, used by them, located on their premises or shown on the Latest Balance Sheet or acquired thereafter (the “Assets”), free and clear of all Liens, except for properties and assets disposed of in the ordinary course of business since the

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date of the Latest Balance Sheet and except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) and Permitted Encumbrances.

(ii) Except as set forth on the attached Assets Schedule, the tangible Assets are in good condition and repair in all material respects (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Company’s or its Subsidiaries’ business. Except as set forth on the attached Assets Schedule, the Assets constitute all of the assets, properties and rights, whether tangible or intangible, necessary for the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted.

5L. Tax Matters. Except as set forth on the Taxes Schedule attached hereto:

(i) The Company and each of its Subsidiaries has timely filed all material Tax Returns required to be filed by it and each such Tax Return has been prepared in compliance in all material respects with all applicable laws and regulations and is true and correct in all material respects;

(ii) All Taxes payable by the Company and its Subsidiaries with respect to periods or portions of periods ending on or before the Closing Date have been paid when due (or, if due on or after the Closing Date, will be properly accrued on the Company’s books and records) and, to the Company’s knowledge, the Company and its Subsidiaries have properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any member, employee, creditor, independent contractor or other third party;

(iii) There are no (and there have not been any) actions, suits, proceedings or audits or any notices of inquiry with respect to any of the foregoing pending against or with respect to the Company or any Subsidiary regarding Taxes and, to the Company’s knowledge, no action, suit, proceeding or audit is currently threatened against or with respect to the Company or any Subsidiary regarding Taxes;

(iv) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax allocation or Tax sharing agreement, has any current or potential contractual obligation to indemnify any other Person with respect to Taxes, or has any liability for the Taxes of any Person, as a transferee or successor, by contract, or otherwise;

(v) To the Company’s knowledge, no claim has ever been made by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by such jurisdiction;

(vi) Neither the Company nor any of its Subsidiaries has consented to extend the time, or is the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority;

(vii) Neither the Company nor any of its Subsidiaries will be required (i) as a result of a change in method of accounting for a Tax period, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign Tax law) in taxable income for any such Tax period or (ii) as a result of any “closing agreement,” as

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described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax law), to include any item of income or exclude any item of deduction from any Tax period;

(viii) Neither the Company nor any of its Subsidiaries has any permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States and such foreign country; and

(ix) The Company has been a partnership or disregarded entity, and each Subsidiary (other than CashCall Systems, Inc. and Global Cash Access Finance Corporation) has been a partnership or disregarded entity, for federal and all applicable state and local Tax purposes, in each case since the date of its formation.

5M. Contracts and Commitments.

(i) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, the attached Intellectual Property Schedule, the attached Employees Schedule or the attached Employee Benefits Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any written or oral:

(a) pension, profit sharing, equity option or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement or practice, whether formal or informal, involving the payment of consideration in excess of $10,000 to any individual;

(b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;

(c) contract with a casino or other gaming establishment that is listed on the Customers Schedule attached hereto;

(d) contract with a provider of vault cash;

(e) contract or other agreement with First Data Corporation, FDFS Holdings, LLC or any of their Affiliates that restricts or otherwise impairs the business of the Company or any of its Subsidiaries or that involves payments by or payments to the Company or any of its Subsidiaries of amounts in excess of $100,000 in any twelve-month period;

(f) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual cash or other compensation in excess of $150,000 or providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby;

(g) contract under which it has advanced or loaned monies in excess of $250,000 individually or in the aggregate to any other Person (other than advances to its employees in the ordinary course of business consistent with past practice);

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(h) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company or any of its Subsidiaries or any letter of credit arrangements;

(i) guaranty of any obligation for borrowed money or otherwise (other than endorsements made for collection in the ordinary course of business);

(j) lease or agreement under which it is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $250,000;

(k) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it, except for the placement and operation of cash access machines at gaming establishments in the ordinary course of business;

(l) inbound or outbound license, royalty, indemnification, assignment or other agreement relating to Intellectual Property Rights, except for a royalty-free license of off-the-shelf, unmodified, commercially available software for use (but not redistribution) by the Company or any of its Subsidiaries having an aggregate value for all related licenses thereof of less than $75,000;

(m) nondisclosure or confidentiality agreements (other than those entered into in the ordinary course of business with customers, suppliers, employees and potential business partners);

(n) contract or group of related contracts with the same party or group of affiliated parties for the purchase of supplies, products, equipment or other personal property or for the receipt of services under which the undelivered balance of such products and services has a selling price in excess of $250,000;

(o) contract or group of related contracts with the same party or group of affiliated parties for the sale of supplies, products, equipment or other personal property or for the furnishing of services under which the undelivered balance of such products or services due from it has a selling price in excess of $250,000, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below;

(p) material contract relating to the marketing, sale, advertising or promotion of its products or services, other than contracts with gaming establishments entered into in the ordinary course of the Company’s business, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below;

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(q) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments;

(r) assignment, license, indemnification or other agreement with respect to any intangible property (excluding Intellectual Property Rights and excluding indemnification provisions in contracts with gaming establishments entered into in the ordinary course of the Company’s business, which contracts need not be listed on the Contracts Schedule but shall be subject to the representations and warranties in subparagraph 5M(ii) below);

(s) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights), other than pursuant to the Membership Unit Purchase Agreement;

(t) material broker, agent, sales representative or distribution agreement or agreement relating to the export and/or import of any goods or equipment;

(u) power of attorney or other similar agreement or grant of agency;

(v) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;

(w) contract or agreement with any Governmental Entity (other than in the ordinary course of business as are usual and customary with respect to the Company’s business); or

(x) other agreement which is material to its operations or business prospects or involves an annual consideration in excess of $250,000, whether or not in the ordinary course of business.

(ii) All of the contracts, agreements and instruments set forth or required (except in the case of clauses (o), (p) and (r) set forth above) to be set forth on the attached Contracts Schedule (each, a “Material Contract”) are valid, binding and enforceable in accordance with their respective terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors and general principles of equity). Each of the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in default under or in breach of, in each case, in any material respect, nor in receipt of any written claim of such default or breach under any Material Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, in any material respect, by the Company or any of its Subsidiaries under any such Material Contract; neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing on a timely basis all such material obligations required to be performed by the Company or any of its Subsidiaries under any such Material Contract; and neither the Company nor any of its Subsidiaries has any knowledge of any cancellation or anticipated cancellation or any breach, in each case, in any material respect, by the other parties to any Material Contract.

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(iii) The Purchasers’ special counsel has been supplied with a true and complete copy of each of the written Material Contracts (except for contracts deemed to be “Material Contracts” under clauses (o), (p) and (r) of subparagraph (i) above) and an accurate description of each of the oral Material Contracts (except for contracts deemed to be “Material Contracts” under clauses (o), (p) and (r) of subparagraph (i) above).

(iv) Except as set forth on the Contracts Schedule, the Company and its Subsidiaries currently provide or obtain from third parties all products and services that are material to the Company’s business that were previously provided by First Data Corporation, FDFS Holdings, LLC or any of their affiliates prior to the consummation of the transactions contemplated in the Restructuring Agreement; and since the consummation of the transactions contemplated in the Restructuring Agreement, there has been no disruption in the Company’s or its Subsidiaries’ businesses as a result of the transition of the services previously provided by First Data Corporation, FDFS Holdings, LLC or any of their affiliates to other providers.

5N. Intellectual Property Rights.

(i) The attached Intellectual Property Schedule contains a complete and accurate list and description of all (a) patented or registered Intellectual Property Rights owned by or held primarily for the use of the Company or any of its Subsidiaries, (b) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Company or any of its Subsidiaries, and (c) material unregistered Intellectual Property Rights owned or held primarily for use by the Company or any of its Subsidiaries. The Company owns and possesses sufficient title to and ownership of, or has sufficient valid and enforceable, unexpired written licenses or rights to, all Intellectual Property Rights necessary for the operation of its business as presently conducted and as presently proposed to be conducted (including products and services in development). Without limiting the generality of the foregoing, and except for the Active Payment Platform owned by Infonox on the Web, the Company or one of its Subsidiaries owns and possesses all right, title and interest in and to all Intellectual Property Rights created or developed by or under the direction or supervision of any of the Company’s or its Subsidiaries’ employees or independent contractors relating to the business of the Company or its Subsidiary, as applicable. It is not and will not be necessary for the continued operation of the Company’s and its Subsidiaries’ businesses as currently conducted to utilize any Intellectual Property Rights of (A) any of the Company’s or its Subsidiaries’ employees or independent contractors developed, invented or made prior to their employment by or other relationship with the Company or its Subsidiaries, or (B) Seller or its Affiliates (other than the Company and its Subsidiaries), except in each case for any such Intellectual Property Rights that have previously been assigned without restriction or encumbrance to the Company or one of its Subsidiaries or are the subject of a written, unexpired, valid and enforceable license agreement to the Company and its Subsidiaries. To the Company’s knowledge, there are no material bugs or defects in any of the software, hardware, or network equipment used in the Company’s and its Subsidiaries’ businesses, and all such hardware and network is in good operating condition.

(ii) Except as set forth on the attached Intellectual Property Schedule, (a) to the Seller’s knowledge, there have been no claims made against the Company or any of its Subsidiaries asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights owned or used by the Company or its Subsidiaries, (b) neither the Company nor

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any Subsidiary has received any notices of any infringement or misappropriation by any third party with respect to any Intellectual Property Rights (including any demand or request that the Company or any Subsidiary license any rights from a third party), (c) the conduct of the Company’s and its Subsidiaries’ businesses has not infringed upon or misappropriated and will not (when conducted in the same manner as currently conducted) infringe or misappropriate with any Intellectual Property Rights of other Persons, and (d) to the Company’s knowledge, the Intellectual Property Rights owned by or licensed to the Company or any Subsidiary have not been infringed or misappropriated by other Persons. The transactions contemplated by this Agreement will have no adverse effect on the Company’s right, title or interest in and to the Intellectual Property Rights listed on the Intellectual Property Schedule and all of such Intellectual Property Rights shall be owned or available for use by the Company on substantially identical terms and conditions immediately after the Closing.

(iii) No employee of First Data Corporation or any of its Subsidiaries or Affiliates (other than employees of the Company and its Subsidiaries) has made an inventive contribution in the development of any software or other technology used in the Company’s or its Subsidiaries’ businesses as currently conducted. No confidential or proprietary information of First Data Corporation or any of its Subsidiaries or Affiliates (except for confidential or proprietary information solely relating to the Company and its Subsidiaries) was used in the development of or otherwise incorporated into any software or other technology used in the Company’s or its Subsidiaries’ businesses as currently conducted.

5O. Litigation, etc. Except as set forth on the attached Litigation Schedule, there are no actions, suits, proceedings, orders, investigations or material claims (and in the past three years there have not been any actions, suits, proceedings, orders, investigations or material claims involving an amount in excess of $150,000) pending or, to the Company’s knowledge, threatened in writing against or affecting in any material respect the Company or any of its Subsidiaries (or to the Company’s knowledge, pending or threatened in writing against any of the officers or managers of the Company or any of its Subsidiaries with respect to their business activities on behalf of the Company or any of its Subsidiaries), or pending or threatened in writing by the Company or any of its Subsidiaries against any Person, at law or in equity, or before or by any Governmental Entity; and neither the Company nor any of its Subsidiaries is subject to any arbitration proceedings or, to the Company’s knowledge, any governmental investigations or inquiries. Except as set forth thereon, the Company and its Subsidiaries are fully insured with respect to each of the matters set forth on the attached Litigation Schedule. Neither the Company nor any of its Subsidiaries is subject to any judgment, order or decree of any court or other Governmental Entity.

5P. Brokerage. Except as set forth on the Brokerage Schedule, neither the Company nor any of its Subsidiaries is party to or subject to any agreement or arrangement relating to brokerage commissions, finders’ fees or similar compensation payable by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

5Q. Insurance. The attached Insurance Schedule contains a brief description of each insurance policy maintained by the Company or its Subsidiaries with respect to their respective properties, assets and business, and each such policy is in full force and effect. Neither the Company nor any of its Subsidiaries has received notice of any breach or default with respect to any such policy. Except as set forth on the attached Insurance Schedule, neither the Company nor its Subsidiaries have any co-insurance programs, and neither the Company nor any Subsidiary has deposited, into escrow or otherwise, any amounts in reserve for self-insurance purposes.

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5R. Employees. To the Company’s knowledge, except as set forth on the attached Employees Schedule, no executive or key employee of the Company or any of its Subsidiaries and no group of employees of the Company or any of its Subsidiaries has any plans to terminate employment with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any material labor relations problems. The Company and its Subsidiaries have complied in all material respects with all applicable laws related to the employment of labor and have complied with all applicable laws related to the licensing of employees under its applicable Licenses. None of the Company or any of its Subsidiaries or, to the Company’s knowledge, any of their respective key employees or consultants is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement in conflict with the present or proposed business activities of the Company or its Subsidiaries or such Person’s duties to the Company or one of its Subsidiaries, except for agreements between the Company and its Subsidiaries and their respective present and former employees. Substantially all employees and consultants of the Company and its Subsidiaries have executed and delivered to the Company or its Subsidiaries an agreement providing for (i) the nondisclosure by such Person of any confidential information of the Company or its Subsidiaries, and (ii) the assignment or license by such Person to the Company or its Subsidiaries of certain Intellectual Property Rights (an “Inventions Agreement”). No current employee or consultant of the Company or its Subsidiaries has, pursuant to an agreement described in clause (ii) of the preceding sentence, excluded works or inventions that pertain to the Company’s or its Subsidiaries’ businesses made prior to his or her employment with the Company or its Subsidiaries from any Inventions Agreement between the Company or its Subsidiaries and such Person. Except as set forth on the attached Employees Schedule, to the Company’s knowledge, no executive or key employee of the Company or any of its Subsidiaries receives any salary, bonus, consulting fee or other compensation from any Person other than the Company and its Subsidiaries.

5S. ERISA. The Employee Benefits Schedule attached hereto sets forth a complete and correct list of all “employee benefit plans” (as such term is defined in Section 3(3) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all other material employee benefit plans, programs or arrangements of any kind that are maintained, sponsored or contributed to by the Company, or with respect to which the Company has any liability or potential liability (each an “Employee Benefit Plan”). The Company has provided to the Purchasers’ special counsel complete and correct copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (Form 5500, with all applicable attachments), and all related trust agreements, insurance contracts, and other funding arrangements that implement each Employee Benefit Plan. Each Employee Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in accordance in all material respects with its terms and complies in form and in operation with all applicable requirements of ERISA, the Code and other applicable Laws. With respect to each Employee Benefit Plan, all premiums, contributions or other payments (including all employer contributions and employee salary reduction contributions) that are due have been made on a timely basis and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a determination from the IRS that such Employee Benefit Plan is so qualified, and nothing has occurred since the date of such determination that could reasonably be expected to adversely affect the qualification of such Employee Benefit Plan. Neither the Company nor any entity that is treated as a single employer with the Company for purposes of Section 414 of the Code (“ERISA Affiliate”) maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to (i) any “defined benefit plan” as defined in Section 3(35) of ERISA, (ii) any “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii) any employee benefit plan, program or arrangement that provides for post-retirement medical, life insurance or other welfare-type benefits (other than health continuation coverage required by COBRA).

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5T. Compliance with Laws; Licenses. Except as set forth on the attached Compliance Schedule:

(i) The Company and its Subsidiaries have complied in all material respects and are in compliance in all material respects with applicable Laws of all Governmental Entities relating to the operation of their businesses and the maintenance and operation of their properties and assets. No written notices have been received by and no material claims have been filed or threatened against the Company or any of its Subsidiaries alleging a violation of any such Laws. Neither the Company nor any of its Subsidiaries has at any time made any bribes, kickback payments, unlawful compensation payments or other similar payments of cash or other consideration (but excluding any advancement of commissions or signing bonuses payable to gaming establishments as inducements to enter into or extend the terms of contracts in the ordinary course of business, provided that no such payments are unlawful), including payments to any business relations for purposes of doing business with such Persons.

(ii) The Company and its Subsidiaries hold and are in compliance in all material respects with all Licenses of or from Governmental Entities required for the conduct of their businesses as presently conducted and the ownership of their properties, and the attached Licenses Schedule sets forth a list of all Licenses which are material to the Company’s and its Subsidiaries’ business. Neither the Company nor any of its Subsidiaries is required to obtain any “gaming” license from any Governmental Entity. No written notices have been received by the Company or any of its Subsidiaries alleging the failure to hold any licenses which are material to the Company’s and its Subsidiaries’ business. All of such Licenses will be available for use by the Company and its Subsidiaries immediately after the Closing.

(iii) No License, qualification, finding of suitability, registration or filing with any Governmental Entity is required to be obtained prior to the Closing by the Purchaser in connection with the execution and delivery of this Agreement by the Company and the Seller, the performance of their obligations hereunder or the consummation of the transactions contemplated herein, except as set forth on the attached Licenses Schedule.

(iv) With respect to the Company’s and its Subsidiaries’ sponsorship in the MasterCard International and Visa U.S.A. card associations: (a) neither the Company nor any of its Subsidiaries’ participation therein has been revoked, suspended, terminated or canceled, (b) neither the Company nor any of its Subsidiaries has been fined thereunder, (c) no fine or other penalty has been levied against the Company or any of its Subsidiaries thereunder and (d) to the best of the Company’s knowledge, there is no basis that the Company or any of its Subsidiaries is exposed to any material liability or disadvantage relating to their participation therein or any basis for the termination of their participation therein.

5U. Affiliated Transactions. Except as set forth on the attached Affiliated Transactions Schedule, no officer, director, member, employee or Affiliate of the Company or its Subsidiaries or, to the Company’s knowledge, any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns any beneficial interest, is a party to any agreement, contract, commitment or transaction with the Company or its Subsidiaries or has any interest in any property used by the Company or its Subsidiaries (including any Intellectual Property Rights). None of the Seller, the Founders or any of their Affiliates receive any compensation or other monetary benefit in connection with the Amended and Restated Agreement for Electronic Payment Processing among Global Cash Access, L.L.C. (“GCA”), USA Payment Systems (“USAPS”) and USA

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Payments (“USAP”); the Professional Services Agreement between GCA and Infonox on the Web (“Infonox”); the Consulting Agreement between QuikPlay, LLC (“QuikPlay”) and Infonox; the Development Agreement between QuikPlay and Infonox; the Patent License Agreement between GCA and USAP; and the Amended and Restated Software License Agreement between GCA and Infonox (each as set forth on the Contracts Schedule) other than by virtue of their ownership interest in USAPS and Infonox. The owners of record and beneficially of all of the outstanding equity interests of each of USAPS, USAP and Infonox and their respective holdings are set forth on the Affiliated Transactions Schedule. Except as set forth on the Affiliated Transactions Schedule, no employee of the Company or any of its Subsidiaries receives any compensation from any Affiliates of the Seller or the Founders (other than the Company and its Subsidiaries).

5V. Customers. The Customers Schedule attached hereto sets forth a list of the top 10 customers of the Company and its Subsidiaries by dollar volume of purchases for each of the years ended December 31, 2002 and December 31, 2003. Neither the Company nor its Subsidiaries has received any written notice from any customer listed on the Customers Schedule to the effect that such customer intends to exercise its right to terminate or fail to renew its agreement with the Company or its Subsidiaries.

5W. Real Property. Neither the Company nor any of its Subsidiaries owns any real property. The Real Property Schedule attached hereto sets forth a list of all of the leases, subleases and licenses (“Leases”) of real property (the “Leased Real Property”) in which the Company or any of its Subsidiaries has a leasehold, subleasehold and licensed interest, excluding the Company’s rights to install and operate equipment on the premises of its gaming establishment customers in the ordinary course of business. The Company or its Subsidiaries hold a valid and existing leasehold, subleasehold or license interest under each of the Leases. Except for the Leased Real Property, there is no real property which is leased by the Company or its Subsidiaries or otherwise used by the Company or its Subsidiaries in the Company’s or its Subsidiaries’ businesses.

5X. Off-Balance Sheet Financing. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar contract (including any contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s consolidated financial statements, or is otherwise a party to any arrangement described in Section 303(a)(4) of Regulation S-K promulgated by the SEC. The Company’s vault cash arrangements are excluded from the scope of this representation and warranty.

5Y. Closing Date and Conversion Date. The representations and warranties of the Seller contained in this Section 5 (other than the representations and warranties contained in the first sentence of Paragraph 5I) and elsewhere in this Agreement and all information contained in any Exhibit, Schedule or attachment hereto or in any certificate or other writing delivered by or on behalf of the Company or the Seller to the Purchasers pursuant to this Agreement shall be true and correct on the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties. The representations and warranties of the Seller contained in Paragraphs 5A, 5B, 5E and 5T shall be true and correct on the Conversion Date as though then made and as though the Conversion Date was substituted for the date of this Agreement throughout such representations and warranties.

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Section 6. Certain Additional Representations and Warranties of the Seller. As a material inducement to the Purchasers to enter into this Agreement and purchase the Preferred Units hereunder, the Seller hereby further represents and warrants to the Purchasers as follows:

6A. Capacity; Power and Authority. The Seller possesses all requisite capacity, power and authority necessary to enter into and perform its obligations under this Agreement. The issued and outstanding capital stock of Seller is held of record and beneficially as set forth on the Seller Capitalization Schedule attached hereto.

6B. Authorization. This Agreement and all other agreements contemplated hereby to which the Seller is a party, when executed and delivered by the Seller in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors and general principles of equity).

6C. Noncontravention. Subject to the receipt of all Third Party Approvals, the execution and delivery by the Seller of this Agreement and all other agreements contemplated hereby to which the Seller is a party, the consummation of the Conversion and the fulfillment of and compliance with the respective terms hereof and thereof by the Seller, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Seller’s Units pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Entity prior to the Closing pursuant to, any Law (in the case of federal securities laws, subject to the accuracy of the representations and warranties of the Purchasers contained herein) to which the Seller is subject, or any agreement, instrument order, judgment or decree to which the Seller is subject, except for any filing, notice or authorization required pursuant to the Hart-Scott-Rodino Act.

6D. Title to Interests, etc. After the Exchange Transactions, the Seller will be the record and beneficial owner of, and will have good and marketable title to, 302.50 Preferred Units, free and clear of all Liens, agreements (other than this Agreement, the Registration Agreement and the Stockholders Agreement), voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (collectively, “Encumbrances”) other than Encumbrances arising from securities laws, and any gaming-related laws restricting the sale of such securities to certain known offenders. At the Closing, the Seller shall sell to the Purchasers good and marketable title to such Preferred Units free and clear of all Encumbrances, except for Encumbrances arising from agreements to which any Purchaser (and not Seller) is a party, securities laws and any other laws governing a Purchaser’s business or operations.

6E. Brokerage. Except as set forth on the attached Brokerage Schedule, neither the Seller nor any of its Affiliates is a party to or subject to any arrangement or agreement relating to any brokerage commissions, finders’ fees or similar compensation payable by any Purchaser or the Company in connection with the transactions contemplated by this Agreement.

6F. Closing Date and Conversion Date. The representations and warranties of the Seller contained in this Section 6 shall be true and correct on the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties. The representations and warranties of the Seller contained in Paragraph 6C shall be true and correct on the Conversion Date as though then made and as though the Conversion Date was substituted for the date of this Agreement throughout such representations and warranties.

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Section 7. Representations and Warranties of the Purchasers. As a material inducement to the Company and the Seller to enter into this Agreement and consummate the transactions contemplated hereby, each Purchaser, severally with respect to itself only and not jointly with respect to any of the other Purchasers, hereby represents and warrants to the Company and the Seller as follows:

7A. Organization, Power and Authority. Such Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Purchaser possesses all requisite power and authority necessary to enter into and carry out the transactions contemplated by this Agreement.

7B. Authorization. The execution, delivery and performance of this Agreement and all of the other agreements contemplated hereby to which such Purchaser is a party and the purchase of the Preferred Units by such Purchaser have been duly authorized by such Purchaser. This Agreement and all other agreements contemplated hereby to which such Purchaser is a party, when executed and delivered by such Purchaser in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Purchaser, enforceable in accordance with its terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors and general principles of equity).

7C. Noncontravention. The execution and delivery by such Purchaser of this Agreement and all other agreements contemplated hereby to which such Purchaser is a party, the purchase of the Preferred Units hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by such Purchaser, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) give any third party the right to modify, terminate or accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Entity prior to the Closing pursuant to, any Law (other than gaming-related Laws) to which such Purchaser is subject, the organizational documents of such Purchaser or any agreement, instrument, order, judgment or decree to which such Purchaser is subject, except for any filing, notice or authorization required pursuant to the Hart-Scott-Rodino Act.

7D. Brokerage. There are no claims for brokerage commissions, finders’ fees or similar compensation payable by the Company or the Seller in connection with the transactions contemplated by this Agreement based on any arrangement or agreement to which such Purchaser is a party or to which such Purchaser is subject.

7E. Purchase Entirely for Own Account. The Preferred Units to be received by such Purchaser hereunder and the Common Units issuable upon conversion thereof (collectively, the “Securities”) are being acquired for investment for such Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act. The acquisition by each Purchaser of any of the Securities shall constitute confirmation of the representation by each such Purchaser that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

7F. Disclosure of Information. Such Purchaser represents that it has had an opportunity to ask questions and receive answers from the Seller and the Company regarding the terms and conditions of the offering of the Preferred Units and the business, properties, prospects and financial condition of the Company.

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7G. Investment Experience. Such Purchaser is an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Preferred Units. Such Purchaser acknowledges that any investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

7H. Accredited Investor. Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, as presently in effect.

7I. Restricted Securities. Such Purchaser understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. Such Purchaser understands that the Securities have not been and, subject to the Registration Agreement, will not be registered under the Securities Act and have not been and, subject to the Registration Agreement, will not be registered or qualified in any state in which they are offered, and thus the Purchaser will not be able to resell or otherwise transfer its Securities unless they are registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. Such Purchaser has no immediate need for liquidity in connection with this investment and does not anticipate that it will be required to sell its Securities in the foreseeable future.

7J. Closing Date. The representations and warranties contained in this Section 7 shall be true and correct on the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties.

Section 8. Indemnification and Other Agreements.

8A. Survival of Representations and Warranties. The representations and warranties in this Agreement and the Schedules attached hereto or in any writing delivered by any Party to another Party in connection with this Agreement shall survive the Closing as follows:

(i) the representations and warranties in Paragraph 5L (Tax Matters) shall terminate when the applicable statutes of limitations with respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus thirty (30) days;

(ii) the representations and warranties in Paragraph 5N (Intellectual Property Rights) shall terminate on the second anniversary of the Closing;

(iii) the representations and warranties in Paragraph 5B(i) and (ii) (Equity Interests and Related Matters), Paragraph 5C (Subsidiaries; Investments), Paragraph 5D (Authorization), Paragraph 6A (Capacity; Power and Authority), Paragraph 6B (Authorization), Paragraph 6D (Title to Interests), Paragraph 7A (Organization, Power and Authority) and Paragraph 7B (Authorization) shall not terminate; and

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(iv) all other representations and warranties in this Agreement and the Schedules attached hereto or in any writing delivered by any Party to another Party in connection with this Agreement shall terminate on the later of (a) the first anniversary of the Closing or (b) the date that is thirty (30) days following the Purchasers’ receipt of the Company’s audited consolidated financial statements for the calendar year ended December 31, 2004;

provided that any representation or warranty in respect of which indemnity may be sought under Paragraph 8B, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Paragraph 8A if notice of the inaccuracy or breach or alleged inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time (regardless of when Losses in respect thereof may actually be incurred). The representations and warranties in this Agreement and the Schedules attached hereto or in any writing delivered by any Party to another Party in connection with this Agreement shall survive for the periods set forth in this Paragraph 8A and shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any Party, or the knowledge of any Party’s officers, directors, members, employees or agents or the acceptance by any Party of any certificate or opinion hereunder.

8B. General Indemnification.

(i) Indemnification by the Seller. The Seller Parties, jointly and severally, shall indemnify each of the Purchaser Parties and save and hold each of them harmless against any Losses which any such Purchaser Party may suffer, sustain or become subject to, as a result of or relating to or by virtue of: (a) any breach of any representation or warranty of the Seller under this Agreement or any of the Schedules attached hereto or in any of the certificates or other instruments or documents furnished by the Company or any Seller Party pursuant to this Agreement; (b) any nonfulfillment or breach of any covenant or agreement by the Company or the Seller under this Agreement or any of the Schedules attached hereto required to be performed or complied with by the Company or the Seller at or prior to the Closing; (c) any nonfulfillment or breach of any covenant or agreement by any Seller Party under this Agreement or any of the Schedules attached hereto required to be performed or complied with by any Seller Party after the Closing; and (d) any Losses relating to Item 3 on the Litigation Schedule attached hereto; provided that the Seller Parties shall not have any liability under (x) clause (a) above (other than with respect to Losses relating to a breach of any of the Specified Representations and Warranties) unless the aggregate of all Losses relating thereto for which the Seller Parties would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to one-percent (1%) of the Final Purchase Price (and then the Seller Parties shall be liable for all such Losses), or (y) under clause (d) above until the aggregate of all Losses incurred by the Company related thereto exceeds on a cumulative basis an amount equal to $2,500,000 (and then the Seller Parties shall be liable only for such excess); and provided further that the Seller Parties shall not have any liability under clause (a) above (other than with respect to Losses relating to a breach of any of the Specified Representations and Warranties) for any individual item where the Loss relating to such item is less than $100,000 (but with it being understood, however, that all Losses reasonably related to claims arising out of the same or substantially common facts, events or circumstances shall be considered an individual item for purposes of this proviso) and none of such Losses shall be aggregated for purposes of the first proviso to this Paragraph 8B(i); and provided further that the Seller Parties’ aggregate liability under clause (a) above (other than with respect to Losses relating to a breach of any of the Specified Representations and

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Warranties) shall in no event exceed ten-percent (10%) of the Final Purchase Price (but with it being understood, however, that nothing in this Agreement (including this Paragraph 8B) shall limit or restrict any of the Purchaser Parties’ right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or fraud); and provided further that the Seller Parties’ aggregate liability under clause (a) above with respect to Losses relating to a breach of any of the Specified Representations and Warranties shall in no event exceed the Final Purchase Price. All indemnification payments under this Paragraph 8B(i) shall be deemed to be adjustments to the Final Purchase Price.

(ii) Indemnification by the Purchasers. Each Purchaser shall, with respect to the representations, warranties, covenants and agreements made by such Purchaser and not with respect to the representations, warranties, covenants and agreements made by any of the other Purchasers, indemnify the Seller Parties and hold them harmless against any Losses which the Seller Parties may suffer, sustain or become subject to, as a result of or relating to or by virtue of: (a) any breach of any representation or warranty of such Purchaser under this Agreement or in any of the certificates or other instruments or documents furnished by such Purchaser pursuant to this Agreement; or (b) any nonfulfillment or breach of any covenant or agreement by such Purchaser under this Agreement. All indemnification payments under this Paragraph 8B(ii) shall be deemed to be adjustments to the Final Purchase Price.

(iii) Manner of Payment. Any indemnification of the Purchaser Parties or the Seller Parties pursuant to this Paragraph 8B shall be effected by wire transfer of immediately available funds from the Seller Parties or the Purchasers, as the case may be, to an account designated by any Purchaser Party or Seller Party, as the case may be, within 30 days after the determination thereof. Any such indemnification payments shall include interest at a rate per annum equal to 1.47% (the “Applicable Rate”), calculated on the basis of the actual number of days elapsed over 360, from the date any such Loss is suffered or sustained to the date of payment.

(iv) Defense of Third Party Claims. Any Person making a claim for indemnification under this Paragraph 8B (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing in reasonably available detail the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor is obligated to be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that, prior to the Indemnitor assuming control of such defense it shall first verify to the Indemnitee in writing that such Indemnitor shall not dispute that such claim is subject to indemnification under this Section 8; and provided further, that:

(1) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees

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and expenses of such separate counsel shall be borne by the Indemnitee (other than any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnitor);

(2) the Indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the reasonable fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation with respect to the Indemnitee; (B) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental to or would materially injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; or (E) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and

(3) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, with prejudice.

(v) Certain Waivers and Consents. Each Seller Party hereby agrees that he or it shall not make any claim for indemnification against the Company or any of its Subsidiaries (whether pursuant to the Existing Operating Agreement or the Restated Operating Agreement or any indemnification or other agreement existing between the Company and such Seller Party or under applicable law or otherwise) by reason of the fact that he or it is or was a member, manager, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a partner, manager, member, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Purchaser Parties against such Seller Party pursuant to this Agreement, and each Seller Party hereby acknowledges and agrees that he or it shall have no claims or right to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by such Seller Party pursuant to this Paragraph 8B (with it being understood, however, that nothing in this Paragraph 8B(v) shall constitute a waiver by such Seller Party of any claims against any other Person). Except for liabilities arising in the ordinary course under the agreements set forth on the Affiliated Transactions Schedule and the payment of “Permitted Tax Distributions” under the Existing Operating Agreement and the Restated Operating Agreement, effective upon the Closing, each of the Seller Parties hereby irrevocably waives, releases and discharges the Company and its Subsidiaries from any and all liabilities and obligations to such Seller Party of any kind or nature whatsoever, whether in its capacity as a member, manager, stockholder, officer or director of the Company or any of its Subsidiaries or otherwise, in each case based on facts, events or circumstances arising prior to the Closing and whether absolute or contingent,

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liquidated or unliquidated, and whether arising under any agreement or understanding (other than this Agreement and any of the other agreements executed and delivered in connection herewith) or otherwise at law or equity, and such Seller Party shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries.

8C. Press Release and Announcements. Unless required by law (in which case each Party agrees to consult with the other Parties prior to any such disclosure as to the form and content of such disclosure), no press releases or public announcements related to this Agreement or the transactions contemplated hereby will be issued or released at the Closing without the consent of the Purchasers and the Seller and, to the extent BofA is mentioned, BofA.

8D. Non-Compete; Non-Solicitation.

(i) Each Seller Party hereby acknowledges that such Seller Party is familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. Each Seller Party acknowledges and agrees that the Company would be irreparably damaged if such Seller Party were to provide services to any Person competing with the Company or its Subsidiaries or engaged in a similar business and that such competition by such Seller Party would result in a significant loss of goodwill by the Company and its Subsidiaries. Each Seller Party further acknowledges and agrees that the covenants and agreements set forth in this Paragraph 8D were a material inducement to the Purchasers and the Company to enter into this Agreement and to perform their obligations hereunder, and that the Purchasers and the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if any of the Seller Parties breached the provisions of this Paragraph 8D. Each Seller Party further acknowledges that such Seller Party’s services have been and shall be of special, unique and extraordinary value to the Company, that such Seller Party is a founder of the Company and that such Seller Party has been substantially responsible for the growth and development of the Company and the creation and preservation of the Company’s goodwill. Therefore, in further consideration of the Final Purchase Price to be paid to the Seller hereunder for the Preferred Units and the goodwill of the Company being sold by the Seller, each Seller Party agrees that until the third anniversary of the Closing Date that such Seller Party shall not (and shall cause each of its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage anywhere in the world in any of the following types of businesses: cash access products and services and the provision of payment processing services to patrons of establishments at which gaming activity occurs (except to the extent of the contracts and agreements described on Schedule 8D attached hereto pursuant to which USAP or USAPS provides payment processing services as of the Closing), cashless gaming systems and equipment, check verification and guarantee services at gaming and other establishments, maintaining a gaming patron credit bureau database and marketing and information services related to the foregoing (collectively, the “Business”); provided that nothing herein shall prohibit any Seller Party or any of its Affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit any Seller Party from directly or indirectly engaging in the business of providing payment processing services with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at

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any establishment at which revenue from gaming activity accounts for less than 20% of its total revenues.

(ii) For so long as the Seller Parties have continuing obligations under Paragraph 8D(i) above, no Seller Party shall (and each Seller Party shall cause all of its Affiliates not to) directly, or indirectly through another Person, (a) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (b) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the six (6) month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Parties so as to avoid any disputes under this Paragraph 8D(ii) that any such hiring within such six (6) month period is in violation of clause (a) above).

(iii) If, at the time of enforcement of the covenants contained in this Paragraph 8D (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Each Seller Party has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s business and the substantial investment in the Company made by the Purchasers hereunder. Each Seller Party further acknowledges and agrees that the Restrictive Covenants are being entered into by such Seller Party in connection with the sale by the Seller of the goodwill of the Company’s business pursuant to this Agreement and not directly or indirectly in connection with such Seller Party’s employment or other relationship with the Company.

(iv) If any Seller Party breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company and the Purchasers shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and the Purchasers and that money damages would not provide an adequate remedy to the Company or the Purchasers.

8E. Intellectual Property Rights Protection. Each Seller Party shall provide the Company and its Subsidiaries and their respective successors, assigns or other legal representatives reasonable cooperation and assistance at the Company’s or such Subsidiary’s request and expense in the protection of all Intellectual Property Rights now or hereafter owned or used by the Company or any of its Subsidiaries against any claims or demands of invalidity or unenforceability, and in the prosecution or defense of any interference, opposition, reexamination, reissue, infringement or other proceeding that may arise in connection with the Company’s or any of its Subsidiaries’ right, title and interest in and to such Intellectual Property Rights, including execution and delivery of any and all affidavits, testimonies, declarations, oaths, exhibits, assignments, powers of attorney or other documentation as may be reasonably required. Notwithstanding anything herein to the contrary, the Seller Parties obligations under this Paragraph 8E shall terminate and be of no further force and effect if the Seller Parties cease to hold any equity interest in the Company.

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8F. Further Assurances. In case at any time after the Closing any further action is necessary to consummate the transactions contemplated hereby, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Paragraph 8B above). The Founders shall cause the Seller to perform and comply with all of its obligations hereunder after the Closing.

8G. Certain Tax Matters. The Company and each Subsidiary that is a partnership for federal income tax purposes shall make a timely election under Section 754 of the Code for its Taxable year in which the Closing occurs in connection with the transactions contemplated by this Agreement.

8H. Dispute Resolution.

(i) In the event of any dispute or disagreement between the Parties following the Closing as to the interpretation of any provision of this Agreement or the performance of any obligations hereunder, the matter, upon the written request of any Party, shall be referred to representatives of the Parties for decision (the “Representatives”). The Representatives shall promptly meet in a good faith effort to resolve the dispute. If the Representatives do not agree upon a decision within 30 calendar days after reference of the matter to them, each of the Parties shall be free to exercise the remedies available to it under Paragraph 8H(ii) below.

Any controversy, dispute or claim arising out of or relating in any way to this Agreement or the transactions arising hereunder (other than pursuant to Paragraph 1E(iii) above) that cannot be resolved by negotiation pursuant to Paragraph 8H(i) above shall be settled exclusively by arbitration in San Francisco, California. Such arbitration shall be administered by the American Arbitration Association (the “AAA”) in accordance with its then prevailing Commercial Arbitration Rules (except as otherwise provided herein) by one independent and impartial arbitrator who shall be selected by the Seller and the Purchasers in accordance with such Rules. Notwithstanding anything to the contrary provided in Paragraph 11K hereof, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. The fees and expenses of the AAA and the arbitrator shall be shared equally by the Seller on the one hand and the Purchasers on the other hand and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced and the reasonable fees and expenses of attorneys, accountants and other experts) and interest at the Applicable Rate to the prevailing Party or Parties. The arbitrator shall permit and facilitate such discovery as the Party initiating such claim shall reasonably request. The arbitrator shall be instructed to render his or her award within 30 days of the conclusion of the arbitration hearing. The arbitrator shall be expressly empowered to determine the amount of any Losses subject to indemnification hereunder in accordance with the terms and provisions of this Agreement. Notwithstanding anything to the contrary provided in this Paragraph 8H(ii) and without prejudice to the above procedures, any Party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such Party’s request for temporary relief. The award rendered by the arbitrator shall be final and not subject to judicial review (absent manifest error), and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding anything to the contrary provided in this Paragraph 8H, the Company or the Purchasers may elect to enforce any of the provisions of Paragraphs 8D and the Exhibits attached hereto by application to a court of competent jurisdiction for equitable or legal relief (including damages or injunctive relief) rather than pursuant to the above procedures.

8I. Key-Man Policies. Within 30 days after the Closing Date, the Company shall obtain a key-man life insurance policy, with benefits payable to the Company, on each of the executives

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set forth on the attached Key-Man Life Insurance Schedule in the amounts set forth thereon.

8J. Conversion to Corporation.

(i) On the day immediately following the Closing Date (the “Conversion Date”), the Company shall (and the Seller and each Purchaser shall use its commercially reasonable best efforts to cause the Company to) convert to a Delaware corporation named GCA Holdings, Inc. by filing the certificate of conversion in substantially the form attached hereto as Exhibit L (the “Certificate of Conversion”) and a certificate of incorporation containing the terms substantially in the form attached hereto as Exhibit M (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Conversion, the Certificate of Incorporation and the Company’s bylaws in the form of Exhibit N attached hereto shall be approved by all necessary action by the Company, the Seller and the Purchasers at the Closing. Immediately prior to the conversion, the Company shall declare a “Permitted Tax Distribution” (as defined in the Restated Operating Agreement) to its members (including the Purchasers).

(ii) On the Conversion Date, the Purchasers shall file, or cause to be filed, the Certificate of Conversion and the Certificate of Incorporation with the Secretary of State of the State of Delaware. The Conversion shall be effective at the time of filing of the Certificate of Conversion on the Conversion Date.

(iii) Upon the Conversion, (a) each Class A Common Unit issued and outstanding immediately prior to the Conversion shall be converted into and exchanged for 10,000 validly issued, fully paid and nonassessable shares of the Company’s Class A Common Stock; (b) each Class B Common Unit issued and outstanding immediately prior to the Conversion shall be converted into and exchanged for 10,000 validly issued, fully paid and nonassessable shares of the Company’s Class B Common Stock; (c) each Class A Preferred Unit issued and outstanding immediately prior to the Conversion shall be converted into and exchanged for 10,000 validly issued, fully paid and nonassessable shares of the Company’s Class A Preferred Stock; and (c) each Class B Preferred Unit issued and outstanding immediately prior to the Conversion shall be converted into and exchanged for 10,000 validly issued, fully paid and nonassessable shares of the Company’s Class B Preferred Stock.

(iv) On the Conversion Date:

(a) the Company shall cause Morrison & Foerster LLP, as counsel to the Company and the Seller, to deliver an opinion to the Purchasers substantially in the form of Exhibit O attached hereto, which shall be addressed to the Purchasers and dated as of the Conversion Date;

(b) each Existing Member and each Purchaser shall deliver to the Company for cancellation unit certificates representing all of the Units held by such Existing Member or such Purchaser together with a duly executed assignment of such Units; and

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(c) the Company shall deliver to each Existing Member and each Purchaser a stock certificate representing the shares of capital stock to be received by such Existing Member or such Purchaser upon conversion of its Units.

(v) Each of the Registration Agreement, the Stockholders Agreement, and the Investor Rights Agreement shall be in full force and effect as of the Closing Date; provided that in each such document, as applicable, prior to the Conversion Date (a) the term “Company” shall refer to the Company as defined in the preamble to this Agreement, (b) the term “Common Stock” shall refer to the Common Units, (c) the term “Class A Common Stock” shall refer to the Class A Common Units, (d) the term “Class B Common Stock” shall refer to the Class B Common Units, (e) the term “Preferred Stock” shall refer to the Preferred Units, (f) the term “Class A Preferred Stock” shall refer to the Class A Preferred Units, (f) the term “Class B Preferred Stock” shall refer to the Class B Preferred Units, (g) the term “Stockholders” shall refer to the members of the Company, and (h) the term “Board of Directors” shall refer to the Company’s Management Committee. In the event that the terms of the Registration Agreement, the Stockholders Agreement or the Investor Rights Agreement conflict with the terms of the Restated Operating Agreement then the terms of the Registration Agreement, the Stockholders Agreement or the Investor Rights Agreement, as applicable, shall govern.

(vi) The Parties agree that B of A may convert its shares of voting Common Stock for shares of nonvoting Common Stock only in the event of a BHC Regulatory Problem (as defined in the Stockholders Agreement) upon 10 business days prior written notice to the Company, the Seller and each Purchaser. The Certificate of Incorporation to be filed in connection with the Closing shall contain provisions permitting holders of shares of voting common stock to convert such shares into shares of nonvoting common stock under the circumstances described above.

Section 9. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns ten percent (10%) or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.

“Agreement” has the meaning set forth in the Preamble.

“Applicable Rate” has the meaning set forth in Paragraph 8B(iii).

“Assets” has the meaning set forth in Paragraph 5K(i).

“Closing” has the meaning set forth in Paragraph 1D.

“Closing Date” has the meaning set forth in Paragraph 1D.

“Code” means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

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“Common Units” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble.

“Company Transaction” has the meaning set forth in Paragraph 4G.

“Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the Company or its Subsidiaries or their business relations and their respective business activities. Confidential Information includes, but is not limited to, the following: (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities and individual requirements of, and specific contractual arrangements with, the Company’s and its Subsidiaries’ customers, suppliers, distributors, independent contractors, clearing agencies, joint venture partners and other business relations and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto (including information contained in the Company’s and its Subsidiaries’ proprietary data bases and the use and functions thereof); (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) and (v) other Intellectual Property Rights.

“Encumbrances” has the meaning set forth in Paragraph 6D.

“ERISA” has the meaning set forth in Paragraph 5S.

“Exchange” has the meaning set forth in the Recitals.

“Exchange Transactions” has the meaning set forth in Paragraph 1B.

“Existing Members” means the Seller and B of A.

“Existing Operating Agreement” means that certain Amended and Restated Limited Liability Company Agreement for GCA Holdings, L.L.C., dated as of March 10, 2004.

“Extraordinary Event” means any of the following: (i) terrorist acts or acts of war directed against the United States, (ii) natural disasters, (iii) governmental investigations or raids, (iv) gaming license revocations or suspensions, (v) the death or disability of Kirk Sanford, Karim Maskatiya or Robert Cucinotta, (vi) a liquidity crisis or material business interruption affecting the Company or any of its Subsidiaries or (vii) the suspension of trading in financial or credit markets.

“Final Purchase Price” has the meaning set forth in Paragraph 1E.

“Financial Statements” has the meaning set forth in Paragraph 5F.

“Founder” or “Founders” has the meaning set forth in the Preamble.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Approvals” has the meaning set forth in Paragraph 2L.

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“Governmental Entity” means (i) any federal, state, province, local, municipal, tribal, foreign or other government; (ii) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, entity or regulatory organization and any court or other tribunal); (iii) any body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal; and (iv) any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of any federal, state, province, local, municipal, tribal or foreign government or other political subdivision or otherwise, or any officer or official thereof, with authority to regulate any gaming-related operations of the Company or any of its Subsidiaries.

“Hart-Scott-Rodino Act” has the meaning set forth in Paragraph 2L.

“Indebtedness” means at any particular time, without duplication, (i) all indebtedness or other obligations of the Company and its Subsidiaries for borrowed money, whether current, short-term or long-term, secured or unsecured, (ii) all obligations of the Company and its Subsidiaries evidenced by any note, bond, debenture or other similar instrument or debt security, (iii) all obligations arising from cash/book overdrafts, (iv) all indebtedness for the deferred purchase price of property or services with respect to which the Company or any of its Subsidiaries is liable, contingently or otherwise, as obligor or otherwise which is not evidenced by a trade payable or other current liability, (v) all obligations of the Company and its Subsidiaries arising from deferred compensation arrangements and all obligations under severance plans, bonus plans or similar arrangements triggered or made payable as a result of the transactions contemplated herein, (vi) all obligations under capitalized leases, (vii) any indebtedness secured by a Lien on the Company’s or any of its Subsidiaries’ assets, and (viii) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

“Indenture” means that certain Indenture, dated as of March 10, 2004, by and among GCA, Global Cash Access Finance Corporation, CCI Acquisition, LLC, Central Credit, LLC and The Bank of New York relating to those certain 8¾% senior subordinated notes due 2012 in the original principal amount of $235,000,000, as may be amended, modified or supplemented from time to time.

“Intellectual Property Rights” means any and all intellectual and proprietary rights and rights in Confidential Information of every kind and description anywhere in the world, including all (i) patents, patent applications, patent disclosures and inventions, (ii) internet domain names, trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof (together with all of the goodwill associated therewith), (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software, data, databases and documentation thereof, (vi) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information), and (vii) copies and tangible embodiments thereof (in whatever form or medium).

“Investment” as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interests (including partnership, limited liability company and joint venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.

“Latest Audited Balance Sheet” has the meaning set forth in Paragraph 5F(i).

“Latest Balance Sheet” has the meaning set forth in Paragraph 5F(ii).

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“Laws” means any federal, state, local, municipal, tribal or foreign statute, law, ordinance, regulation, rule, code, order, principle of common law or judgment enacted, promulgated, issued, enforced or entered by any Governmental Entity, or other requirement or rule of law.

“Licenses” means all licenses, memberships, registrations, certifications, accreditations, permits, bonds, franchises, approvals, authorizations, consents or orders of, or filings with, any Governmental Entity, whether foreign, federal, state or local, or any other Person, necessary for the Company’s and its Subsidiaries businesses as presently conducted and as proposed to be conducted.

“Lien” or “Liens” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the Company or its Subsidiaries, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute (other than to reflect ownership by a third party of property leased to the Company or its Subsidiaries under a lease which is not in the nature of a conditional sale or title retention agreement), or any subordination arrangement in favor of another Person.

“Loss” or “Losses” means any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, diminution in value, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing)

“Material Adverse Effect” means a material and adverse effect upon the business, operations, assets, liabilities, Licenses, financial condition, operating results, cash flow or employee, customer or supplier relations of the Company and its Subsidiaries taken as a whole.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Permitted Encumbrances” shall mean (i) statutory liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Leased Real Property; (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property which do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is currently used or proposed to be used in connection with the Company’s or any of its Subsidiaries’ business and (v) Liens securing the Senior Debt.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preferred Units” has the meaning set forth in the Recitals.

“Purchaser” or “Purchasers” has the meaning set forth in the Preamble.

“Purchaser Parties” means the Purchasers and their respective Affiliates (excluding the Company and its Subsidiaries), members, stockholders, partners, officers, directors, employees, agents, representatives, successors and permitted assigns.

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“Purchase Transaction” has the meaning set forth in Paragraph 1C.

“Registration Agreement” has the meaning set forth in Paragraph 2F.

“Restated Operating Agreement” has the meaning set forth in Paragraph 1A(i).

“Restructuring Agreement” means that certain Restructuring Agreement, dated as of December 10, 2003, by and among First Data Corporation, FDFS Holdings, LLC, the Seller, certain of the Founders and Global Cash Access, L.L.C., as amended and modified from time to time prior to the date hereof.

“Seller” has the meaning set forth in the Preamble.

“Seller Parties” means the Seller and each Founder.

“Senior Credit Agreement” means that certain Credit Agreement, dated March 10, 2004, among the Company, GCA, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, as may be amended, modified or supplemented from time to time.

“Senior Debt” means the Indebtedness outstanding under that certain Credit Agreement, dated March 10, 2004, among the Company, Global Cash Access, L.L.C., the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

“Senior Notes” means the Indebtedness represented by the outstanding 8¾% Senior Subordinated Notes due 2012 issued by Global Cash Access, L.L.C. and Global Cash Access Finance Corporation.

“Specified Representations and Warranties” means the representations and warranties in Paragraph 5B (Equity Interests and Related Matters), Paragraph 5C (Subsidiaries; Investments), Paragraph 5D (Authorization), Paragraph 5L (Tax Matters), Paragraph 5P (Brokerage), Paragraph 6A (Capacity; Power and Authority), Paragraph 6B (Authorization), Paragraph 6D (Title to Interests, etc.) and Paragraph 6E (Brokerage).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of the limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing member or general partner of such limited liability company, partnership, association or other business entity.

“Summit Investors” means Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.

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“Tax” or “Taxes” means federal, state, county, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, capital interests, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not.

“Tax Return” means any return, information report or filing with respect to Taxes, including any schedules attached thereto and including any amendment thereof.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation section shall be interpreted to include any final or temporary revision of or successor to that section regardless of how numbered or classified.

“Tudor Investors” means Tudor Ventures II, L.P., The Altar Rock Fund L.P., The Raptor Global Portfolio Ltd., Tudor Proprietary Trading, L.L.C. and The Tudor BVI Global Portfolio, Ltd.

“Units” means, collectively, the Common Units and the Preferred Units.

Section 10. Termination.

10A. Termination. This Agreement may be terminated at any time prior to the Closing:

(i) by mutual written consent of the Seller and all Purchasers;

(ii) by any Purchaser if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or the Seller in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by such Purchaser to the Company and the Seller;

(iii) by the Seller if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Seller to the Purchasers; or

(iv) by the Purchasers, on the one hand, or the Seller on the other hand, if the Closing shall not have occurred by May 24, 2004; provided that the Party electing termination pursuant to this clause (iv) of this Paragraph 10A shall not have knowingly and willfully breached or otherwise knowingly and willfully failed to perform any of its covenants set forth in Section 4 of this Agreement.

10B. Effect of Termination. In the event of termination of this Agreement by any Party as provided above, this Agreement shall forthwith become void and of no further force and effect, except that the covenants and agreements set forth in Paragraphs 10A and 10B and Section 11, and the last sentence of paragraph 4C, shall survive such termination indefinitely, and except that nothing in Paragraph 10A or this Paragraph 10B shall be deemed to release any Party from any liability for any

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breach by such Party of this Agreement prior such termination; provided that the Company shall have no liability under the first sentence of Paragraph 11A.

Section 11. Miscellaneous.

11A. Fees and Expenses. At the Closing, the Company shall pay (or reimburse the applicable Persons hereunder for) all of the fees and expenses (including reasonable fees and expenses of legal counsel, accountants, consultants and other representatives) incurred by the Company, each of the Purchasers and the Seller in connection with this Agreement and the consummation of the transactions contemplated hereby. If any legal action or other proceeding relating to this Agreement, the agreements contemplated hereby, the transactions contemplated hereby or thereby or the enforcement of any provision of this Agreement or the agreements contemplated hereby is brought against any Party, the prevailing Party in such action or proceeding shall be entitled to recover all reasonable expenses relating thereto (including attorneys’ fees and expenses) from the Party against which such action or proceeding is brought in addition to any other relief to which such prevailing Party may be entitled.

11B. Remedies. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter.

11C. Consent to Amendments. This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon the Company only if set forth in a writing executed by the Company and referring specifically to the provision alleged to have been amended or waived, any such amendment or waiver shall be binding upon the Seller only if set forth in a writing executed by the Seller and referring specifically to the provision alleged to have been amended or waived, and any such amendment or waiver shall be binding upon a Purchaser only if set forth in a writing executed by such Purchaser and referring specifically to the provision alleged to have been amended or waived. No course of dealing between or among the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

11D. Successors and Assigns. This Agreement and all of the covenants and agreements contained herein and all of the rights, interests and obligations hereunder, by or on behalf of any of the Parties hereto, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto whether so expressed or not, except that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by the Seller, or assigned or delegated by the Company, without the prior written consent of all of the Purchasers. Any Purchaser may assign its right to purchase the Preferred Units hereunder to one or more entities formed for that purpose without the prior written consent of any other Party hereto; provided that no such assignment by such Purchaser shall relieve such Purchaser of its obligations hereunder. The Summit Investors may assign their respective rights and obligations hereunder to purchase up to 15% of the Preferred Units to be purchased at the Closing in the Purchase Transaction to up to two assignees, subject to the Seller’s consent which will not be unreasonably withheld.

11E. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable under applicable law in any respect by a court of competent

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jurisdiction, such provision shall be ineffective only to the extent of such prohibition or illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11F. Counterparts. This Agreement may be executed simultaneously in counterparts (including by means of telecopied signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same Agreement.

11G. Descriptive Headings; Interpretation. The headings and captions used in this Agreement and the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant.

11H. Entire Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings (including that certain letter of intent, dated April 3, 2004, by and among the Company, the Seller and Summit Partners, L.P.), whether written or oral, relating to such subject matter in any way.

11I. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such permitted successors and assigns, any legal or equitable rights hereunder.

11J. Schedules. Nothing in any Schedule attached hereto shall be adequate to disclose an exception to a representation or warranty made in this Agreement unless such Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be adequate to disclose an exception to a representation or warranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself. Any item disclosed in any of the Schedules shall be deemed disclosed in any other Schedule if a reasonable party would have understood, based on the location and content of such disclosure, that such disclosure qualified such other Schedule and appreciated the significance thereof without a specific cross-reference thereto.

11K. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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11L. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, one day after being sent to the recipient by reputable overnight courier service (charges prepaid), upon machine-generated acknowledgment of receipt after transmittal by facsimile or five days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Purchasers at the addresses set forth on the Schedule of Purchasers attached hereto and to the Seller and the Company at the addresses indicated below or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

The Company:

GCA Holdings, L.L.C.

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Attn: Chief Executive Officer

Phone: (702) 855-3006

Facsimile: (702) 262-5039

The Seller:

M & C International

2350 Mission College Blvd, Suite 200

Santa Clara, California 95054

Phone: (408) 492-0034

Facsimile: (408) 492-9632

with a copy to:

(which shall not constitute notice to the Seller)

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

Attn: Paul “Chip” L. Lion III, Esq.

Phone: (650) 813-5615

Facsimile: (650) 494-0792

11M. No Strict Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

11N. Knowledge. For purposes of this Agreement, “knowledge” means, with respect to any fact, circumstance, event or other matter in question, the actual knowledge of such fact, circumstance, event or other matter by (a) the Seller, Karim Maskatiya or Robert Cucinotta, if used in reference to the Seller, and (b) Karim Maskatiya, Robert Cucinotta, Kirk Sanford, Pamela Shinkle and Robert Fry, if used in reference to the Company. An individual shall be deemed to have actual knowledge of a particular fact, circumstance, event or other matter if (i) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records that would reasonably be expected to be reviewed by such individual upon reasonable due

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investigation, or (ii) such knowledge could be obtained from reasonable inquiry of subordinates charged with administrative or operational responsibility for the matters in question.

11O. Understanding Among the Purchasers. The determination of each Purchaser to enter into this Agreement has been made by such Purchaser independent of any other Purchaser and independent of any statements or opinions as to the advisability thereof or as to the properties, prospects or conditions (financial or otherwise) of the Company which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser. In addition, it is acknowledged by each of the other Purchasers that neither Summit Partners, L.P. nor any of its Affiliates has acted as an agent of such Purchaser in connection with making its investment hereunder and that neither Summit Partners, L.P. nor any of its Affiliates shall be acting as an agent of such Purchaser in connection with monitoring its investment hereunder. In addition, it is acknowledged by each of the other Purchasers that Summit Partners, L.P. has retained Kirkland & Ellis LLP to act as its counsel in connection with the transactions contemplated hereby and that Kirkland & Ellis LLP has not acted as counsel for any other Purchaser in connection with the transactions contemplated hereby and that none of the other Purchasers has the status of a client of Kirkland & Ellis LLP for conflict of interest or any other purposes as a result thereof.

*     *     *     *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase and Exchange Agreement on the date first written above.

GCA HOLDINGS, L.L.C.
By:	/s/    KARIM MASKATIYA
Its:	Chairman
M & C INTERNATIONAL
By:	/s/    KARIM MASKATIYA
Its:	President
/s/    KARIM MASKATIYA
Karim Maskatiya
/s/    ROBERT CUCINOTTA
Robert Cucinotta

(Continuation of Signature Page to Securities Purchase and Exchange Agreement)

SUMMIT VENTURES VI-A, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member
SUMMIT VENTURES VI-B, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member
SUMMIT VI ADVISORS FUND, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member
SUMMIT VI ENTREPRENEURS FUND, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Securities Purchase and Exchange Agreement)

SUMMIT INVESTORS VI, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Securities Purchase and Exchange Agreement)

Tudor Ventures II L.P.
By:	Tudor Ventures Group L.P., General Partner
By:	Tudor Ventures Group LLC, General Partner
	By:	/s/    STEPHEN N. WALDMAN
	Name:	Stephen N. Waldman
	Title:	Managing Director

The Raptor Global Portfolio Ltd.
By:	Tudor Investment Corporation, Investment Adviser
By:	/s/    STEPHEN N. WALDMAN
Name:	Stephen N. Waldman
Title:	Managing Director
The Tudor BVI Global Portfolio Ltd.
By:	Tudor Investment Corporation, Trading Advisor
By:	/s/    STEPHEN N. WALDMAN
Name:	Stephen N. Waldman
Title:	Managing Director
The Altar Rock Fund L.P.
By:	Tudor Investment Corporation, General Partner
By:	/s/    STEPHEN N. WALDMAN
Name:	Stephen N. Waldman
Title:	Managing Director
Tudor Proprietary Trading, L.L.C.
By:	/s/    STEPHEN N. WALDMAN
Name:	Stephen N. Waldman
Title:	Managing Director

(Continuation of Signature Page to Securities Purchase and Exchange Agreement)

BANK OF AMERICA CORPORATION
By:	/s/    KAREN A. GOSNELL
Its:	Senior Vice President

SCHEDULE OF PURCHASERS

Name and Address Number of Preferred Units Total Purchase Price for Preferred Units

EX-2.6

Exhibit 2.6

AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into on May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”) as contemplated in the Securities Purchase Agreement (as defined below), M&C International, a Nevada corporation (the “Seller”), Bank of America Corporation, a Delaware corporation (“BofA”), Karim Mastkatiya and Robert Cucinotta (each, a “Founder” and collectively, the “Founders”), the Persons listed on the Schedule of Assignors attached hereto (each, an “Assignor” and collectively, the “Assignors”) and the Persons listed on the Schedule of Assignees attached hereto (each, an “Assignee” and collectively, the “Assignees”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

WHEREAS, the Company, the Seller, the Founders and the Assignors have entered into that certain Securities Purchase and Exchange Agreement, dated as of April 21, 2004 (the “Securities Purchase Agreement”), pursuant to which the Assignors have agreed to purchase from the Seller, and the Seller has agreed to sell to the Assignors, certain Preferred Units of the Company;

WHEREAS, pursuant to Paragraph 11D of the Securities Purchase Agreement, the Assignors desire to assign to the Assignees all of the Assignors’ rights, interests and obligations in, to and under the Securities Purchase Agreement (including, without limitation, each such Assignor’s right to purchase the Preferred Units), and the Assignees desire to accept such rights and interests (including, without limitation, the right to acquire the Preferred Units) and assume such obligations in accordance with the terms and conditions set forth herein; and

WHEREAS, pursuant to Paragraph 11C of the Securities Purchase Agreement, each of the parties hereto desire to amend the Securities Purchase Agreement as and to the extent set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment. Each Assignor does hereby assign, convey, transfer and set over to the Assignees, that percentage of all of its present and future right, title and interest in, and obligations under, the Securities Purchase Agreement as set forth on the Schedule of Assignments attached hereto (the “Assigned Percentages”), to have and to hold the same from the date hereof for and during all the rest, residue, and remainder of the term of the Securities Purchase Agreement (including, without limitation, any and all rights and remedies derived by each such Assignor under any representation, warranty, agreement or covenant executed by any Person in favor of each such Assignor under the Securities Purchase Agreement, and including, without limitation, all rights to acquire, purchase and receive the Preferred Units allocated to such Assignor in the Securities Purchase Agreement), subject nevertheless to all the terms, provisions, covenants and conditions set forth therein.

2. Assumption. Each Assignee assumes its applicable Assigned Percentages of all of the duties and obligations of the Assignors under the Securities Purchase Agreement, and does hereby assume the performance of and does hereby agree to perform, observe and be subject to, all the terms, provisions, covenants and conditions contained in the Securities Purchase Agreement, which were or are to be performed or observed by or are applicable to the Assignors thereunder, and all references to “Purchasers” in the Securities Purchase Agreement shall be deemed to include reference to each Assignee. The parties hereto agree that with respect to the interests assigned by the Summit Investors to HarbourVest VI-GCA LLC and the GM Investors, the Summit Investors shall be fully and forever released from all obligations assumed by such Assignees.

3. Schedule of Purchasers. The Schedule of Purchasers attached to the Securities Purchase Agreement is hereby amended in its entirety to read as set forth in Exhibit A attached hereto.

4. Opinions of the Company’s and the Seller’s Counsels. Paragraph 2K of the Securities Purchase Agreement is hereby amended in its entirety to read as follows:

“2K. Opinions of the Company’s and the Seller’s Counsels. The Purchasers shall have received from Morrison & Foerster LLP, counsel for the Company, and Beckley Singleton Chtd., special counsel to the Seller, and from the Company’s regulatory counsels, opinions in substantially the form of Exhibit G attached hereto, which shall be addressed to the Purchasers and dated as of the Closing Date and in form and substance reasonably satisfactory to the Purchasers.”

5. Opinions of Purchasers’ Special Counsels. Paragraph 3I of the Securities Purchase Agreement is hereby amended in its entirety to read as follows:

“3I. Opinions of Purchasers’ Special Counsels. The Seller and the Company shall have received from each of Kirkland & Ellis LLP, special counsel to the Summit Investors, in-house counsel to the Tudor Investors, Weil, Gotshal & Manges LLP, special counsel to the GM Investors, and Debevoise & Plimpton LLP, special counsel to the HarbourVest Investor, an opinion in the form of Exhibit K attached hereto regarding the authorization and execution of this Agreement and the other agreements contemplated herein by the Purchasers, as applicable, which shall be addressed to the Seller and the Company and dated as of the Closing Date.”

6. Revised Definitions. The following definitions in Section 9 of the Securities Purchase Agreement are hereby amended as follows:

(a) The definition of “Summit Investors” is hereby amended in its entirety to read as follows:

“Summit Investors” means Summit/GCA Holdings, LLC.

(b) The definition of “Tudor Investors” is hereby amended in its entirety to read as follows:

“Tudor Investors” means TPT GCA Investment Ltd., Tudor Ventures GCA Investment Ltd. and Tudor Funds GCA Investment Ltd.

7. New Definitions. Section 9 of the Securities Purchase Agreement is hereby amended to add the following definitions to such Section:

“GM Investors” means Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder, and JPMorgan Chase Bank, as Trustee for First Plaza Group Trust.”

“HarbourVest Investor” means HarbourVest VI-GCA LLC.”

8. Revised Exhibits. The Parties hereto agree that to the extent that the parties to the agreements set forth in the Exhibits to the Securities Purchase Agreement mutually agree to execute and deliver agreements that differ in form from those set forth in such Exhibits, such Exhibits shall be in

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the form of the agreements actually executed and delivered at the Closing, and to the extent there are any changes to the form of Exhibits attached to the Securities Purchase Agreement, all references to the Exhibits in the Securities Purchase Agreement and herein shall mean the form of the agreements actually executed and delivered at the Closing.

9. Revised Exhibit M. Exhibit M to the Securities Purchase Agreement is hereby amended in its entirety to read as set forth on Annex I attached hereto.

10. Fees and Expenses. The first sentence of Paragraph 11A of the Securities Purchase Agreement is hereby amended in its entirety to read as follows:

“At the Closing, the Company shall pay (or reimburse the applicable Persons hereunder for) all fees and expenses (including reasonable fees and expenses of legal counsel, accountants, consultants and other representatives) incurred by the Company, the Summit Investors, the Tudor Investors and the Seller in connection with this Agreement and the consummation of the transactions contemplated hereby.”

11. Successors and Assigns. The first sentence of Paragraph 11D of the Securities Purchase Agreement is hereby amended in its entirety to read as follows:

“This Agreement and all of the covenants and agreements contained herein and all of the rights, interests and obligations hereunder, by or on behalf of any of the Parties hereto, including any successor trusts or trustees, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto whether so expressed or not, except that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by the Seller, or assigned or delegated by the Company, without the prior written consent of all of the Purchasers.”

12. Full Force and Effect. Other than as modified in accordance with the foregoing provisions, the Securities Purchase Agreement shall remain in full force and effect in accordance with its terms.

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any successor trusts or trustees.

14. Counterparts. This Agreement may be executed in counterparts (including by means of telecopied signature pages), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

15. Governing Law. This Agreement shall be construed, interpreted, enforced and governed by and under the laws of the State of Delaware without regard to its choice of law rules.

16. Captions. The captions herein are for convenience of reference only and shall not be construed as a part of this Agreement.

*     *     *     *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GCA HOLDINGS, L.L.C.
By:	/s/    KARIM MASKATIYA
Its:	Chairman

M & C INTERNATIONAL
By:	/s/    ROBERT CUCINOTTA
Its:	Secretary
	/s/    KARIM MASKATIYA
	Karim Maskatiya
	/s/    ROBERT CUCINOTTA
	Robert Cucinotta

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

SUMMIT VENTURES VI-A, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

SUMMIT VENTURES VI-B, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/     WALTER KORTSCHAK
Its:	Member

SUMMIT VI ADVISORS FUND, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

SUMMIT VI ENTREPRENEURS FUND, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

SUMMIT INVESTORS VI, L.P.
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

SUMMIT/GCA HOLDINGS, LLC
By:	Summit Ventures VI-A, L.P.
Its:	Manager
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

TUDOR VENTURES II L.P.
By:	Tudor Ventures Group L.P., General Partner
By:	Tudor Ventures Group LLC, General Partner
	By:	/s/    ROBERT P. FORLENZA
	Name:	Robert P. Forlenza
	Title:	Managing Director
THE RAPTOR GLOBAL PORTFOLIO LTD.
By:	Tudor Investment Corporation, Investment Adviser
	By:	/s/    ROBERT P. FORLENZA
	Name:	Robert P. Forlenza
	Title:	Managing Director
THE TUDOR BVI GLOBAL PORTFOLIO LTD.
By:	Tudor Investment Corporation, Trading Advisor
	By:	/s/    ROBERT P. FORLENZA
	Name:	Robert P. Forlenza
	Title:	Managing Director
THE ALTAR ROCK FUND L.P.
By:	Tudor Investment Corporation, General Partner
	By:	/s/    ROBERT P. FORLENZA
	Name:	Robert P. Forlenza
	Title:	Managing Director
TUDOR PROPRIETARY TRADING, L.L.C.
	By:	/s/    ROBERT P. FORLENZA
	Name:	Robert P. Forlenza
	Title:	Managing Director

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

TPT GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Title:	Director
TUDOR VENTURES GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Title:	Director
TUDOR FUNDS GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Title:	Director

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

HARBOURVEST VI-GCA LLC
By:	HarbourVest Partners VI-Direct Fund L.P.
Its:	Sole Member
By:	HarbourVest VI-Direct Associates LLC
Its:	General Partner
By:	HarbourVest Partners, LLC
Its:	Managing Member
By:	/s/    OFER NEMIROVSKY
Its:	Managing Director

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

CASINO CASH ACCESS CORP., ON BEHALF OF GM CAPITAL PARTNERS I, L.P., ITS SOLE STOCKHOLDER
By:	/s/    BRIAN S. KORN
Its:	President & Secretary
JPMORGAN CHASE BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
By:	/s/    MARC PINSKY
Its:	Assistant Vice President

(Continuation of Signature Page to Amendment, Assignment and Assumption Agreement)

BANK OF AMERICA CORPORATION
By:	/s/    TOM HOUGHTON
Its:	Senior Vice President

SCHEDULE OF ASSIGNORS

Summit Ventures VI-A, L.P.

Summit Ventures VI-B, L.P.

Summit VI-Advisors Fund, L.P.

Summit VI Entrepreneurs Fund, L.P.

Summit Investors VI, L.P.

Tudor Ventures II, L.P.

The Altar Rock Fund, L.P.

The Raptor Global Portfolio Ltd.

Tudor Proprietary Trading, L.L.C.

The Tudor BVI Global Portfolio, Ltd.

SCHEDULE OF ASSIGNEES

Summit/GCA Holdings, LLC

TPT GCA Investment Ltd.

Tudor Ventures GCA Investment Ltd.

Tudor Funds GCA Investment Ltd.

HarbourVest VI-GCA LLC

Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder

JPMorgan Chase Bank, as Trustee for First Plaza Group Trust

SCHEDULE OF ASSIGNMENTS

Rights Prior to Assignments:

Assignor	Class A Preferred Units Entitled to Purchase Prior to Assignment	Class B Preferred Units Entitled to Purchase Prior to Assignment
Summit Ventures VI-A, L.P.	126.1972	30.2569
Summit Ventures VI-B, L.P.	52.6301	12.6178
Summit VI Entrepreneurs Fund, L.P.	4.0300	0.9661
Summit VI Advisors Fund, L.P.	2.6250	0.6291
Summit Investors VI, L.P.	0.7161	0.1719
Tudor Ventures II, L.P.	19.2672	4.6194
Tudor Proprietary Trading, L.L.C.	3.3944	0.8138
Tudor BVI Global Portfolio Ltd.	6.3345	1.5187
The Altar Rock Fund L.P.	0.3130	0.0751
The Raptor Global Portfolio Ltd.	28.4925	6.8312
Total	244.0000	58.5000

Assignments:

1. Assignor: Summit Ventures VI-A, L.P.

Assignees	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Summit/GCA Holdings, LLC	83.44370	%	105.3036	25.2475
HarbourVest VI-GCA LLC	8.27815	%	10.4468	2.5047
Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder	4.74624	%	5.9896	1.4361
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust	3.53191	%	4.4572	1.0686
Total	100.00000	%	126.1972	30.2569

2. Assignor: Summit Ventures VI-B, L.P.

Assignees	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Summit/GCA Holdings, LLC	83.44370	%	43.9165	10.5288
HarbourVest VI-GCA LLC	8.27815	%	4.3568	1.0445
Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder	4.74624	%	2.4980	0.5989
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust	3.53191	%	1.8588	0.4456
Total	100.00000	%	52.6301	12.6178

3. Assignor: Summit VI Entrepreneurs Fund, L.P.

Assignees	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Summit/GCA Holdings, LLC	83.44370	%	3.3628	0.8061
HarbourVest VI-GCA LLC	8.27815	%	0.3336	0.0800
Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder	4.74624	%	0.1913	0.0459
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust	3.53191	%	0.1423	0.0341
Total	100.00000	%	4.0300	0.9661

4. Assignor: Summit VI Advisors Fund, L.P.

Assignees	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Summit/GCA Holdings, LLC	83.44370	%	2.1904	0.5249
HarbourVest VI-GCA LLC	8.27815	%	0.2173	0.0521
Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder	4.74624	%	0.1246	0.0299
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust	3.53191	%	0.0927	0.0222
Total	100.00000	%	2.6250	0.6291

5. Assignor: Summit Investors VI, L.P.

Assignees	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Summit/GCA Holdings, LLC	83.44370	%	0.5975	0.1435
HarbourVest VI-GCA LLC	8.27815	%	0.0593	0.0142
Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder	4.74624	%	0.0340	0.0081
JPMorgan Chase Bank, as Trustee for First Plaza Group Trust	3.53191	%	0.0253	0.0061
Total	100.00000	%	0.7161	0.1719

6. Assignor: Tudor Ventures II, L.P.

Assignee	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Tudor Ventures GCA Investment Ltd.	100.00	%	19.2672	4.6194

7. Assignor: Tudor Proprietary Trading, L.L.C.

Assignee	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
TPT GCA Investment Ltd.	100.00	%	3.3944	0.8138

8. Assignor: Tudor BVI Global Portfolio Ltd.

Assignee	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Tudor Funds GCA Investment Ltd.	100.00	%	6.3345	1.5187

9. Assignor: The Altar Rock Fund L.P.

Assignee	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Tudor Funds GCA Investment Ltd.	100.00	%	0.3130	0.0751

10. Assignor: The Raptor Global Portfolio Ltd.

Assignee	Percentage of Rights Assigned		Class A Preferred Units Assigned	Class B Preferred Units Assigned
Tudor Funds GCA Investment Ltd.	100.00	%	28.4925	6.8312

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

GLOBAL CASH ACCESS, INC.

1. The name of the corporation is Global Cash Access, Inc. (the “Corporation”).

2. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of all classes of stock that the Corporation is authorized to issue is One Thousand (1,000) shares of Common Stock with a par value of $0.001 per share.

5. The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

6. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

7. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

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8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

9. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.

10. The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Timothy J. Harris	755 Page Mill Road Palo Alto, CA 94304

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hand this 7th day of June, 2004.

/s/    TIMOTHY J. HARRIS        

Timothy J. Harris, Sole Incorporator

2

EX-3.2

Exhibit 3.2

BY-LAWS

OF

GLOBAL CASH ACCESS, INC.

A Delaware corporation

(Adopted as of June 7, 2004)

ARTICLE I

OFFICES

Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2 Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1 Annual Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of the annual meeting shall be determined by the board of directors of the corporation. No annual meeting of stockholders need be held if not required by the certificate of incorporation or by the General Corporation Law of the State of Delaware.

Section 2 Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called in the shortest period permitted under the General Corporation Law of the State of Delaware by (1) the board of directors, (2) the holders of shares entitled to cast not less than fifty percent (50%) of the votes at the meeting or (3) the holders of a majority of the shares of the corporation’s Class A Preferred Stock. The date, time and place, if any, and/or remote communication, of any special meeting of stockholders shall be set forth in such notice.

Section 3 Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4 Notice. Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting and to each director not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (3) if by any other form of electronic transmission, when directed to the stockholder. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (x) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (y) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 Stockholders List. The officer who has charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (2) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6 Quorum. The holders of a majority of the votes represented by the issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the corporation shall then have outstanding shares of more than one class or series) voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. When a quorum is once present to commence

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a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies.

Section 7 Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8 Vote Required. When a quorum is present, the affirmative vote of the majority of votes represented by shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Section 9 Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11 Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by

iii

certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12 Action by Telegram, Cablegram or Other Electronic Transmission Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section; provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.

ARTICLE III

DIRECTORS

Section 1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2 Number, Election and Term of Office. The number of directors which shall constitute the first board shall be five (5). Thereafter, the number of directors shall be established from time to time in accordance with the provisions of that certain Stockholders Agreement, dated as of May 13, 2004, to which the corporation’s initial stockholder is a party (the “Stockholders Agreement”). The composition of the board of directors shall be as provided in the Stockholders Agreement. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 Removal and Resignation. Subject to the provisions of the Stockholders Agreement, any director or the entire board of directors may be removed at any time, with or without

iv

cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Section 4 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled as provided in the Stockholders Agreement; provided that at any time the Stockholders Agreement is no longer in effect, such vacancies and newly created directorships may be filled by a majority of votes represented by the issued and outstanding shares of capital stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. Whenever holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation or the Stockholders Agreement, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the votes represented by the issued and outstanding shares of such class or classes or series of capital stock entitled to vote thereon.

Notwithstanding the foregoing, any such vacancy shall automatically reduce the authorized number of directors pro tanto, until such time as the holders of outstanding shares of capital stock who are entitled to elect the director whose office is vacant shall have exercised their right to elect a director to fill such vacancy, whereupon the authorized number of directors shall be automatically increased pro tanto. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5 Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place, if any, as the annual meeting of stockholders.

Section 6 Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors; provided that a meeting of the board of directors shall be held at least once during each of the corporation’s fiscal quarters. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 48 hours notice to each director, either personally, by telephone, by mail or by telegraph.

Section 7 Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Except as otherwise required by the corporation’s certificate of incorporation, each director shall be entitled to one vote.

Section 8 Committees. Subject to the provisions of the Stockholders Agreement, the board of directors may, by resolution passed by a majority of the whole board, (i) designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation, except as otherwise limited by law, and (ii) designate or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such

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name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9 Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee then in office shall be necessary to constitute a quorum. Subject to the provisions of the Stockholders Agreement, in the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10 Audit Committee. The audit committee shall consist of at least three (3) members of the board of directors as shall from time to time be appointed by resolution of the board of directors in accordance with the terms and provisions of the Stockholders Agreement. The audit committee shall review and, as it shall deem appropriate, recommend to the board internal accounting and financial controls for the corporation and accounting principles and auditing practices and procedures to be employed in the preparation and review of financial statements of the corporation. The audit committee shall make recommendations to the board concerning the engagement of independent public accountants to audit the annual financial statements of the corporation and the scope of the audit to be undertaken by such accountants.

Section 11 Compensation Committee. The compensation committee shall consist of at least three (3) members of the board of directors as from time to time shall be appointed by resolution of the board of directors in accordance with the terms and provisions of the Stockholders Agreement. The compensation committee shall review and, as it deems appropriate, recommend to the president and the board of directors policies, practices and procedures relating to the compensation of managerial employees and the establishment and administration of employee benefit plans. The compensation committee shall have and exercise day-to-day authority under any employee stock option plans of the corporation as the committee therein (unless the board of directors by resolution appoints any other committee to exercise such authority and subject to the oversight and ultimate control thereof by the board of directors), and shall otherwise advise and consult with the officers of the corporation as may be requested regarding managerial personnel policies.

Section 12 Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 13 Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the

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adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 14 Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

Section 1 Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2 Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5 Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6 The President. The president shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and board of directors at which he is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

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Section 7 Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8 The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9 The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11 Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2 Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation provided for under Section 1 of this Article V or advance of expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not properly made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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Section 3 Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4 Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5 Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the board of directors.

Section 7 Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8 Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1 Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant

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transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3 Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4 Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed

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written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5 Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6 Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7 Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2 Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

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Section 3 Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4 Loans. No loans shall be made by the corporation to its officers or directors, and no loans shall be made by the corporation secured by its shares. No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 5 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6 Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7 Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8 Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9 Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10 Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

Subject to the provisions of the Stockholders Agreement and the Securities Purchase and Exchange Agreement, dated as of April 21, 2004, among the corporation and certain of its stockholders, these by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote and the affirmative vote of the director appointed by the holders of the corporation’s Class A Preferred Stock. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

GLOBAL CASH ACCESS FINANCE CORPORATION

1. The name of the corporation is Global Cash Access Finance Corporation (the “Corporation”).

2. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of all classes of stock that the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock with a par value of $0.001 per share.

5. The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

6. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

7. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

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8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

9. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.

10. The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Rhonda Fassbender-Rock	755 Page Mill Road Palo Alto, CA 94304

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 4th day of January, 2004.

/s/    RHONDA FASSBENDER-ROCK        

Rhonda Fassbender-Rock, Sole Incorporator

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EX-3.4

Exhibit 3.4

BYLAWS

OF

GLOBAL CASH ACCESS FINANCE CORPORATION

a Delaware corporation

TABLE OF CONTENTS

ARTICLE I OFFICES		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II STOCKHOLDERS’ MEETINGS		1
Section 2.1	Place of Meetings	1
Section 2.2	Annual Meetings	2
Section 2.3	Special Meetings	2
Section 2.4	Notice of Meetings	2
Section 2.5	Quorum and Voting	3
Section 2.6	Voting Rights	4
Section 2.7	Voting Procedures and Inspectors of Elections	5
Section 2.8	List of Stockholders	6
Section 2.9	Stockholder Proposals at Annual Meetings	6
Section 2.10	Nominations of Persons for Election to the Board of Directors	7
Section 2.11	Action Without Meeting	8
ARTICLE III DIRECTORS		9
Section 3.1	Number and Term of Office	9
Section 3.2	Powers	9
Section 3.3	Vacancies	9
Section 3.4	Resignations and Removals	10
Section 3.5	Meetings	10
Section 3.6	Quorum and Voting	11
Section 3.7	Action Without Meeting	11
Section 3.8	Fees and Compensation	11
Section 3.9	Committees	11
ARTICLE IV OFFICERS		13
Section 4.1	Officers Designated	13
Section 4.2	Tenure and Duties of Officers	13

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ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION		14
Section 5.1	Execution of Corporate Instruments	14
Section 5.2	Voting of Securities Owned by Corporation	15
ARTICLE VI SHARES OF STOCK		15
Section 6.1	Form and Execution of Certificates	15
Section 6.2	Lost Certificates	15
Section 6.3	Transfers	16
Section 6.4	Fixing Record Dates	16
Section 6.5	Registered Stockholders	17
ARTICLE VII OTHER SECURITIES OF THE CORPORATION		17
ARTICLE VIII INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS		18
Section 8.1	Right to Indemnification	18
Section 8.2	Authority to Advance Expenses	18
Section 8.3	Right of Claimant to Bring Suit	19
Section 8.4	Provisions Nonexclusive	19
Section 8.5	Authority to Insure	19
Section 8.6	Survival of Rights	19
Section 8.7	Settlement of Claims	20
Section 8.8	Effect of Amendment	20
Section 8.9	Subrogation	20
Section 8.10	No Duplication of Payments	20
ARTICLE IX NOTICES		20
ARTICLE X RIGHT OF FIRST REFUSAL		21
Section 10.1	Right of First Refusal	21
ARTICLE XI AMENDMENTS		23

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BYLAWS

OF

GLOBAL CASH ACCESS FINANCE CORPORATION

ARTICLE I

Offices

Section 1.1 Registered Office.

The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 1.2 Other Offices.

The corporation shall also have and maintain an office or principal place of business at 2633 Heritage Park Circle, San Jose, California, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Stockholders’ Meetings

Section 2.1 Place of Meetings.

(a) Meetings of stockholders may be held at such place, either within or without this State, as may be designated by or in the manner provided in these bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 2.1.

(b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(1) Participate in a meeting of stockholders; and

(2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate

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in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

(c) For purposes of this Section 2.1, “remote communication” shall include (1) telephone or other voice communications and (2) electronic mail or other form of written or visual electronic communications satisfying the requirements of Section 2.11(b).

Section 2.2 Annual Meetings.

The annual meetings of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

Section 2.3 Special Meetings.

Special Meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directors at any time.

Section 2.4 Notice of Meetings.

(a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.

(b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

(c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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(d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

(e) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of Delaware General Corporation Law, the certificate of incorporation, or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2.5 Quorum and Voting.

(a) At all meetings of stockholders except where otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

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(b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation.

(c) Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 2.6 Voting Rights.

(a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

(b) Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone, telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telephone, telegram, cablegram or other electronic transmission was authorized by the stockholder. Such

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authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization.

If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.7 Voting Procedures and Inspectors of Elections.

(a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b) The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more

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votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 2.8 List of Stockholders.

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.9 Stockholder Proposals at Annual Meetings.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are

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beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in [Section 2.1 and] this Section 2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

Nothing in this Section 2.9 shall affect the right of a stockholder to request inclusion of a proposal in the corporation’s proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.

Section 2.10 Nominations of Persons for Election to the Board of Directors.

In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of shareholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the

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procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.11 Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation in accordance with this Section. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(b) A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the

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principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

Directors

Section 3.1 Number and Term of Office.

The number of directors which shall constitute the whole of the Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 3.2 Powers.

The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.

Section 3.3 Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant and until his successor

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shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board.

Section 3.4 Resignations and Removals.

(a) Any director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

(b) At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors or any individual director may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors.

Section 3.5 Meetings.

(a) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place, within or without the State of Delaware, which has been designated by resolutions of the Board of Directors or the written consent of all directors.

(c) Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by any of the directors.

(d) Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile transmission or other form of electronic transmission at least 48 hours before the start of the meeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.

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Section 3.6 Quorum and Voting.

(a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of Article III of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws.

(c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.7 Action Without Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.8 Fees and Compensation.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.9 Committees.

(a) Executive Committee: The Board of Directors may appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs

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of the corporation, except such committee shall not have the power or authority to amend these Bylaws or to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the General Corporation Law.

(b) Other Committees: The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c) Term: The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board, subject to the provisions of subsections (a) or (b) of this Section 3.9, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings: Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof; or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

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ARTICLE IV

Officers

Section 4.1 Officers Designated.

The officers of the corporation shall be a President, a Secretary and a Treasurer. The Board of Directors or the President may also appoint a Chairman of the Board, one or more Vice-Presidents, assistant secretaries, assistant treasurers, and such other officers and agents with such powers and duties as it or he shall deem necessary. The order of the seniority of the Vice- Presidents shall be in the order of their nomination unless otherwise determined by the Board of Directors. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 4.2 Tenure and Duties of Officers.

(a) General: All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation.

(b) Duties of the Chairman of the Board of Directors: The Chairman of the Board of Directors (if there be such an officer appointed) when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c) Duties of President: The President shall be the chief executive officer of the corporation in the absence of the Chairman of the Board and shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d) Duties of Vice-Presidents: The Vice-Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice-President shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) Duties of Secretary: The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation, which may be maintained in either paper or electronic form. The Secretary shall give notice, in conformity with these Bylaws, of all

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meetings of the stockholders and of all meetings of the Board of Directors and any Committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Treasurer: The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any assistant treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each assistant treasurer shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

ARTICLE V

Execution of Corporate Instruments, and

Voting of Securities Owned by the Corporation

Section 5.1 Execution of Corporate Instruments.

(a) The Board of Directors may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.

(b) Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any assistant secretary or assistant treasurer. All other instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

(c) All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

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(d) Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors.

Section 5.2 Voting of Securities Owned by Corporation.

All stock and other securities of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board (if there be such an officer appointed), or by the President, or by any Vice-President.

ARTICLE VI

Shares of Stock

Section 6.1 Form and Execution of Certificates.

The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2 Lost Certificates.

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or

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destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.3 Transfers.

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

Section 6.4 Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal

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place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.5 Registered Stockholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

Other Securities of the Corporation

All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an assistant secretary, or the Treasurer or an assistant treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an assistant treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officer of the corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate

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security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE VIII

Indemnification of Officers, Directors, Employees and Agents

Section 8.1 Right to Indemnification.

Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any director or officer as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the corporation shall indemnify any director or officer seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.

Section 8.2 Authority to Advance Expenses.

Expenses incurred by a director or officer (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other employees or agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of

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Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 8.3 Right of Claimant to Bring Suit.

If a claim under Section 8.1 or 8.2 of this Article is not paid in full by the corporation within 90 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.4 Provisions Nonexclusive.

The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

Section 8.5 Authority to Insure.

The corporation may purchase and maintain insurance to protect itself and any director, officer, employee, or agent (hereafter an “Agent”) against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article.

Section 8.6 Survival of Rights.

The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

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Section 8.7 Settlement of Claims.

The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 8.8 Effect of Amendment.

Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section 8.9 Subrogation.

In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 8.10 No Duplication of Payments.

The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

ARTICLE IX

Notices

Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 2.4(e) of these Bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimile telephone number or other form of electronic address as such director shall have filed in writing or by electronic communication with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected,

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specifying the name and address or the names and addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE X

Right of First Refusal

Section 10.1 Right of First Refusal.

No stockholder shall sell, assign, pledge, or in any manner transfer any of the shares of Common Stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this bylaw:

(a) If the stockholder receives from anyone a bona fide offer acceptable to the stockholder to purchase any of his shares of Common Stock, then the stockholder shall first give written notice thereof to the corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the price per share and all other terms and conditions of the offer.

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(b) For fifteen (15) days following receipt of such notice, the corporation or its assigns shall have the option to purchase all or any lesser part of the shares specified in the notice at the price and upon the terms set forth in such bona fide offer. In the event the corporation elects to purchase all the shares, it shall give written notice to the selling stockholder of its election and settlement for said shares shall be made as provided below in paragraph (c).

(c) In the event the corporation elects to acquire any of the shares of the selling stockholder as specified in said selling stockholder’s notice, the Secretary of the corporation shall so notify the selling stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said selling stockholder’s notice; provided that if the terms of payment set forth in said selling stockholder’s notice were other than cash against delivery, the corporation shall pay for said shares on the same terms and conditions set forth in said selling stockholder’s notice.

(d) In the event the corporation does not elect to acquire all of the shares specified in the selling stockholder’s notice, said selling stockholder may, within the sixty (60) day period following the expiration of the option rights granted to the corporation, sell elsewhere the shares specified in said selling stockholder’s notice which were not acquired by the corporation, in accordance with the provisions of paragraph (c) of this bylaw, provided that said sale shall not be on terms and conditions more favorable to the purchaser than those contained in the bona fide offer set forth in said selling stockholder’s notice. All shares so sold by said selling stockholder shall continue to be subject to the provisions of this bylaw in the same manner as before said transfer.

(e) Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this bylaw:

(1) A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family. “Immediate family” as used herein shall mean spouse, lineal descendent, father, mother, brother, or sister of the stockholder making such transfer.

(2) A stockholder’s bona fide pledge or mortgage of any shares of Common with a commercial lending institution, provided that any subsequent transfer of said shares by said institution shall be conducted in the manner set forth in this bylaw.

(3) A stockholder’s transfer of any or all of such stockholder’s shares of Common Stock to any other stockholder of the corporation.

(4) A stockholder’s transfer of any or all of such stockholders shares of Common Stock to a person who, at the time of such transfer, is an officer or director of the corporation.

(5) A corporate stockholder’s transfer of any or all of its shares of Common Stock pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate stockholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate stockholder.

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(6) A corporate stockholder’s transfer of any or all of its shares of Common Stock to any or all of its stockholders.

(7) A transfer by a stockholder which is a limited or general partnership to any or all of its partners.

(8) In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this bylaw, and there shall be no further transfer of such stock except in accord with this bylaw.

(f) The provisions of this bylaw may be waived with respect to any transfer either by the corporation, upon duly authorized action of its Board of Directors, or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be sold by the selling stockholder). This bylaw may be amended or repealed either by a duly authorized action of the Board of Directors or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation.

(g) Any sale or transfer, or purported sale or transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of this bylaw are strictly observed and followed.

(h) The foregoing right of first refusal shall terminate upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended.

(1) The certificates representing shares of Common of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

ARTICLE XI

Amendments

These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in the manner authorized by Section 2.11 of Article II, or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these Bylaws or the Certificate of Incorporation. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors, subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, or term of office of directors.

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CERTIFICATE OF SECRETARY

The undersigned, Secretary of Global Cash Access Finance Corporation, a Delaware corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation, with all amendments to date of this Certificate.

WITNESS the signature of the undersigned this 6th day of February, 2004.

/s/    ROBERT FRY        

Robert Fry, Secretary

EX-3.5

EXHIBIT 3.5

CERTIFICATE OF INCORPORATION

OF

GCA HOLDINGS, INC.

ARTICLE I

The name of the Corporation is GCA Holdings, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

A.     AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 12,525,000 shares, consisting of:

(1) 3,025,000 shares of Class A Preferred Stock, par value $.01 per share (the “Class A Preferred”);

(2) 1,000,000 shares of Class B Preferred Stock, par value $.01 per share (the “Class B Preferred” and, together with the Class A Preferred, the “Preferred Stock”);

(3) 7,500,000 shares of Class A Common Stock, par value $.01 per share (the “Class A Common”); and

(4) 1,000,000 shares of Class B Common Stock, par value $.01 per share (the “Class B Common” and, together with the Class A Common, the “Common Stock”).

B.    PREFERRED STOCK

Section 1.    Dividends.    All dividends shall be payable when, as and if declared by the Corporation’s board of directors. In the event that the Corporation declares or pays any dividends upon the Common Stock (whether payable in cash, securities or other property), other than dividends payable solely in shares of Common Stock issued upon the Corporation’s outstanding shares of Common Stock, the Corporation shall also declare and pay to the holders of Class A Preferred and Class B Preferred, at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Conversion Stock issuable upon conversion of the Preferred Stock had all of the outstanding Preferred Stock been converted immediately prior to the

record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined. In the event that the Corporation declares or pays any dividends upon the Preferred Stock (whether payable in cash, securities or other property), the Corporation shall also declare and pay to the holders of Common Stock at the same time that it declares and pays such dividends to the holders of the Preferred Stock, the same dividend per share of Common Stock as the dividend paid per share of Common Stock issuable upon conversion of the Preferred Stock. The Corporation shall not declare or pay any dividends upon either the Class A Preferred or the Class B Preferred (whether payable in cash, securities or other property) unless the Corporation shall also declare and pay to the holders of each Share of Class A Preferred and Class B Preferred, at the same time, the same dividend per share.

Section 2.    Liquidation.    Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Junior Securities (in the case of clause (i) below), an amount equal to the greater of (i) the aggregate Liquidation Value of all Shares held by such holder (plus all declared and unpaid dividends thereon) and (ii) the amount which such holder would be entitled to receive upon such liquidation, dissolution or winding up if all of such holder’s Preferred Stock were converted into Conversion Stock immediately prior to such event (and, if the amount to be distributed or paid to the holders of Preferred Stock pursuant to this clause (ii) is greater than the amount that would be distributed or paid to the holders of Preferred Stock pursuant to clause (i) above, then the entire amount distributed or paid to the Corporation’s stockholders pursuant to any such liquidation, dissolution or winding up shall be distributed pro rata among the holders of the Preferred Stock (on an as-if-converted basis) and the holders of the Common Stock), and the holders of Preferred Stock shall not be entitled to any further payment in respect thereof. If upon any such liquidation, dissolution or winding up of the Corporation the Corporation’s assets to be distributed among the holders of the Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders of Preferred Stock based upon the aggregate Liquidation Value (plus all declared and unpaid dividends thereon) of the Preferred Stock held by each such holder. Not less than 30 days prior to the payment date stated therein, the Corporation shall deliver written notice of any such liquidation, dissolution or winding up to each record holder of Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Junior Securities in connection with such liquidation, dissolution or winding up. If a Fundamental Change is proposed to occur, the Corporation shall give prompt written notice of such proposed Fundamental Change describing in reasonable detail the material terms and proposed date of consummation thereof to each holder of Preferred Stock, and the Corporation shall give each holder of Preferred Stock prompt written notice of any material change in the terms or timing of such transaction. Upon the election of the holders of a majority of the outstanding Shares of Preferred Stock delivered to the Corporation within 20 days after receipt of the Corporation’s notice to the holders of Preferred Stock under this Section 2, any Fundamental Change shall be deemed to be a liquidation, dissolution and winding up of the Corporation for purposes of this Section 2, and the holders of Preferred Stock shall be entitled to receive in connection therewith payment from the Corporation (or the successor or purchasing entity) of the amounts payable with respect to the Preferred Stock upon a liquidation, dissolution or winding up of the Corporation under this Section 2 in cancellation of their Shares upon the consummation of any such transaction. In any liquidation, dissolution or winding up of the Corporation (including in the case of any Fundamental Change as provided above), if the consideration to be received by the holders of Preferred Stock is other than cash, the fair value thereof shall be determined jointly by the Corporation and the holders of a majority of the outstanding Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such

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type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation. If the consideration to be received in any such liquidation, dissolution or winding up (including any Fundamental Change as provided above) consists of securities, the fair value thereof shall be the Market Price thereof as of the date of receipt (or, if the fair value thereof is otherwise determined pursuant to the provisions of any definitive agreement entered into in connection with any such transaction, then the fair value of any such securities shall be as determined in any such definitive agreement). Each holder of Preferred Stock shall have the right to elect the benefits of this Section 2 or paragraph 5E hereof in connection with any such Fundamental Change.

Section 3.    Priority of Preferred Stock on Dividends and Redemptions.    So long as at least 756,250 Shares of Preferred Stock remain outstanding, without the prior written consent of the holders of a majority of the outstanding Shares of Preferred Stock, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, other than repurchases of Common Stock from former employees of the Company and its Subsidiaries upon termination of employment at cost, or if for other than cost, for an aggregate purchase price of no more than $250,000 in any twelve-month period pursuant to arrangements approved by the Corporation’s board of directors, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities, except that the Corporation may declare and pay dividends payable in shares of Common Stock issued upon the outstanding shares of Common Stock and any of its Subsidiaries may declare and pay dividends or make distributions to the Corporation or any other Subsidiary.

Section 4.    Voting Rights.

4A.    Election of Directors.

(i)    So long as at least 488,000 Shares of Class A Preferred remain outstanding, in the election of directors of the Corporation, the holders of the Class A Preferred, voting separately as a single class to the exclusion of all other classes and series of the Corporation’s capital stock and with each Share of Class A Preferred entitled to one vote, shall be entitled to elect (by majority vote) two directors to serve on the Corporation’s Board of Directors until each such director’s successor is duly elected by the holders of the Class A Preferred or until such director is removed (by majority vote) from office by the holders of the Class A Preferred. So long as at least 244,000 Shares, but less than 488,000 Shares, of Class A Preferred remain outstanding, in the election of directors of the Corporation, the holders of the Class A Preferred, voting separately as a single class to the exclusion of all other classes and series of the Corporation’s capital stock and with each Share of Class A Preferred entitled to one vote, shall be entitled to elect (by majority vote) one director to serve on the Corporation’s Board of Directors until such director’s successor is duly elected by the holders of the Class A Preferred or until such director is removed (by majority vote) from office by the holders of the Class A Preferred. If the holders of the Class A Preferred for any reason fail to elect anyone to fill any such directorship, such position shall remain vacant until such time as the holders of the Class A Preferred elect a director to fill such position and shall not be filled by resolution or vote of the Corporation’s Board of Directors or the Corporation’s other stockholders. If less than 488,000 Shares of Class A Preferred remain outstanding, then the holders of Shares of Class A Preferred and Class A Common voting together as a single class on an as-converted basis shall be entitled to elect one of the two directors which the holders of Class A Preferred would otherwise be entitled to elect pursuant to this paragraph until each such director’s successor is duly elected by the holders of the Class A Preferred and Class A Common voting together as a single class on an as-converted basis or until such director is removed (by majority vote) from office by the holders of the Class A Preferred and Class A

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Common voting together as a single class on an as-converted basis. If less than 244,000 Shares of Class A Preferred remain outstanding, then the holders of Shares of Class A Preferred and Class A Common voting together as a single class on an as-converted basis shall be entitled to elect the two directors which the holders of Class A Preferred would otherwise be entitled to elect pursuant to this paragraph until each such director’s successor is duly elected by the holders of the Class A Preferred and Class A Common voting together as a single class on an as-converted basis or until such director is removed (by majority vote) from office by the holders of the Class A Preferred and Class A Common voting together as a single class on an as-converted basis.

(ii)    In the election of directors of the Corporation, the holders of Class A Common, voting separately as a single class to the exclusion of all other classes and series of the Corporation’s capital stock and with each share of Class A Common entitled to one vote, shall be entitled to elect (by majority vote) two directors to serve on the Corporation’s Board of Directors until each such director’s successor is duly elected by the holders of the Class A Common or until such director is removed (by majority vote) from office by the holders of the Class A Common. If the holders of the Class A Common for any reason fail to elect anyone to fill any such directorship, such position shall remain vacant until such time as the holders of the Class A Common elect a director to fill such position and shall not be filled by resolution or vote of the Corporation’s Board of Directors or the Corporation’s other stockholders.

(iii)    In the election of directors of the Corporation, all other directors shall be elected by the holders of Class A Preferred and Class A Common, voting together as a single class on an as-converted basis until each such director’s successor is duly elected by the holders of Class A Preferred and Class A Common voting together as a single class on an as-converted basis or until such director is removed (by majority vote) from office by the holders of the Class A Preferred and Class A Common voting together as a single class on an as-converted basis.

4B.    Other Voting Rights.    The holders of the Class A Preferred shall be entitled to notice of all stockholders meetings in accordance with the Corporation’s Bylaws, and in addition to any circumstances in which the holders of the Class A Preferred shall be entitled to vote as a separate class under the General Corporation Law of Delaware, the holders of the Class A Preferred shall be entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Class A Common voting together as a single class with each share of Class A Common entitled to one vote per share and each Share of Class A Preferred entitled to one vote for each share of Common Stock issuable upon conversion of the Class A Preferred as of the record date for such vote or, if no record date is specified, as of the date of such vote. Notwithstanding the foregoing, the voting rights of the holders of Class A Preferred and the voting rights of the holders of Class A Common with respect to the election of directors shall be solely as provided in paragraph 4A above. In accordance with the provisions of § 242(b)(2) of the General Corporation Law of the State of Delaware, the number of authorized shares of Common Stock may be increased or decreased by the affirmative vote of the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the class vote requirements set forth in § 242(b)(2) of the General Corporation Law of the State of Delaware (but, in the case of any decrease, not below the number of outstanding shares of any such class). Except as otherwise required by applicable law, the holders of the Class B Preferred shall have no right to vote on any matters to be voted on by the stockholders of the Corporation (including the election of directors); provided that the holders of the Class B Preferred shall have the right to vote on any merger or consolidation of the Corporation with or into another entity or entities, or any sale or transfer of all or substantially all of the Corporation’s assets, or any transaction that would constitute a Fundamental Change in which the holders of the Class A Preferred are entitled to vote, together with the holders of the Common Stock and the Class A Preferred voting together as a single class with each share of Common Stock entitled to one vote per

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share and each Share of Class A Preferred and Class B Preferred entitled to one vote for each share of Common Stock issuable upon conversion of the Class A Preferred and Class B Preferred as of the record date for such vote or, if no record date is specified, as of the date of such vote.

Section 5.    Conversion.

5A.    Conversion Procedure for Conversion of Preferred Stock into Common Stock.

(i)    At any time and from time to time, any holder of Preferred Stock may convert all or any portion of the Preferred Stock held by such holder into a number of shares of Conversion Stock computed by multiplying the number of Shares to be converted by $104.595 and dividing the result by the Conversion Price then in effect.

(ii)    Except as otherwise provided herein, each conversion of Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the Shares converted as a holder of Preferred Stock shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii)    Notwithstanding any other provision hereof, if a conversion of Preferred Stock is to be made in connection with a Public Offering, a Fundamental Change or other transaction affecting the Corporation or a holder of Preferred Stock, the conversion of any Shares of Preferred Stock may, at the election of the holder thereof, be conditioned upon the consummation of such event or transaction, in which case such conversion shall not be deemed to be effective until such event or transaction has been consummated.

(iv)    As soon as possible after a conversion has been effected (but in any event within three (3) business days in the case of subparagraph (a) below), the Corporation shall deliver to the converting holder:

(a)    a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;

(b)    payment in an amount equal to all declared dividends with respect to each Share converted which have not been paid prior thereto, plus the amount payable under subparagraph (viii) below with respect to such conversion; and

(c)    a certificate representing any Shares of Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(v)    The issuance of certificates for shares of Conversion Stock upon conversion of Preferred Stock shall be made without charge to the holders of such Preferred Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of each Share of Preferred Stock,

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the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(vi)    The Corporation shall not close its books against the transfer of Preferred Stock or of Conversion Stock issued or issuable upon the conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock. The Corporation shall assist and cooperate with any holder of Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Shares hereunder (including, without limitation, making any filings required to be made by the Corporation and the Corporation shall pay all filing fees and expenses payable by the Corporation or any such holder in connection therewith).

(vii)    The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Preferred Stock, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Preferred Stock.

(viii)    If any fractional interest in a share of Conversion Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of the Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Market Price of such fractional interest as of the date of conversion.

5B.    Conversion Price.    The initial Conversion Price shall be $104.595. In order to prevent dilution of the conversion rights granted under this Section 5, the Conversion Price shall be subject to adjustment from time to time pursuant to this Section 5.

5C.    Subdivision or Combination of Common Stock.    If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5D.    Reorganization, Reclassification, Consolidation, Merger or Sale.    Prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding) to insure that the Preferred Stock shall not be cancelled or retired as a result of such Organic Change and each of the holders of the Preferred Stock shall thereafter have the right to acquire and receive upon conversion of such Preferred Stock, in lieu of or in addition to (as the case may be) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Preferred Stock,

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such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Preferred Stock immediately prior to such Organic Change. In each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding) to insure that the provisions of this Section 5 and Section 6 hereof shall thereafter be applicable to the Preferred Stock. The Corporation shall not effect any such Organic Change, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from the Organic Change assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

5E.    Notices.

(i)    Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii)    The Corporation shall give written notice to all holders of Preferred Stock at least 20 days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii)    The Corporation shall also give written notice to the holders of Preferred Stock at least 20 days prior to the date on which any Organic Change shall take place.

5F.    Automatic Conversion.    Each share of Preferred Stock shall automatically be converted into shares of Conversion Stock at the Conversion Price at the time in effect for the Preferred Stock immediately upon the Corporation effecting a firm commitment underwritten Public Offering of shares of its Common Stock which is underwritten by a nationally recognized investment bank in which (i) the aggregate price paid by the public for the shares shall be at least $75,000,000 and (ii) the price per share paid by the public for such shares shall be at least 200% of the Conversion Price in effect immediately prior to the closing of the sale of such shares pursuant to the Public Offering (a “Qualified Public Offering”). Any such automatic conversion shall only be effected at the time of and subject to the closing of the sale of such shares pursuant to such Qualified Public Offering and upon written notice of such automatic conversion delivered to all holders of Preferred Stock at least seven days prior to such closing.

5G.    Conversion Procedure for Conversion of Class B Preferred into Class A Preferred.

(i)    At any time and from time to time, any holder of Class B Preferred may convert all or any portion of the Class B Preferred held by such holder into an equal number of shares of Class A Preferred; provided that, notwithstanding the foregoing, no holder of Class B Preferred shall be entitled to exercise the conversion rights under this paragraph 5G to acquire any shares of Class A Preferred upon conversion of shares of Class B Preferred if, as a result of such conversion, such holder, together with the other holders of Class A Preferred and Underlying Class A Common, would collectively own in the aggregate, shares of Class A Preferred and shares of Class A Common representing 50% or more of the Corporation’s outstanding Class A Preferred and Class A Common.

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(ii)    Each conversion of shares of Class B Preferred into shares of Class A Preferred shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such Class B Preferred stating that such holder desires to convert the shares, or a stated number of the shares, of such Class B Preferred represented by such certificate or certificates into shares of Class A Preferred. Each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class B Preferred, as such holder, shall cease and such holder shall be deemed to have become the holder of record of the shares of Class A Preferred represented thereby.

(iii)    Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the Class A Preferred issuable upon such conversion and (b) a certificate representing any Class B Preferred which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iv)    The issuance of certificates for Class A Preferred upon conversion of Class B Preferred shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Preferred or Class B Preferred, as the case may be.

(v)    The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Preferred, solely for the purpose of issuance upon the conversion of the Class B Preferred, such number of shares of Class A Preferred issuable upon the conversion of all outstanding Class B Preferred. All shares of Class A Preferred which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Class A Preferred may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of stock may be listed (except for official notice of issuance which shall be promptly transmitted by the Corporation upon issuance).

(vi)    The Corporation shall not close its books against the transfer of shares of Preferred Stock in any manner which would interfere with the timely conversion of any shares of Class B Preferred. The Corporation shall assist and cooperate with any holder of Class B Preferred required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Class B Preferred hereunder (including, without limitation, making any filings required to be made by the Corporation and the Corporation shall pay all filing fees and expenses payable by the Corporation or any such holder in connection therewith).

Section 6.    Purchase Rights.    If at any time the Corporation grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Preferred Stock shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Stock acquirable upon conversion of such holder’s Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

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Section 7.    Registration of Transfer.    The Corporation shall keep at its principal office a register for the registration of Preferred Stock. Upon the surrender of any certificate representing Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate.

Section 8.    Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 9.    Definitions.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise.

“Common Stock” means, collectively, the Corporation’s Class A Common and Class B Common, and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Conversion Stock” means, with respect to the Class A Preferred, shares of Class A Common, and, with respect to the Class B Preferred, shares of Class B Common; provided that if there is a change such that the securities issuable upon conversion of the Preferred Stock are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of the Preferred Stock if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable for Common Stock.

“Fundamental Change” means (a) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Corporation’s Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business consistent with past practice), (b) any merger or consolidation to which the Corporation is a party, except for a merger in which the Corporation is the surviving corporation, the terms and relative priorities of the Preferred Stock are not changed and the Preferred Stock is not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of Common Stock and Preferred Stock as of the closing under the

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Securities Purchase Agreement shall continue to own more than 50% of the Corporation’s Common Stock (assuming conversion of the Preferred Stock) and (c) any transaction or series of related transactions in which the Corporation’s stockholders of record as constituted immediately prior to such transaction or series of related transactions shall, immediately after such transaction or series of related transactions (by virtue of securities issued in such transaction or series of related transactions or otherwise) fail to hold at least 50% of the voting power of the Corporation or the resulting or surviving entity following such transaction or series of related transactions.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Preferred Stock.

“Liquidation Value” of any Share as of any particular date shall be equal to $104.595 less the aggregate amount of any dividends declared and paid on such Share as of such date of determination.

“Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

“Organic Change” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other transaction, in each case which is effected in such a manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock.

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means any offering by the Corporation of its capital stock or equity securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force.

“Securities Purchase Agreement” means that certain Securities Purchase and Exchange Agreement, dated as of April 21, 2004, by and among the Corporation and the other Persons named therein, as such agreement may be amended or modified from time to time in accordance with its terms.

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“Share” means a share of Preferred Stock and “Shares” means shares of Preferred Stock.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the membership, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

“Underlying Class A Common” means (i) shares of Class A Common issued upon conversion of any shares of Class A Preferred issued pursuant to the Conversion (as defined in the Securities Purchase Agreement) and (ii) shares of Class A Common issued upon conversion of any shares of Class B Common issued upon conversion of any shares of Class B Preferred issued pursuant to the Conversion (as defined in the Securities Purchase Agreement). As to any particular shares of Underlying Class A Common, such shares shall cease to be Underlying Class A Common when they have been (a) effectively registered under the Securities Act of 1933 and disposed of in accordance with the registration statement covering them, or (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act of 1933 (or any similar provision then in force).

Section 10.    Amendment and Waiver.    No amendment, modification, alteration, repeal or waiver of any provision of Sections 1 to 11 hereof shall be binding or effective without the prior written consent of the holders of a majority of the Preferred Stock outstanding at the time such action is taken; provided that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Preferred Stock may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of a majority of the Preferred Stock then outstanding.

Section 11.    Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

C.    COMMON STOCK

Except as otherwise provided in this Part C or as otherwise required by applicable law, all shares of Class A Common and Class B Common shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

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Section 1.    Voting Rights.    Except as otherwise provided in this Part C or as otherwise required by applicable law, the holders of Class A Common shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Corporation; provided that that the right of the holders of Class A Common to vote for the election of directors shall be solely as provided in paragraph 4A of Part B above. Except as otherwise required by applicable law, the holders of Class B Common shall have no right to vote on any matters to be voted on by the stockholders of the Corporation (including the election of directors); provided that the holders of the Class B Common shall have the right to vote on any merger or consolidation of the Corporation with or into another entity or entities, or any sale or transfer of all or substantially all of the Corporation’s assets, or any transaction that would constitute a Fundamental Change (as defined in Part B above) in which the holders of the Class A Common are entitled to vote, together with the holders of the Class A Common and the Preferred Stock voting together as a single class with each share of Common Stock entitled to one vote per share and each Share of Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of the Preferred Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote).

Section 2.    Dividends.    As and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common and the holders of Class B Common shall be entitled to receive such dividends pro rata at the same rate per share of each class of Common Stock; provided that if dividends are declared or paid in shares of Common Stock, the dividends payable to the holders of Class A Common shall be payable in shares of Class A Common and the dividends payable to the holders of Class B Common shall be payable in shares of Class B Common. The right of the holders of Common Stock to receive dividends are subject to the provisions of the Preferred Stock.

Section 3.    Liquidation.    Subject to the provisions of the Preferred Stock, the holders of the Class A Common and the holders of the Class B Common shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4.    Conversion.

4A.    Conversion of Class B Common into Class A Common.

(i)    At any time and from time to time, each holder of Class B Common (other than a BHC Stockholder) shall be entitled to convert into an equal number of shares of Class A Common any or all of the shares of Class B Common held by such holder; provided that, notwithstanding the foregoing, no holder of Class B Common shall be entitled to exercise the conversion rights under this subparagraph (i) to acquire any shares of Class A Common upon conversion of shares of Class B Common if, as a result of such conversion, such holder, together with the other holders of Underlying Class A Common (as defined in Part B above) and Class A Preferred, would collectively own in the aggregate, shares of Class A Preferred and shares of Class A Common representing 50% or more of the Corporation’s outstanding Class A Preferred and Class A Common.

(ii)    In addition to the conversion rights under subparagraph (i) above (and notwithstanding the availability of such conversion rights), in connection with the occurrence (or the expected occurrence as described in subparagraph (iv) below) of any Conversion Event, each holder of Class B Common shall be entitled to convert into an equal number of shares of Class A Common any or all of the shares of such holder’s Class B Common being (or expected to be) distributed, disposed of or sold in connection with such Conversion Event.

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(iii)    For purposes of this paragraph 4A, a “Conversion Event” shall mean (a) any public offering or public sale of securities of the Corporation (including a public offering registered under the Securities Act of 1933 and a public sale pursuant to Rule 144 of the Securities and Exchange Commission or any similar rule then in force), (b) any sale of securities of the Corporation to a person or group of persons (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) if, after such sale, such person or group of persons in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the Corporation’s directors (provided that such sale has been approved by the Corporation’s Board of Directors or a committee thereof), (c) any sale of securities of the Corporation to a person or group of persons (within the meaning of the 1934 Act) if, after such sale, such person or group of persons in the aggregate would own or control securities of the Corporation (excluding any Class B Common being converted and disposed of in connection with such Conversion Event) which possess in the aggregate the ordinary voting power to elect a majority of the Corporation’s directors, (d) any sale of securities of the Corporation to a person or group of persons (within the meaning of the 1934 Act) if, after such sale, such person or group of persons would not, in the aggregate, own, control or have the right to acquire more than two percent (2%) of the outstanding securities of any class of voting securities of the Corporation, and (e) a merger, consolidation or similar transaction involving the Corporation if, after such transaction, a person or group of persons (within the meaning of the 1934 Act) in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the surviving corporation’s directors (provided that the transaction has been approved by the Corporation’s Board of Directors or a committee thereof). For purpose of this paragraph 4A, “person” shall include any natural person and any corporation, partnership, joint venture, trust, unincorporated organization and any other entity or organization.

(iv)    Each holder of Class B Common shall be entitled to convert shares of Class B Common in connection with any Conversion Event if such holder reasonably believes that such Conversion Event shall be consummated, and a written request for conversion from any holder of Class B Common to the Corporation stating such holder’s reasonable belief that a Conversion Event shall occur shall be conclusive and shall obligate the Corporation to effect such conversion in a timely manner so as to enable each such holder to participate in such Conversion Event. The Corporation shall not cancel the shares of Class B Common so converted before the tenth day following such Conversion Event and shall reserve such shares until such tenth day for reissuance in compliance with the next sentence. If any shares of Class B Common are converted into shares of Class A Common in connection with a Conversion Event and such shares of Class A Common are not actually distributed, disposed of or sold pursuant to such Conversion Event, such shares of Class A Common shall be promptly converted back into the same number of shares of Class B Common.

4B.    Conversion Procedure for Conversion of Class B Common into Class A Common.

(i)    Unless otherwise provided in connection with a Conversion Event with respect to the Class B Common, each conversion of shares of Class B Common into shares of Class A Common shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such Class B Common stating that such holder desires to convert the shares, or a stated number of the shares, of such Common Stock represented by such certificate or certificates into shares of Class A Common. Unless otherwise provided in connection with a Conversion Event, each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class B Common, as such holder, shall cease and such holder shall be deemed to have become the holder of record of the shares of Class A Common represented thereby.

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(ii)    Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the Class A Common issuable upon such conversion and (b) a certificate representing any Class B Common which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iii)    The issuance of certificates for Class A Common upon conversion of Class B Common shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common or Class B Common, as the case may be.

(iv)    The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common, solely for the purpose of issuance upon the conversion of the Class B Common, such number of shares of Class A Common issuable upon the conversion of all outstanding Class B Common. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Class A Common may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Stock may be listed (except for official notice of issuance which shall be promptly transmitted by the Corporation upon issuance).

(v)    The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Common Stock. The Corporation shall assist and cooperate with any holder of Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation and the Corporation shall pay all filing fees and expenses payable by the Corporation or any such holder in connection therewith).

4C.    Conversion of Class A Common into Class B Common.

(i)    In connection with the occurrence of a BHC Regulatory Problem (as defined below) and upon 10 business days prior written notice to the Corporation and the holders of Class A Preferred and Underlying Class A Common, any BHC Stockholder (as defined below) holding Class A Common shall be entitled to convert into an equal number of shares of Class B Common any or all of the shares of such holder’s Class A Common.

(ii)    For purposes of this paragraph 4C, (a) “BHCA” means the Bank Holding Company Act of 1956, as amended, and the rules and regulations promulgated thereunder, (b) a “BHC Regulatory Problem” shall be deemed to exist if a BHC Stockholder obtains an opinion of counsel (which counsel shall be reasonably acceptable to the Corporation’s board of directors and may be in-house counsel of such BHC Stockholder or any of its affiliates), to the effect that there is a material likelihood that such BHC Stockholder would be in violation of any provision of the BHCA (without regard to Section 4(k) thereof), including any regulation, written interpretation or directive of any governmental authority having regulatory authority over such BHC Stockholder or any other law, rule, regulation or administrative practice to which such BHC Stockholder is subject, as a result of the BHC Stockholder continuing to hold voting stock of the Corporation, and (c) “BHC Stockholder” means any stockholder of the Corporation that is a bank holding company, as defined in 12 U.S.C. §1841(a), or a non-bank subsidiary of such bank holding company.

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4D.    Conversion Procedure for Conversion of Class A Common into Class B Common.

(i)    Each conversion of shares of Class A Common into shares of Class B Common shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such Class A Common stating that such holder desires to convert the shares, or a stated number of the shares, of such Common Stock represented by such certificate or certificates into shares of Class B Common. Each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class A Common, as such holder, shall cease and such holder shall be deemed to have become the holder of record of the shares of Class B Common represented thereby.

(ii)    Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (a) the certificate or certificates for the Class B Common issuable upon such conversion and (b) a certificate representing any Class A Common which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted.

(iii)    The issuance of certificates for Class B Common upon conversion of Class A Common shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common or Class B Common, as the case may be.

(iv)    The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class B Common, solely for the purpose of issuance upon the conversion of the Class A Common, such number of shares of Class B Common issuable upon the conversion of all outstanding Class A Common held by BHC Stockholders. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Class B Common may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Stock may be listed (except for official notice of issuance which shall be promptly transmitted by the Corporation upon issuance).

(v)    The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Common Stock. The Corporation shall assist and cooperate with any holder of Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

4E.    Stock Splits.    If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be proportionately subdivided or combined in a similar manner.

Section 5.    Registration of Transfer.    The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of any class of Common

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Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 6.    Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 7.    Notices.    All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

ARTICLE V

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Timothy J. Harris	Morrison & Foerster LLP Attn: Timothy J. Harris 755 Page Mill Road Palo Alto, California 94304-1018

ARTICLE VI

The Corporation is to have perpetual existence.

ARTICLE VII

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

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ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE IX

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE IX shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

*    *    *    *    *    *    *

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 14th day of May, 2004.

/s/    Timothy J. Harris

Timothy J. Harris, Sole Incorporator

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EX-3.6

EXHIBIT 3.6

BY-LAWS

OF

GCA HOLDINGS, INC.

A Delaware corporation

(Adopted as of May 14, 2004)

ARTICLE I

OFFICES

Section 1     Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2     Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1     Annual Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of the annual meeting shall be determined by the board of directors of the corporation. No annual meeting of stockholders need be held if not required by the certificate of incorporation or by the General Corporation Law of the State of Delaware.

Section 2     Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called in the shortest period permitted under the General Corporation Law of the State of Delaware by (1) the board of directors, (2) the holders of shares entitled to cast not less than fifty percent of the votes at the meeting or (3) the holders of a majority of the shares of the corporation’s Class A Preferred Stock. The date, time and place, if any, and/or remote communication, of any special meeting of stockholders shall be set forth in such notice.

Section 3     Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4     Notice. Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting and to each director not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (3) if by any other form of electronic transmission, when directed to the stockholder. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (x) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (y) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5     Stockholders List. The officer who has charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6     Quorum. The holders of a majority of the votes represented by the issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the corporation shall then have outstanding shares of more than one class or series) voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies.

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Section 7     Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8     Vote Required. When a quorum is present, the affirmative vote of the majority of votes represented by shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Section 9     Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10     Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11     Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section

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shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12     Action by Telegram, Cablegram or Other Electronic Transmission Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section; provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.

ARTICLE III

DIRECTORS

Section 1     General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2     Number, Election and Term of Office. The number of directors which shall constitute the first board shall be five (5). Thereafter, the number of directors shall be established from time to time in accordance with the provisions of that certain Stockholders Agreement, dated as of May 13, 2004, among the corporation and certain of its stockholders (the “Stockholders Agreement”). Except as otherwise provided in the corporation’s certificate of incorporation, the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors in compliance with the provisions of the Stockholders Agreement. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3     Removal and Resignation. Subject to the provisions of the Stockholders Agreement, any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Section 4     Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled as provided in the Stockholders Agreement; provided that at any time the Stockholders Agreement is no longer in effect, such vacancies and newly created directorships may be filled by a majority of votes represented by the issued and outstanding shares of capital stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. Whenever holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation or the Stockholders Agreement, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the votes represented by the issued and outstanding shares of such class or classes or series of capital stock entitled to vote thereon.

Notwithstanding the foregoing, any such vacancy shall automatically reduce the authorized number of directors pro tanto, until such time as the holders of outstanding shares of capital stock who are entitled to elect the director whose office is vacant shall have exercised their right to elect a director to fill such vacancy, whereupon the authorized number of directors shall be automatically increased pro tanto. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5     Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place, if any, as the annual meeting of stockholders.

Section 6     Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors; provided that a meeting of the board of directors shall be held at least once during each of the corporation’s fiscal quarters. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 48 hours notice to each director, either personally, by telephone, by mail or by telegraph.

Section 7     Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Except as otherwise required by the corporation’s certificate of incorporation, each director shall be entitled to one vote.

Section 8     Committees. Subject to the provisions of the Stockholders Agreement, the board of directors may, by resolution passed by a majority of the whole board, (i) designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation, except as otherwise limited by law, and (ii) designate or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9     Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee then in office shall be necessary to constitute a quorum. Subject to the provisions of the Stockholders Agreement, in the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10     Audit Committee. The audit committee shall consist of at least three (3) members of the board of directors as shall from time to time be appointed by resolution of the board of directors in accordance with the terms and provisions of the Stockholders Agreement. The audit committee shall review and, as it shall deem appropriate, recommend to the board internal accounting and financial controls for the corporation and accounting principles and auditing practices and procedures to be employed in the preparation and review of financial statements of the corporation. The audit committee shall make recommendations to the board concerning the engagement of independent public accountants to audit the annual financial statements of the corporation and the scope of the audit to be undertaken by such accountants.

Section 11     Compensation Committee. The compensation committee shall consist of at least three (3) members of the board of directors as from time to time shall be appointed by resolution of the board of directors in accordance with the terms and provisions of the Stockholders Agreement. The compensation committee shall review and, as it deems appropriate, recommend to the president and the board of directors policies, practices and procedures relating to the compensation of managerial employees and the establishment and administration of employee benefit plans. The compensation committee shall have and exercise day-to-day authority under any employee stock option plans of the corporation as the committee therein (unless the board of directors by resolution appoints any other committee to exercise such authority and subject to the oversight and ultimate control thereof by the board of directors), and shall otherwise advise and consult with the officers of the corporation as may be requested regarding managerial personnel policies.

Section 12     Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 13     Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the

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adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 14     Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

Section 1     Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2     Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3     Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4     Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5     Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6     The President. The president shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and board of directors at which he is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

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Section 7     Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8     The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9     The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 10     Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11     Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1     Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2     Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation provided for under Section 1 of this Article V or advance of expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not properly made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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Section 3     Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4     Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5     Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6     Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the board of directors.

Section 7     Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8     Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1     Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant

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transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2     Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3     Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4     Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed

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written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5     Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6     Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7     Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1     Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2     Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

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Section 3     Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4     Loans. No loans shall be made by the corporation to its officers or directors, and no loans shall be made by the corporation secured by its shares. No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 5     Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6     Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7     Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8     Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9     Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10     Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

Subject to the provisions of the Stockholders Agreement and the Securities Purchase and Exchange Agreement, dated as of April 21, 2004, among the corporation and certain of its stockholders, these by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote and the affirmative vote of the director appointed by the holders of the corporation’s Class A Preferred Stock. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

by and among

Global Cash Access, L.L.C.,

Global Cash Access Finance Corporation,

The Guarantors named herein

and

Banc of America Securities LLC

Dated as of March 10, 2004

Registration Rights Agreement

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2004, by and among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation (together with the Company, the “Issuers”), all of the existing wholly owned domestic subsidiaries of the Company and any subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), and Banc of America Securities LLC (the “Initial Purchaser”), who has agreed to purchase the Issuers’ 8-3/4% Senior Subordinated Notes due 2012 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The obligations of the Issuers under the Initial Notes will be fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are collectively referred to herein as the “Initial Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated as of March 4, 2004 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the Holders (as defined below) from time to time of the Securities (including the Initial Purchaser). In order to induce the Initial Purchaser to purchase the Initial Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(i) of the Purchase Agreement.

The parties hereby agree as follows:

Section 1. Definitions

As used in this Agreement, the following capitalized terms shall have the following meanings:

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Effectiveness Target Date: As defined in Section 5.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount

equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities: The 8-3/4% Senior Subordinated Notes due 2012, of the same series under the Indenture as the Initial Notes, and the Guarantees thereof by the Guarantors, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Exempt Resales: The transactions in which the Initial Purchaser proposes to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act, and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Guarantees: As defined in the preamble hereto.

Guarantors: As defined in the preamble hereto.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indenture: The Indenture, dated as of March 10, 2004, among the Issuers, the Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Initial Notes: The 8-3/4% Senior Subordinated Notes due 2012, of the same series under the Indenture as the Exchange Notes, for so long as such securities constitute Transfer Restricted Securities.

Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the Initial Purchaser pursuant to the Purchase Agreement.

Initial Securities: As defined in the preamble hereto.

Interest Payment Date: As defined in the Indenture and the Securities.

NASD: National Association of Securities Dealers, Inc.

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the

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provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities: The Initial Securities and the Exchange Securities.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4 hereof.

Shelf Registration Statement: As defined in Section 4 hereof.

Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities: Each Security, until the earliest to occur of (a) the date on which such Security is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or is saleable pursuant to Rule 144(k) under the Securities Act.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

Section 2. Securities Subject To This Agreement

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

Section 3. Registered Exchange Offer

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuers and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 120 calendar days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 180 calendar days after the Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Securities held by Broker-Dealers as contemplated by Section 3(c) below.

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(b) The Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 calendar days and not more than 45 calendar days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Securities shall be included in the Exchange Offer Registration Statement. The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 210 calendar days after the Closing Date.

(c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Issuers and the Guarantors shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

Section 4. Shelf Registration

(a) Shelf Registration. If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 210 calendar days after the Closing Date, (iii) with respect to any Holder of Transfer Restricted Securities if such Holder notifies the Issuers on or prior to the 20^th business day following the Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds

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Initial Securities acquired directly from the Issuers or one of its affiliates, or (iv) the Initial Purchaser requests, then, upon such Holder’s or Initial Purchaser’s request, the Issuers and the Guarantors shall

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to 60 calendar days after the earliest to occur of (1) the date on which the Issuers determine that they are not required to file the Exchange Offer Registration Statement or the Exchange Offer Registration Statement cannot be filed as a result of clause (i) above, (2) if the Exchange Offer is not Consummated in the case of clause (ii) above, the date on which the Exchange Offer should have been Consummated pursuant to Section 3(b) hereof, and (3) the date on which the Issuers receive notice as specified in clause (iii) or clause (iv) above (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y) use their best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 120th calendar day after the Shelf Filing Deadline.

The Issuers and the Guarantors shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or there ceases to be outstanding any Transfer Restricted Securities). If the Issuers Consummate the Exchange Offer, upon such consummation their obligation to file the Shelf Registration Statement pursuant to (a)(i) and (a)(ii) of this Section 4 shall terminate; provided, however, that any such consummation shall not relieve the Issuers of any obligation to file the Shelf Registration Statement pursuant to (a)(iii) and (a)(iv) of this Section 4.

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 20 business days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and the Issuers may exclude from such registration the Securities of any Holder that fails to furnish such information within such 20 business days. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

Section 5. Liquidated Damages

If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 calendar days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for more than 30 calendar days (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Issuers

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hereby agree to pay liquidated damages (“Liquidated Damages”) such that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.50% per annum during the 90 day period immediately following the occurrence of any Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90 day period, but in no event shall such increase exceed 1.00% per annum. In no event shall Liquidated Damages exceed the maximum applicable amount set forth above, regardless of whether one or multiple Registration Defaults exist. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after the date such Liquidated Damages cease to accrue, a different Registration Default occurs, Liquidated Damages may again commence accruing pursuant to the foregoing provisions.

A Registration Default under clause (i) above shall be cured on the date that the applicable Registration Statement is filed with the Commission; a Registration Default under clause (ii) above shall be cured on the date that the applicable Registration Statement is declared effective by the Commission; a Registration Default under clause (iii) above shall be cured on the date the Exchange Offer is Consummated; and a Registration Default under clause (iv) above shall be cured on the date that the post-effective amendment curing the deficiency in the Shelf Registration Statement is declared effective or the Shelf Registration Statement otherwise becomes effective or usable.

A Registration Default referred to in this Section shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by Section 6(c)(xvi) hereof; provided, however, that in the event of (x) or (y) if such Registration Default occurs for a period that exceeds 30 days in any 100-day period or an aggregate of 60 days in any 12-month period, Liquidated Damages shall be payable in accordance with the above from the day such Registration Default actually occurs (without giving effect to the text preceding this proviso) until such Registration Default is actually cured.

All references herein to “interest” include the Liquidated Damages payable pursuant to this Section 5, and all accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Securities. Notwithstanding the fact that any securities for which Liquidated Damages are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantors to pay accrued Liquidated Damages with respect to such Securities shall survive until such time as such obligations with respect to such Securities shall have been satisfied in full.

Section 6. Registration Procedures

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Securities. The Issuers and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required

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to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Issuers and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise reasonably required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a favorable resolution by the Commission staff of such submission.

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Issuers.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Issuers will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions thereof.

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Securities by Broker-Dealers), the Issuers and the Guarantors shall:

(i) use their best efforts to keep such Registration Statement continuously effective, and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors), for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

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(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers and the Guarantors shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) furnish without charge to the Initial Purchaser, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five business days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the Initial Purchaser or Holder of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five business days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of the Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchaser, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Issuers’ management officers and other representatives available and management officers and other representatives of the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

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(vi) make available at reasonable times for inspection by the Initial Purchaser, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by the Initial Purchaser or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuers and each of the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and make available the Issuers’ management, officers and other representatives for meetings with investors typical for road shows of underwritten securities to the extent requested by any Holder, the Initial Purchaser or underwriter; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of all such entities and persons by the counsel designated pursuant to Section 7(b) hereof and provided further that any records, information or documents that are designated by the Issuers and/or Guarantors in writing as confidential shall be kept confidential by such entities and persons unless disclosure of such records, information or documents is required by court decree or such records, information or documents become publicly available;

(vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix) furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuers and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

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(xi) enter into, and cause the Guarantors to enter into, such customary agreements (including an underwriting agreement in customary form), and make, and cause the Guarantors to make, such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by the Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Issuers and the Guarantors shall:

(A) furnish to the Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement:

(1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Issuers and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5 (l) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers and the Guarantors, covering the matters set forth in paragraph (c) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantors and representatives of the independent public accountants for the Issuers and the Guarantors in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Issuers and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3) a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Issuers’ independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with underwritten public offerings, and covering the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions

10

contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors pursuant to this clause (xi), if any.

If at any time the representations and warranties of the Issuers and the Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchaser and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with, and cause the Guarantors to cooperate with, the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuers nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities, having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Issuers for cancellation;

(xiv) cooperate with, and cause the Guarantors to cooperate with, the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

(xv) use their best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above;

(xvi) if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all Securities are eligible for deposit with the Depository Trust Company;

(xviii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use

11

their reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

(xix) otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement;

(xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate, and cause the Guarantors to cooperate with, the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and cause the Guarantors to execute, and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xxi) cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Issuers are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriter(s), if any; and

(xxii) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed, each Holder hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Issuers with more recently dated Prospectuses or (ii) each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Liquidated Damages are due pursuant to Section 5 hereof or the amount of such Liquidated Damages, it being agreed that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5.

12

Section 7. Registration Expenses

(a) All expenses incident to the Issuers’ or the Guarantors’ performance of or compliance with this Agreement will be borne jointly and severally by the Issuers and the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by the Initial Purchaser or any Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Issuers will, in any event, bear their and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors.

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities who are tendering Securities into the Exchange Offer and/or selling or reselling Securities or Exchange Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Fried, Frank, Harris, Shriver & Jacobson LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Section 8. Indemnification

(a) The Issuers agree and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Issuers by any of the Holders expressly for use therein and (ii) with respect to any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact made in any preliminary prospectus

13

relating to the Shelf Registration Statement, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final Prospectus if the Issuers had previously furnished copies thereof to such Holder. This indemnity agreement shall be in addition to any liability which the Issuers may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and the Guarantors in writing provided, that the failure to give such notice shall not relieve the Issuers or the Guarantors of their respective obligations pursuant to this Agreement, except to the extent that the indemnifying party has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Issuers and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Issuers shall be liable for any settlement of any such action or proceeding effected with the Issuers’ and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and the Issuers and the Guarantors agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Issuers and the Guarantors. The Issuers shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantors and their respective directors, officers of the Issuers who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers and the Guarantors, and the respective offices, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers or the Guarantors or their directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors, and the Issuers and the Guarantors, or their directors or officers or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Securities giving rise to such indemnification obligation.

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount

14

paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Issuers and the Guarantors shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum the amount of Liquidated Damages which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Issuers and the Guarantors on the one hand and of the Indemnified Holder on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or any of the Guarantors on the one hand, or by the Indemnified Holder on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuers, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

Section 9. Rule 144A

The Issuers and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Section 10. Participation In Underwritten Registrations

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

15

Section 11. Selection of Underwriters

The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuers.

Section 12. Miscellaneous

(a) Remedies. The Issuers and the Guarantors acknowledge and agree that any failure by the Issuers and/or the Guarantors to comply with their respective obligations under this Agreement may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages from such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under Sections this agreement. The Issuers and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Issuers will not, and will cause the Guarantors not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Issuers nor the Guarantors have entered into any agreement granting any registration rights with respect to the Securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ or the Guarantors’ securities under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Securities. The Issuers will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 12(d)(i), the Issuers have obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Issuers or their Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchaser hereunder, the Issuers shall obtain the written consent of the Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

16

(ii) if to the Issuers:

Global Cash Access, L.L.C.

3525 E. Post Road, Suite 120

Las Vegas, NV 89120

Facsimile: (702) 262-5039

Attention: Kirk Sanford

With a copy to:

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94304

Facsimile: (650) 494-0792

Attention: Paul L. Lion

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Entire Agreement. This Agreement together with the Purchase Agreement, the Indenture, the Securities and any related documents, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

17

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GLOBAL CASH ACCESS, L.L.C.,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

GLOBAL CASH ACCESS FINANCE CORPORATION,
a Delaware corporation
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CCI ACQUISITION, LLC,
a Delaware corporation limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CENTRAL CREDIT, LLC,
a Delaware limited liability company
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

18

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC
By:	/s/    JOHN MCCUSKER

19

EX-4.2

Exhibit 4.2

GLOBAL CASH ACCESS, L.L.C. and

GLOBAL CASH ACCESS FINANCE CORPORATION, as Issuers,

CCI ACQUISITION, LLC

and

CENTRAL CREDIT, LLC,

as Subsidiary Guarantors,

and

THE BANK OF NEW YORK, as Trustee

INDENTURE

Dated as of March 10, 2004

$235,000,000

8  ³/4% Senior Subordinated Notes due 2012

CROSS-REFERENCE TABLE*

TRUST INDENTURE ACT SECTION	INDENTURE SECTION
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.06
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06
(c)	13.02
(d)	7.06
314(a)	13.05; 4.03
(b)	N.A.
(c)(1)	13.04
(c)(2)	N.A.
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
315(a)	N.A.
(b)	N.A.
(c)	N.A.
(d)	N.A.
(e)	N.A.
316(a)(last sentence)	N.A.
(a)(1)(A)	N.A.
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	N.A.
(c)	13.14
317(a)(1)	N.A.
(a)(2)	N.A.
(b)	N.A.
318(a)	N.A.
(b)	N.A.

i

      (c) 13.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

ii

TABLE OF CONTENTS

CROSS-REFERENCE TABLE		i
ARTICLE One
Definitions and Incorporation by Reference		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	31
Section 1.03.	Incorporation by Reference of Trust Indenture Act	32
Section 1.04.	Rules of Construction	32
ARTICLE Two
The Notes		32
Section 2.01.	Form and Dating	32
Section 2.02.	Execution and Authentication	34
Section 2.03.	Methods of Receiving Payments on the Notes	35
Section 2.04.	Registrar and Paying Agent	35
Section 2.05.	Paying Agent to Hold Money in Trust	35
Section 2.06.	Holder Lists	36
Section 2.07.	Transfer and Exchange	36
Section 2.08.	Replacement Notes	50
Section 2.09.	Outstanding Notes	50
Section 2.10.	Treasury Notes	51
Section 2.11.	Temporary Notes	51
Section 2.12.	Cancellation	51
Section 2.13.	Defaulted Interest	51
Section 2.14.	CUSIP Numbers	52
ARTICLE Three
Redemption and Prepayment; Satisfaction and Discharge		52

iii

Section 3.01.	Notices to Trustee	52
Section 3.02.	Selection of Notes to Be Redeemed	52
Section 3.03.	Notice of Redemption	53
Section 3.04.	Effect of Notice of Redemption	54
Section 3.05.	Deposit of Redemption Price	54
Section 3.06.	Notes Redeemed in Part	54
Section 3.07.	Optional Redemption	54
Section 3.08.	Mandatory Redemption	56
Section 3.09.	Special Redemption	56
Section 3.10.	Application of Trust Money	56
ARTICLE Four
Covenants		57
Section 4.01.	Payment of Notes	57
Section 4.02.	Maintenance of Office or Agency	57
Section 4.03.	Reports	58
Section 4.04.	Compliance Certificate	59
Section 4.05.	Taxes	59
Section 4.06.	Stay, Extension and Usury Laws	59
Section 4.07.	Restricted Payments	60
Section 4.08.	Dividend and Other Payment Restrictions Affecting Subsidiaries	67
Section 4.09.	Incurrence of Indebtedness and Issuance of Disqualified Stock	69
Section 4.10.	Asset Sales	74
Section 4.11.	Transactions with Affiliates	78
Section 4.12.	Liens	80
Section 4.13.	Corporate Existence	81
Section 4.14.	Limitation on Layering Debt	81

iv

Section 4.15.	Offer to Repurchase upon a Change of Control	81
Section 4.16.	Limitation on Subsidiary Preferred Stock	84
Section 4.17.	Unrestricted Subsidiaries	85
Section 4.18.	Payments for Consent	86
Section 4.19.	Issuances of Guarantees by New Restricted Subsidiaries	87
Section 4.20.	Restrictions on Activities of Finance Corp	87
Section 4.21.	Liquidated Damages Notice	88
ARTICLE Five
Successors		88
Section 5.01.	Consolidation, Merger or Sale of Assets	88
ARTICLE Six
Defaults and Remedies		91
Section 6.01.	Events of Default	91
Section 6.02.	Acceleration	93
Section 6.03.	Other Remedies	95
Section 6.04.	Waiver of Past Defaults	95
Section 6.05.	Control by Majority	96
Section 6.06.	Limitation on Suits	96
Section 6.07.	Rights of Holders of Notes to Receive Payment	96
Section 6.08.	Collection Suit by Trustee	97
Section 6.09.	Trustee May File Proofs of Claim	97
Section 6.10.	Priorities	97
Section 6.11.	Undertaking for Costs	98
ARTICLE Seven
Trustee		98
Section 7.01.	Duties of Trustee	98

v

Section 7.02.	Certain Rights of Trustee	99
Section 7.03.	Individual Rights of Trustee	100
Section 7.04.	Trustee’s Disclaimer	101
Section 7.05.	Notice of Defaults	101
Section 7.06.	Reports by Trustee to Holders of the Notes	101
Section 7.07.	Compensation and Indemnity	101
Section 7.08.	Replacement of Trustee	102
Section 7.09.	Successor Trustee by Merger, Etc.	103
Section 7.10.	Eligibility; Disqualification	103
Section 7.11.	Preferential Collection of Claims Against Co-Obligors	104
ARTICLE Eight
Defeasance and Covenant Defeasance		104
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	104
Section 8.02.	Legal Defeasance and Discharge	104
Section 8.03.	Covenant Defeasance	105
Section 8.04.	Conditions to Legal Defeasance or Covenant Defeasance	105
Section 8.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	107
Section 8.06.	Repayment to the Co-Obligors	107
Section 8.07.	Reinstatement	108
ARTICLE Nine
Amendment, Supplement and Waiver		108
Section 9.01.	Without Consent of Holders of Notes	108
Section 9.02.	With Consent of Holders of Notes	109
Section 9.03.	Compliance with Trust Indenture Act	111
Section 9.04.	Revocation and Effect of Consents	111

vi

Section 9.05.	Notation on or Exchange of Notes	111
Section 9.06.	Trustee to Sign Amendments, Etc.	112
ARTICLE Ten
Subordination		112
Section 10.01.	Agreement to Subordinate	112
Section 10.02.	Liquidation; Dissolution; Bankruptcy	112
Section 10.03.	Default on Designated Senior Indebtedness	113
Section 10.04.	Acceleration of Notes	114
Section 10.05.	When Distribution Must Be Paid Over	114
Section 10.06.	Notice by the Co-Obligors	115
Section 10.07.	Subrogation	115
Section 10.08.	Relative Rights	115
Section 10.09.	Subordination May Not Be Impaired by the Co-Obligors	116
Section 10.10.	Distribution or Notice to Representative	116
Section 10.11.	Rights of Trustee and Paying Agent	116
Section 10.12.	Authorization to Effect Subordination	117
Section 10.13.	Reliance on Judicial Order or Certificate of Liquidating Agent	117
Section 10.14.	Reliance by Holders of Senior Indebtedness on Subordination	117
Section 10.15.	Trustee Not Fiduciary for Holders of Senior Indebtedness	118
ARTICLE Eleven
Guarantees		118
Section 11.01.	Guarantee	118
Section 11.02.	Subordination of Guarantee	119
Section 11.03.	Limitation on Subsidiary Guarantor Liability	119
Section 11.04.	Execution and Delivery of Guarantee	120
Section 11.05.	Releases of Subsidiary Guarantors	120

vii

ARTICLE Twelve
Satisfaction and Discharge		121
Section 12.01.	Satisfaction and Discharge	121
Section 12.02.	Deposited Money and U.S. Government Obligations to be held in Trust; Other Miscellaneous Provisions	122
Section 12.03.	Repayment to the Company	122
ARTICLE Thirteen
Miscellaneous		122
Section 13.01.	Trust Indenture Act Controls	122
Section 13.02.	Notices	122
Section 13.03.	Communication by Holders of Notes with Other Holders of Notes	124
Section 13.04.	Certificate and Opinion as to Conditions Precedent	124
Section 13.05.	Statements Required in Certificate or Opinion	124
Section 13.06.	Rules by Trustee and Agents	125
Section 13.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	125
Section 13.08.	Governing Law	125
Section 13.09.	Consent to Jurisdiction	125
Section 13.10.	No Adverse Interpretation of Other Agreements	125
Section 13.11.	Successors	126
Section 13.12.	Severability	126
Section 13.13.	Counterpart Originals	126
Section 13.14.	Acts of Holders	126
Section 13.15.	Benefit of Indenture	127
Section 13.16.	Table of Contents, Headings, Etc.	127
Section 13.17.	Force Majeure	128

viii

Exhibits

Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE
Exhibit G	INCUMBENCY CERTIFICATE

ix

INDENTURE dated as of March 10, 2004 among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Co-Obligors”), the Subsidiary Guarantors (as defined below) and The Bank of New York, a New York banking corporation, as Trustee.

The Co-Obligors, the Subsidiary Guarantors and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 8 ³/₄% Senior Subordinated Notes due 2012 (the “Initial Notes” and, together with any Exchange Notes and Additional Notes, each as defined herein, the “Notes”):

ARTICLE ONE

Definitions and Incorporation

by Reference

Section 1.01. Definitions.

“144A Global Note” means a global note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

“Additional Notes” means any further Notes (other than the Initial Notes issued on the date of this Indenture) issued under this Indenture in accordance with the terms of this Indenture, including Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes issued on the date hereof, ranking equally with those Initial Notes in all respects subject to compliance with Section 4.09 hereof.

“Adjusted Treasury Rate” means the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of the principal amount) equal to the Comparable Treasury Price for the redemption date, calculated in accordance with standard market practice.

“Affiliate” means, with respect to any specified Person: (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (2) any other Person that owns, directly or indirectly, 10% or more of any class or series of such specified Person’s (or any of such Person’s direct or indirect parent’s)

Capital Stock or any officer, director or manager of any such specified Person or other Person or, with respect to any natural Person, any person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin; or (3) any other Person 10% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person; provided that any bank or lending institution that is a signatory to the Credit Agreement (or affiliates thereof) shall not be deemed an Affiliate of a Person unless it has the right to elect a majority of the board of directors or managers of that Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Agent Bank” means Bank of America, N.A., and its successors under the Credit Agreement, in its capacity as administrative agent.

“Applicable Capital Gains Tax Rate” means,

(a) with respect to a Tax Year and an Ultimate Member that is an individual, a rate equal to the sum of: (i) the highest marginal federal capital gain tax rate applicable in such Tax Year to an individual who is a citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local capital gain tax rates applicable in such Tax Year to an individual who is a resident of the City of San Francisco in the State of California, multiplied by a factor equal to 1 minus the highest marginal federal capital gain tax rate described in clause (i) above; and

(b) with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the Applicable Ordinary Tax Rate.

“Applicable Ordinary Tax Rate” means, with respect to a Tax Year, a rate equal to the sum of: (i) the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local ordinary income tax rates applicable in such Tax Year to an individual who is a resident of the City of San Francisco in the State of California, multiplied by a factor equal to 1 minus the highest marginal federal income tax rate described in clause (i) above; provided, however, that if the highest marginal federal corporate income tax rate applicable in such Tax Year exceeds the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, then, solely for purposes of determining Permitted Tax Distributions with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the rate described in clause (i) above shall be the highest marginal federal corporate income tax rate applicable in such Tax Year.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

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“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or Sale and Leaseback Transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

(a) any Capital Stock of any Restricted Subsidiary (other than director’s qualifying stock);

(b) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or

(c) any other properties, assets or rights or Capital Stock of the Company or any Restricted Subsidiary other than in the ordinary course of business.

For the purposes of this definition, the term “Asset Sale” shall not include

(a) any transfer of properties and assets that is governed by the provisions described under Section 5.01 hereof;

(b) any transfer of properties and assets that is by the Company to any Subsidiary Guarantor or Wholly Owned Restricted Subsidiary, or by any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary or Subsidiary Guarantor in accordance with the terms of this Indenture;

(c) any transfer of properties and assets that would be within the definition of a “Restricted Payment” in Section 4.07 hereof and would be permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under such definition;

(d) any transfer of obsolete equipment in the ordinary course of business;

(e) any transfer that involves the disposition of the Capital Stock of an Unrestricted Subsidiary;

(f) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(g) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; or

(h) any transfer of properties and assets the Fair Market Value of which in the aggregate does not exceed $1 million in any transaction or series of related transactions.

“Average Life to Stated Maturity” means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

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“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Banks” means the banks and other financial institutions that from time to time are lenders under the Credit Agreement.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means, with respect to any Person, the board of directors, management committee or other equivalent management entity of such Person or any committee thereof duly authorized to act on behalf of such board. With respect to the Company, (1) at such time as the Company is a limited liability company, references herein to the Board of Directors of the Company refer to the management committee of Holdings, the sole member of the Company, and (2) at such time as the Company is a C-Corporation, references herein to the Board of Directors of the Company refer to the board of directors of the Company.

“Board Resolution” means, with respect to a Board of Directors, a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by such Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

“Capital Lease Obligation” of any Person means any obligation of such Person and its Restricted Subsidiaries on a consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

“Capital Stock” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, other equity interests whether now outstanding or issued after the date of this Indenture, partnership interests (whether general or limited), limited liability company interests, membership interests, any other interest or participation that confers on a Person that right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

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“Cash Equivalents” means

(a) any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof,

(b) deposits, certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System and whose senior unsecured debt is rated at least “A-1” by S&P or at least “P-1” by Moody’s,

(c) commercial paper with a maturity of 365 days or less issued by a corporation (other than an Affiliate or Subsidiary of the Company or Holdings) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and rated at least “A-1” by S&P and at least “P-1” by Moody’s,

(d) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition, and

(e) money market funds which invest substantially all of their assets in securities described in the preceding clauses (a) through (d).

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have Beneficial Ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company or Holdings;

(b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company or Holdings (together with any new directors or managers whose election to such Board of Directors or whose nomination for election by the stockholders or members of the Company or the stockholders or members of Holdings was approved by a vote of a majority of the directors or managers then still in office who were either directors or managers at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors of the Company or Holdings, as the case may be, then in office;

(c) the Company or Holdings consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges into or with the Company or Holdings, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company or Holdings is converted into or exchanged for cash, securities or other property, other than any such transaction where

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(i) the outstanding Voting Stock of the Company or Holdings is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Disqualified Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company or Holdings as a Restricted Payment as described under Section 4.07 hereof (and such amount shall be treated as a Restricted Payment subject to the provisions in this Indenture described under Section 4.07 hereof), and

(ii) immediately after such transaction, no “person” or “group,” other than Permitted Holders, is the Beneficial Owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have Beneficial Ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving entity;

(iii) the Company or Holdings is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under Section 5.01 hereof; or

(d) Holdings ceases to own 100% of the Capital Stock of the Company (other than as a result of a merger of the Company into Holdings to the extent permitted by this Indenture).

For purposes of this definition, any transfer of an equity interest of an entity that was formed for the purpose of acquiring voting stock of the Company or Holdings will be deemed to be a transfer of such portion of such voting stock as corresponds to the portion of the equity of such entity that has been so transferred. For purposes of clarification, the Recapitalization shall not be deemed a Change of Control under this Indenture.

“Clearstream” means Clearstream Banking, societe anonyme, Luxembourg.

“Closing Date” means the date on which the Initial Notes are first issued under this Indenture.

“Common Stock” means, with respect to any Person, any and all shares, interests, participations and other equivalents (however designated, whether voting or non-voting) of such Person’s Common Stock, whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all series and classes of such Common Stock.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act, then the body performing such duties at such time.

- 6 -

“Commodity Price Protection Agreement” means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value which is dependent upon, fluctuations in commodity prices.

“Company” means Global Cash Access, L.L.C., a Delaware limited liability company, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, its President, any Vice President, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.

“Comparable Treasury Issue” means the U.S. treasury security selected by an Independent Investment Banker that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming the Notes matured on March 15, 2008).

“Comparable Treasury Price” means either (1) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than three such Reference Treasury Dealer Quotations, the average of all quotations obtained.

“Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the ratio of

(a) the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries on a consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to

(b) the sum of Consolidated Interest Expense for such period and cash and non-cash dividends paid on any Disqualified Capital Stock of such Person and its Restricted Subsidiaries or Preferred Stock of its Restricted Subsidiaries during such period,

in each case after giving pro forma effect (i) (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

(1) the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;

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(2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period);

(3) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and

(4) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition had been consummated on the first day of such period;

and (ii) with respect to calculations which include quarterly periods ending in 2003, to all adjustments reflected in the Offering Memorandum as cost savings;

provided that:

(a) in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate; and

(b) in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

“Consolidated Income Tax Expense” of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

“Consolidated Interest Expense” of any Person means, without duplication, for any period, the sum of

(a) the interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, including, without limitation,

(i) amortization of debt discount,

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(ii) the net cash costs associated with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price Protection Agreements (including amortization of discounts),

(iii) the interest portion of any deferred payment obligation,

(iv) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing,

(v) fees payable by the Company pursuant to the Vault Cash Agreement, and

(vi) accrued interest, plus

(b) (i) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and

(ii) all capitalized interest (as amortized or accrued) of such Person and its Restricted Subsidiaries plus

(c) the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a)(iv) above, whether or not paid by such Person or its Restricted Subsidiaries, plus

(d) dividend requirements of the Company with respect to Disqualified Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be).

“Consolidated Net Income (Loss)” of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(a) all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto),

(b) the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,

(c) any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,

(d) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,

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(e) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business (including, without limitation, dispositions pursuant to Sale and Leaseback Transactions),

(f) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,

(g) any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the date of this Indenture,

(h) any net gain arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,

(i) all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness,

(j) the cumulative effect of a change in accounting principles, or

(k) any non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards.

For purposes of the calculations under Section 4.07 hereof the Consolidated Net Income of the Company during any period (or portion thereof) in which the Company is a Flow-Through Entity shall be reduced by the amount of Permitted Tax Distributions made or which may be made with respect to such period pursuant to the definition thereof.

“Consolidated Non-cash Charges” of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

“Consolidation” means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

“Co-Obligors” has the meaning set forth in the Preamble hereto.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

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“Credit Agreement” means the Credit Agreement, to be dated on or about March 10, 2004, as amended, among the Company, Holdings, Banc of America Securities LLC, as sole lead arranger and sole book manager, Bank of America, N.A., as administrative agent, l/c issuer and swingline lender, and certain lenders party thereto, as such agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing including, without limitation, any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders)), including one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, letters of credit or other debt obligations which refinance or replace the Credit Agreement.

“Currency Hedging Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event which is, or after notice or passage of time or both, would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Senior Indebtedness” means (i) all Senior Indebtedness under the Credit Agreement and (ii) any other Senior Indebtedness which at the time of determination has an aggregate principal amount outstanding of at least $25 million and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as “Designated Senior Indebtedness” by the Company.

“Disinterested Director” means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

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“Disqualified Capital Stock” means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the Holders of the Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

“Disregarded Entity” means an entity described in clause (a)(ii) of the definition of Flow-Through Entity.

“Equity Offering” means (x) an underwritten public offering of common stock (other than Disqualified Capital Stock) of the Company or Holdings pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company or Holdings) or (y) a private offering of common stock (other than Disqualified Capital Stock) of the Company or Holdings to a strategic investor (other than an Affiliate of the Company or Holdings), in either case (x) or (y) with gross cash proceeds to the Company or Holdings of at least $50 million.

“Estimated Tax Distribution Date” has the meaning set forth within the definition of “Permitted Tax Distributions.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

“Exchange Notes” means the Notes issued in an Exchange Offer in accordance with Section 2.07(f) hereof.

“Exchange Offer” means the exchange offer that may be effected pursuant to the Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement that may be filed pursuant to the Registration Rights Agreement.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Company acting in good faith and for items over $1 million shall be evidenced by a resolution of its Board of Directors.

“Finance Corp.” has the meaning set forth in the Preamble hereto.

“Flow-Through Entity” means an entity that (a) for federal income tax purposes (i) constitutes a “partnership” (within the meaning of Section 7701(a)(2) of the Code), other than

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a publicly traded partnership treated as a corporation under Section 7704 of the Code or (ii) constitutes a business entity that is disregarded as an entity separate from its single Beneficial Owner under the Code, Treasury Regulations or any published administrative guidance of the Internal Revenue Service (each of the entities described in (i) or (ii), a “Federal Flow-Through Entity”), and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made to Ultimate Members that are individuals, i.e., the State of California and the City of San Francisco, is subject to treatment on a basis substantially similar to a Federal Flow-Through Entity under the applicable state and local income tax laws.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

“Game Cash Litigation” means an action commenced in April of 2003 against the Company and First Data Corporation in the District Court of the State of Minnesota (Hennepin County) by Game Financial Corporation and its ultimate parent, Viad Corporation.

“Gaming Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter in existence, or any officer or official thereof, with authority to regulate any gaming-related operations of the Company or any of its Subsidiaries.

“Gaming License” means any license, permit, franchise or other authorization from any Gaming Authority necessary on the date of this Indenture or at any time thereafter to own, lease or operate the assets of or otherwise conduct the business of the Company or any of its Subsidiaries.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Public Company Accounting Oversight Board or the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect (i) with respect to periodic reporting requirements, from time to time, and (ii) otherwise on the date of this Indenture.

“Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or A2 hereto, as appropriate, issued in accordance with Section 2.01, 2.07(b)(iii), 2.07(b)(iv), 2.07(d)(i), 2.07(d)(ii), 2.07(d)(iii) or 2.07(f) of this Indenture.

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“Guarantee” means the guarantee by any Subsidiary Guarantor of the Co-Obligors’ Indenture Obligations.

“Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement:

(a) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

(b) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

(c) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),

(d) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or

(e) otherwise to assure a creditor against loss;

provided that the term “guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

“Holder” means the Person in whose name a Note is, at the time of determination, registered on the Registrar’s books.

“Holdings” means GCA Holdings, L.L.C., a Delaware limited liability company, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Holdings” shall mean such successor Person.

“IAI Global Note” means the global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any Person, without duplication,

(a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,

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(b) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,

(c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business,

(d) all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),

(e) all Capital Lease Obligations of such Person,

(f) all Indebtedness referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness,

(g) all Guaranteed Debt of such Person,

(h) all Disqualified Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,

(i) Preferred Stock of any Restricted Subsidiary of the Company or any Subsidiary Guarantor and

(j) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (a) through (i) above.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Disqualified Capital Stock.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time, including, for all purposes of this Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.

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“Indenture Obligations” means the obligations of the Company and any other obligor under this Indenture or under the Notes, including any Subsidiary Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with this Indenture, the Notes and the performance of all other obligations to the Trustee and the Holders under this Indenture and the Notes, according to the respective terms thereof.

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Co-Obligors appoint.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning stated in the first paragraph of this Indenture and means Notes other than Exchange Notes and Additional Notes issued under this Indenture.

“Initial Purchaser” means (i) Banc of America Securities LLC, as initial purchaser under the Purchase Agreement dated March 4, 2004, among the Company, Finance Corp., Holdings, the Subsidiary Guarantors and Banc of America Securities LLC and (ii) with respect to any Additional Notes issued subsequent to March 10, 2004, any investment bank acting as initial purchaser in connection with the issuance and sale of such Additional Notes.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Interest Rate Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

“Investment” means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by, any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. “Investment” shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company’s or any Restricted Subsidiary’s balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition

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equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07 hereof. Credit extension to gaming patrons in the ordinary course of business, consistent with industry practice, shall not be deemed an Investment.

“Issue Date” mans the original issue date of the Notes under this Indenture.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer.

“Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

“Liquidated Damages” means all liquidated damages then owing pursuant to an applicable Registration Rights Agreement.

“Majority Owned Restricted Subsidiary” means a Restricted Subsidiary at least 70% of the Capital Stock of which is owned by the Company or a Wholly Owned Restricted Subsidiary.

“Maturity” means, when used with respect to the Notes, the date on which the principal of the Notes becomes due and payable as therein provided or as provided in this Indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

“Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, each Person that is a direct member of Holdings.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereof.

“Net Cash Proceeds” means

(a) with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of

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(i) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,

(ii) provisions for all taxes and Permitted Tax Distributions paid or payable as a result of such Asset Sale,

(iii) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,

(iv) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale and

(v) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers’ Certificate delivered to the Trustee and

(b) with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under Section 4.07 hereof the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes and Permitted Tax Distributions paid or payable as a result thereof.

“Net Capital Gain” means, with respect to any Tax Year, the sum of (i) any net capital gain (i.e., net long-term capital gain over net short-term capital loss) and (ii) any dividend income that is treated as net capital gain, under Section 1(h)(11) of the Internal Revenue Code or for California income tax purposes, of the Company that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Ordinary Income” means, with respect to any Tax Year, the excess of (A) all items of taxable income or gain (other than capital gain and, for purposes of determining Permitted Tax Distributions with respect to Ultimate Members that are individuals, any dividend income that is treated as net capital gain under Section 1(h)(11) of the Internal Revenue Code or for California income tax purposes) of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year over (B) all items of

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taxable deduction or loss (other than capital loss) of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Short-Term Capital Gain” means, with respect to any Tax Year, any net short-term capital gain (i.e., net short-term capital gain in excess of net long-term capital loss) of the Company that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes such Tax Year.

“Non-Payment Event of Default” means any event (other than a Payment Default) the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning stated in the first paragraph of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall include any Exchange Notes to be issued and exchanged for any Notes pursuant to an applicable Registration Rights Agreement and this Indenture and, for purposes of this Indenture (i) all Exchange Notes that are issued and exchanged for the Initial Notes and (ii) all Additional Notes issued hereunder and Exchange Notes that are issued and exchanged for such Additional Notes, shall be treated as a single class for all purposes under this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering” means the offering of the Notes by the Company.

“Offering Memorandum” means the Offering Memorandum, dated March 4, 2004, prepared by the Company, Finance Corp. and the Subsidiary Guarantors.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements of Section 13.05 hereof.

“Pari Passu Indebtedness” means (a) any Indebtedness of the Company or Finance Corp. that is equal in right of payment to the Notes and (b) with respect to any Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

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“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream).

“Payment Event of Default” means any Event of Default specified in Section 6.01(1) and 6.01(2) herein the occurrence of which entitles one or more Persons to accelerate the maturity of any Designated Senior Indebtedness.

“Permitted C-Corp Reorganization” means a transaction resulting in the Company or any of its Restricted Subsidiaries becoming a subchapter “C” corporation under the Internal Revenue Code, provided that in connection with any such transaction

(a) the resulting entity will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture and the Registration Rights Agreement, as the case may be, and the Notes and this Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such entity’s obligations);

(b) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;

(c) at the time of the transaction, each Subsidiary Guarantor, if any, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes;

(d) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.12 hereof are complied with;

(e) such transaction would not result in the loss, suspension or material impairment of any Gaming License of the Company or any of its Restricted Subsidiaries unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment;

(f) such transaction would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdictions, provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any gaming jurisdiction in the absence of such transaction;

(g) prior to such transaction, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (i) the Holders and Beneficial Owners of the Notes will not recognize income, gain or loss for federal income tax

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purposes as a result of such transaction and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred, and (ii) the Co-Obligors will not recognize income, gain or loss for federal and state income (and franchise) tax purposes as a result of such transaction; and

(h) at the time of the transaction, the Co-Obligors shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

“Permitted Holders” means Karim Maskatiya, Robert Cucinotta or any of their respective Affiliates, including without limitation their immediate family members and trusts for their benefit or the benefit of their immediate family members.

“Permitted Investment” means

(a) Investments in any Wholly Owned Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Wholly Owned Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or any Wholly Owned Restricted Subsidiary;

(b) Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5), (6) and (7) of the definition of “Permitted Indebtedness;”

(c) Investments in any of the Notes;

(d) Cash Equivalents;

(e) Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under Section 4.10 hereof to the extent such Investments are non-cash proceeds as permitted under such covenant;

(f) Investments in existence on the date of this Indenture;

(g) Investments acquired in exchange for the issuance of Capital Stock of Holdings or the Company (other than Disqualified Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary);

(h) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

(i) loans or advances to employees of the Company or Holdings in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including travel, entertainment and moving expenses) in the aggregate amount outstanding at any one time of $2 million;

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(j) any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(k) Investments in QuikPlay, LLC in an aggregate amount not to exceed $20 million;

(l) other Investments in the aggregate amount outstanding at any one time of up to $10 million;

(m) Investments in any Permitted Joint Venture in an amount not to exceed $5 million in the aggregate for all such Permitted Joint Ventures;

(n) Investments in any Majority Owned Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Majority Owned Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Majority Owned Restricted Subsidiary;

(o) hedging obligations permitted under Section 4.09 hereof; and

(p) Investments in a joint venture entity with NRT Technology Corporation or its affiliates related to QuickJack Plus in an aggregate amount not to exceed $10 million.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company’s Board of Directors) at the time of Investment.

“Permitted Joint Ventures” mean any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in which the Company or any of its Restricted Subsidiaries is a joint venturer; provided, however, that (a) the joint venture is engaged solely in a business related to gaming or cash access or a business reasonably related or ancillary thereto, (b) the joint venture is managed by the Company or such Restricted Subsidiary and (c) the governing documents of the joint venture require the consent of the Company or such Restricted Subsidiary with respect to any material decisions relating to the existence, activities, governance or other matters of the joint venture.

“Permitted Tax Distributions” means, with respect to each Tax Year, a distribution of cash to Holdings (for distribution to the Members and Ultimate Members) in an amount equal to (A) the sum of (x) the product of Net Ordinary Income and the Applicable Ordinary Tax Rate, (y) the product of Net Capital Gain and the Applicable Capital Gains Tax Rate, and (z) the product of Net Short-Term Capital Gain and the Applicable Ordinary Tax Rate, minus (B) the sum of the Tax Loss Amount and Tax Credits. For purposes of calculating the amount of Permitted Tax Distributions (including the Tax Loss Amount and Tax Credits), (i) any elections made by Holdings, the Company or any Subsidiary of the Company under Section 754 of the Code shall be taken into account, (ii) the proportionate part of the items of taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of any Subsidiary of the Company that is a Flow-Through Entity (but only for such periods in which

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such Subsidiary is a Flow-Through Entity) shall be included in determining the taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of the Company, and (iii) notwithstanding the immediately preceding clause (ii), any income or gain (including capital gain) arising from a Permitted C-Corp Reorganization or a merger of the Company with an Affiliate for purposes of reincorporating the Company in another jurisdiction to realize tax benefits, shall not be taken into account.

Payments of estimated amounts of Permitted Tax Distributions as are reasonably necessary to enable the Ultimate Members to satisfy their respective liabilities to make estimated tax payments under applicable tax laws may be made within fifteen days following March 31, May 31, August 31, and December 31 of each calendar year (each, an “Estimated Tax Distribution Date”). The determination of the estimated amounts of Permitted Tax Distributions to be paid on the Estimated Tax Distribution Dates shall be based upon a reasonable estimate of the excess of (x) the Permitted Tax Distributions that would be payable for the period beginning on January 1 of such calendar year and ending on March 31, May 31, August 31, and December 31, respectively, of such calendar year if such period were a taxable year (computed as provided above) over (y) payments of estimated amounts of Permitted Tax Distributions made with respect to all prior periods during such calendar year.

The amount of the Permitted Tax Distributions for a Tax Year shall be re-computed promptly after (i) the filing by Holdings, the Company and each Subsidiary of the Company that is treated as a Flow-Through Entity of their respective annual income tax returns (if any) and (ii) an appropriate federal, state or local taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss (including capital gain or loss) or credits of or attributable to the Company or any such Subsidiary that is treated as a Flow-Through Entity for such Tax Year or the aggregate Tax Loss Amount carried forward to such Tax Year should be changed or adjusted (including by reason of a final determination that the Company or such Subsidiary was not a Flow-Through Entity) (each of clauses (i) and (ii), a “Tax Calculation Event”). Promptly after a Tax Calculation Event, the Company shall cause a nationally recognized accounting firm to deliver promptly to the Trustee a memorandum by such accounting firm (the “Accountant’s Memorandum”) (a) showing the computation of the Permitted Tax Distributions with respect to the relevant Tax Year, (b) certifying that such computation has been made in accordance with the definition of Permitted Tax Distributions and in a manner consistent with the reporting and treatment of the Company’s (including each such Subsidiary’s) items of income, gain, loss, deduction and credit for such Tax Year on Holdings’ and the Company’s respective federal, California and San Francisco income tax returns for such Tax Year (if any) and (c) showing the aggregate amount of Permitted Tax Distributions previously distributed to Holdings with respect to such Tax Year and the amount of any Tax Distribution Overage or Tax Distribution Shortfall (each as defined below). To the extent that the estimated amount of Permitted Tax Distributions previously paid with respect to any Tax Year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such Tax Year, as determined by reference to the computation of the amount of the items of income, gain, deduction, loss and credits of the Company and each such Subsidiary and (if applicable) the aggregate Tax Loss Amount carried forward to such Tax Year as shown in the Accountant’s Memorandum in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the Estimated Tax Distribution Date immediately following

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such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the Estimated Tax Distribution Date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the subsequent Estimated Tax Distribution Date shall be reduced to the extent of such Tax Distribution Overage.

Prior to paying any Permitted Tax Distributions, the Company shall require Holdings, each Member and each Ultimate Member to agree in writing that promptly after the second Estimated Tax Distribution Date following a Tax Calculation Event, each Member and Ultimate Member shall (without duplication) reimburse to Holdings an amount in cash equal to such Member’s or Ultimate Member’s pro rata share (based on the portion of Permitted Tax Distributions paid to such Member and Ultimate Member for the Tax Year) of any remaining Tax Distribution Overage, and Holdings shall reimburse to the Company an amount in cash equal to any such remaining Tax Distribution Overage.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

“Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Purchase Money Obligations” means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company or a Restricted Subsidiary at any time after the Notes are issued; provided that

(a) the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a “Purchase Money Security Agreement”) shall be entered into within 90 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,

(b) at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness, and

(c) (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase

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price to the Company or a Restricted Subsidiary of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Disqualified Capital Stock.

“Recapitalization” means the consummation of the transactions contemplated by the Recapitalization Agreement and the transactions related thereto.

“Recapitalization Agreement” means the Agreement, dated as of December 10, 2003, as amended January 20, 2004, February 20, 2004 and March 3, 2004, among the Company, M&C International, FDFS Holdings LLC, First Data Corporation, Karim Maskitaya, Robert Cucinotta and GCA Holdings.

“Reference Treasury Dealer” means each of Banc of America Securities LLC (and its successors) and any other nationally recognized investment banking firm that is a primary U.S. government securities dealer specified from time to time by the Co-Obligors.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third Business Day preceding the redemption date.

“Registration Rights Agreement” means (i) the Registration Rights Agreement among the Company, Finance Corp., the Subsidiary Guarantors and the Initial Purchaser named therein, dated as of March 10, 2004, relating to the Initial Notes, and (ii) with respect to any Additional Notes issued subsequent to March 10, 2004, any registration rights agreement entered into for the benefit of the holders of such Additional Notes, if any.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary global Note in the form of Exhibit A2 hereto bearing the Global Note Legend, the Private Placement Legend and the Temporary Regulation S Legend and deposited with or on behalf of and registered in the

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name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Representative” means the Agent Bank or the trustee, agent or representative for any Senior Indebtedness or, in the absence thereof, the holders of a majority in principal amount of such Senior Indebtedness.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Period” means the 40-day restricted period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Company that has not been designated by the Board of Directors of the Company by a Board Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under Section 4.17 hereof.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated the Securities Act.

“Sale and Leaseback Transaction” means any transaction or series of related transactions pursuant to which the Company or a Restricted Subsidiary sells or transfers any property or asset in connection with the leasing, or the resale against installment payments, of such property or asset to the seller or transferor.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

“Senior Indebtedness” means (a) all obligations (including principal, premium, if any, interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign Bankruptcy Law, whether or not allowed or allowable as a claim in any such proceeding), fees, charges, expenses, indemnities and other amounts payable

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from time to time) arising under the Credit Agreement, or any guarantee or security or other collateral documents relating thereto, all amounts that may be or become available for drawings under all letters of credit outstanding under the Credit Agreement and all obligations arising under Currency Hedging Agreements, in each case, whether at any time owing, actually or contingent, and (b) the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign Bankruptcy Law, whether or not allowed or allowable as a claim in any such proceeding) on any other indebtedness (other than as otherwise provided in this definition), whether outstanding on the issue date or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Notes or the Guarantees. Notwithstanding the foregoing, “Senior Indebtedness” shall not include:

(a) Indebtedness that is subordinate or junior in right of payment to any of the Co-Obligor’s Indebtedness or any Guarantor’s Indebtedness;

(b) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 United States Code, is without recourse to the Co-Obligors or Guarantors;

(c) Indebtedness which is represented by Disqualified Capital Stock;

(d) any liability for foreign, federal, state, local or other taxes owed or owing by the Co-Obligors or Guarantors to the extent such liability constitutes Indebtedness;

(e) Indebtedness of the Co-Obligors to a Subsidiary or any other Affiliate of the Co-Obligors or Holdings (other than an original lender under the Credit Agreement or an Affiliate of such lender or any of such Affiliate’s Subsidiaries);

(f) to the extent it might constitute Indebtedness, amounts owing for goods, materials or services purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by the Co-Obligors or Guarantors, and amounts owed by the Co-Obligors or Guarantors for compensation to employees or services rendered to the Co-Obligors or Guarantors;

(g) that portion of any Indebtedness which at the time of issuance is issued in violation of this Indenture; and

(h) Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

Obligations constituting Senior Indebtedness shall continue to constitute Senior Indebtedness for all purposes, notwithstanding that such Senior Indebtedness or any claim in respect thereof may be disallowed, avoided or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

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“Shelf Registration Statement” means the Shelf Registration Statement that may be filed pursuant to the Registration Rights Agreement.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereof.

“Stated Maturity” means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

“Subordinated Indebtedness” means Indebtedness of the Company, Finance Corp. or a Subsidiary Guarantor subordinated in right of payment to the Notes or a Guarantee, as the case may be.

“Subsidiary” of a Person means

(a) any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or

(b) any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or

(c) any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

“Subsidiary Guarantor” means any Subsidiary which is a Subsidiary Guarantor of the Notes, including any Person that is required after the date of this Indenture to execute a guarantee of the Notes pursuant to Section 4.12 hereof until a successor replaces such party pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. For purposes of clarification, the initial Subsidiary Guarantors are CCI Acquisition LLC and Central Credit LLC. Neither CashCall Systems, Inc. and QuikPlay LLC shall be a Subsidiary Guarantor for so long as such entity is not a guarantor under the Credit Agreement or of any Indebtedness of the Company.

“Tax Calculation Event” has the meaning set forth under the definition of “Permitted Tax Distributions.”

“Tax Credits” means, with respect to any Tax Year, items of credit of the Company that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

“Tax Loss Amount” means, with respect to any Tax Year, the amount by which Permitted Tax Distributions would be reduced were a net operating loss or net capital loss of or

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attributable to the Company that was allocated (or otherwise flowed through) to the Ultimate Members for tax purposes in a prior Tax Year, carried forward to such Tax Year and treated as if it were actually incurred by the Company in such Tax Year; provided, however, that, for such purposes, the amount of any such net operating loss or net capital loss shall be utilized only once and in each case shall be carried forward to the next succeeding Tax Year until so utilized.

“Temporary Regulation S Legend” means the legend set forth in Section 2.07(h) hereof, which is required to be placed on the Regulation S Temporary Global Note.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, or any successor statute.

“Trustee” means The Bank of New York until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Ultimate Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, (i) a Member that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Member for tax purposes, and (ii) a Person (other than a Member) that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Company and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Person for tax purposes.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A1 attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company designated as such pursuant to and in compliance with the covenant described in Section 4.17 hereof.

“Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

(a) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Indebtedness of any Affiliate or any Affiliate of Holdings which is designated an Unrestricted Subsidiary and which is guaranteed by the Company or any of its Restricted Subsidiaries, in which case (unless the incurrence of such Guaranteed Debt by the Company or any of its Restricted Subsidiaries resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such

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Indebtedness to the extent guaranteed at the time such Affiliate or Affiliate of Holdings is designated an Unrestricted Subsidiary and

(b) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the Notes.

“U.S. Government Obligations” means (i) securities that are (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof; and (ii) depositary receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (i) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest of the U.S. Government Obligation evidenced by such depositary receipt.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Vault Cash Agreement” means the Vault Cash Custody Agreement, dated as of November 17, 2003, by and between the Company, Wells Fargo Bank, National Association, and the other parties thereto, as such Vault Cash Agreement may be amended, modified, supplemented or replaced from time to time, including any successor agreement with the same or different parties.

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than directors’ qualifying shares).

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Section 1.02. Other Definitions.

TERM	DEFINED IN SECTION
“Act”	13.14
“ATMs”	4.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Purchase Date”	4.15
“Change of Control Purchase Price”	4.15
“Covenant Defeasance”	8.03
“Defeasance Redemption Date”	8.04
“Designation”	4.17
“Designation Amount”	4.17
“DTC”	2.01
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Note Amount”	4.10
“Offer”	4.10
“Offer Date”	4.10
“Offered Price”	4.10
“Pari Passu Debt Amount”	4.10
“Pari Passu Offer”	4.10
“Paying Agent”	2.04
“Payment Blockage Notice”	10.03
“Permitted Indebtedness”	4.09
“Permitted Payment”	4.07
“refinancing”	4.07, 4.09
“Registrar”	2.04

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“Related Proceedings”	13.09
“Required Filing Date”	4.03
“Restricted Payments”	4.07
“Revocation”	4.17
“Specified Courts”	13.09
“Surviving Entity”	5.01
“Surviving Subsidiary Guarantor Entity”	5.01
“Tax Year”	4.07

Section 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii) words in the singular include the plural, and in the plural include the singular;

(iv) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time; and

(v) all references herein to “interest” include the Liquidated Damages.

ARTICLE TWO

The Notes

Section 2.01. Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A1 or A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date

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of its authentication. The Notes shall be issued in registered, global form without interest coupons and only shall be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Co-Obligors, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The Depository Trust Company (“DTC”) in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Co-Obligors and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Cedel Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

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(e) Additional Notes. Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the date of this Indenture, (1) all references in Article Two herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Notes, (2) any references in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term related thereto shall be to such terms as they are defined in such registration rights agreement entered into with respect to such Additional Notes, (3) all time periods described in the Notes with respect to the registration of such Additional Notes shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Notes, (4) any Liquidated Damages or penalty interest, if set forth in such Registration Rights Agreement, may be paid to the holders of the Additional Notes immediately prior to the making or the consummation of the Exchange Offer regardless of any other provisions regarding record dates herein and (5) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Notes and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under this Indenture (and Exchange Notes issued in exchange therefor).

Section 2.02. Execution and Authentication.

Two Officers of the Co-Obligors shall sign the Notes for the Co-Obligors by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

The Trustee shall, upon a written order of the Co-Obligors signed by two Officers of each of the Obligors (an “Authentication Order”) delivered to the Trustee from time to time, authenticate Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.09, of which $235 million will be issued on the date of this Indenture. Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $235,000,000 or (ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement.

The Trustee may appoint an authenticating agent acceptable to the Co-Obligors to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication

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by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03. Methods of Receiving Payments on the Notes.

If a Holder of Notes has given wire transfer instructions to the Co-Obligors at least 10 Business Days before payment is due, the Company shall pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Co-Obligors elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Payments of interest to the Trustee as Paying Agent, if the Trustee then acts as Paying Agent, with respect to any Interest Payment Date (as defined in the Notes) shall be made by the Co-Obligors in immediately available funds for receipt by the Trustee one Business Day prior to the such Interest Payment Date (or in no event later than 12:30 p.m. New York Time on such Interest Payment Date).

Section 2.04. Registrar and Paying Agent.

(a) The Co-Obligors shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Co-Obligors may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Co-Obligors may change any Paying Agent or Registrar without prior notice to any Holder. The Co-Obligors shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Co-Obligors fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

(b) The Co-Obligors initially appoint DTC to act as Depositary with respect to the Global Notes.

(c) The Co-Obligors initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.05. Paying Agent to Hold Money in Trust.

The Co-Obligors shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal or premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Co-Obligors in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Co-Obligors at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or one of its Subsidiaries) shall have no further liability for the money. If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a

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separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company or Finance Corp., the Trustee shall serve as Paying Agent for the Notes.

Section 2.06. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Co-Obligors shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Co-Obligors shall otherwise comply with TIA Section 312(a).

Section 2.07. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Co-Obligors for Definitive Notes if (i) the Co-Obligors deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Co-Obligors within 90 days after the date of such notice from the Depositary; (ii) the Co-Obligors in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Co-Obligors for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i)

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or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(i) hereof.

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(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following:

(A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee shall take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with an applicable Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a

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certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the

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Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with an applicable Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement

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Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the

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Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note and in all other cases the IAI Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with an applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an applicable Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Co-Obligors shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer

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in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with an applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an applicable Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with an applicable Registration Rights Agreement, the Co-Obligors shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

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(i) Private Placement Legend. Except as permitted below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF

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TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) (and any note not required by law to have such a legend), shall not bear the Private Placement Legend.

In addition, the foregoing legend may be adjusted for future issuances in accordance with applicable law.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

(h) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

(i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount

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of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(j) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Co-Obligors shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Co-Obligors’ order or at the Registrar’s request.

(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Co-Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Co-Obligors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Co-Obligors shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Co-Obligors may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Co-Obligors shall be affected by notice to the contrary.

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(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail.

(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x) The Trustee shall not have any responsibility for any actions taken or not taken by the Depositary.

Section 2.08. Replacement Notes.

(a) If any mutilated Note is surrendered to the Trustee or the Co-Obligors and the Trustee receives evidence to their satisfaction of the destruction, loss or theft of any Note, the Co-Obligors shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Co-Obligors to protect the Co-Obligors, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Co-Obligors may charge for their expenses in replacing a Note.

(b) Every replacement Note is an additional obligation of the Co-Obligors and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.09. Outstanding Notes.

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

(b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

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(c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.11. Temporary Notes.

(a) Until certificates representing Notes are ready for delivery, the Co-Obligors may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Co-Obligors consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Co-Obligors shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

(b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.12. Cancellation.

The Co-Obligors at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange Act). The Co-Obligors may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.13. Defaulted Interest.

If the Co-Obligors default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on the record date for the interest payment or a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01

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hereof. The Co-Obligors shall promptly notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Co-Obligors shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Co-Obligors (or, upon the written request of the Co-Obligors, the Trustee in the name and at the expense of the Co-Obligors) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.14. CUSIP Numbers.

The Co-Obligors in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Co-Obligors shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE THREE

Redemption and Prepayment;

Satisfaction and Discharge

Section 3.01. Notices to Trustee.

If the Co-Obligors elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

(a) If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes not more than 90 days prior to the redemption date, or otherwise in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

(b) The Trustee shall promptly notify the Co-Obligors in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity thereof to be redeemed. No Notes in amounts of $1,000 or less shall be

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redeemed in part. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Redemptions pursuant to Section 3.07(c) hereof shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the provisions of DTC or other depositary).

Section 3.03. Notice of Redemption.

(a) Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Co-Obligors shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify (including CUSIP number(s)) the Notes to be redeemed and shall state:

(i) the redemption date;

(ii) the redemption price;

(iii) if any Note is being redeemed in part, the portion of the principal amount at maturity of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note;

(iv) the name and address of the Paying Agent;

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption;

(vi) that, unless the Co-Obligors default in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(vii) the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

(b) At the Co-Obligors’ request, the Trustee shall give the notice of redemption in the Co-Obligors’ name and at its expense; provided, however, that the Co-Obligors shall have delivered to the Trustee, at least 45 days prior to the redemption date (unless the Trustee shall have agreed to a shorter period), an Officers’ Certificate requesting that the

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Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice.

Section 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional other than in the case of a Change of Control Offer pursuant to Section 4.15 herein.

Section 3.05. Deposit of Redemption Price.

(a) One Business Day prior to the redemption date, the Co-Obligors shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Co-Obligors any money deposited with the Trustee or the Paying Agent by the Co-Obligors in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

(b) If the Co-Obligors comply with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Holder in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Co-Obligors to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Co-Obligors shall issue and the Trustee shall authenticate for the Holder at the expense of the Co-Obligors a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed in part.

Section 3.07. Optional Redemption.

(a) At any time prior to March 15, 2008, the Co-Obligors may redeem for cash all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to the greater of:

(1) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption, and

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(2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to March 15, 2008 discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption.

(b) On or after March 15, 2008, the Co-Obligors may redeem for cash all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning March 15 of the years indicated below:

Year	Redemption Price
2008	104.375	%
2009	102.188	%
2010	100.000	%

and thereafter at 100% of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

(c) At any time prior to March 15, 2007, the Co-Obligors may use the Net Cash Proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Capital Stock) of the Company from the Company, to redeem for cash up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 108.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date); provided that this redemption provision shall not be applicable with respect to any transaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Co-Obligors must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

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Section 3.08. Mandatory Redemption.

Except as set forth in Section 4.10 and 4.15 hereof, the Co-Obligors are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09. Special Redemption.

(a) If a Holder or Beneficial Owner of a Note is required to be licensed, qualified or found suitable under applicable Gaming Laws and is not so licensed, qualified or found suitable within any time period specified by the applicable Gaming Authority, the Co-Obligors shall have the right, at their election, (1) to require the Holder or Beneficial Owner to dispose of all or a portion of the Holder’s or Beneficial Owner’s Notes within 120 days after the Holder or Beneficial Owner receives notice of the finding by the applicable Gaming Authorities, or any other different time period as may be prescribed by those authorities; or (2) to redeem such Notes at a redemption price equal to the lesser of:

(1) such Holder’s or Beneficial Owner’s cost, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability;

(2) 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability; or

(3) such other lesser amount as may be required by any governmental Gaming Authority.

(b) The Co-Obligors will promptly notify the Trustee in writing of any such redemption under these circumstances as soon as practicable. The Co-Obligors are not required to pay or reimburse any Holder or Beneficial Owner of a Note for the costs of licensure or investigation for such licensure, qualification or finding of suitability. Any Holder or Beneficial Owner of a Note required to be licensed, qualified or found suitable under applicable Gaming Laws must pay all investigative fees and costs of the applicable Gaming Authorities in connection with such qualification or application therefor.

Section 3.10. Application of Trust Money.

All money deposited with the Trustee pursuant to Section 12.02 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

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ARTICLE FOUR

Covenants

Section 4.01. Payment of Notes.

(a) The Co-Obligors shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of 1:00 p.m. New York Time on the due date money deposited by the Co-Obligors in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Co-Obligors shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period.

(b) The Co-Obligors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

(a) The Co-Obligors shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Co-Obligors in respect of the Notes and this Indenture may be served. The Co-Obligors shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Co-Obligors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b) The Co-Obligors may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Co-Obligors of their obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Co-Obligors shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Co-Obligors hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Co-Obligors in accordance with Section 2.04 of this Indenture.

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Section 4.03. Reports.

(a) Whether or not the Co-Obligors are subject to Section 13(a) or 15(d) of the Exchange Act, the Co-Obligors and any Subsidiary Guarantor will (following the Exchange Offer or the effectiveness of a Shelf Registration Statement), to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Co-Obligors and such Subsidiary Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Co-Obligors or such Subsidiary Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the “Required Filing Date”) by which the Co-Obligors and such Subsidiary Guarantor would have been required so to file such documents if the Co-Obligors and such Subsidiary Guarantor were so subject.

(b) The Co-Obligors and any Subsidiary Guarantor will also in any event (a) within 15 days of each Required Filing Date (whether before or following the Exchange Offer or the effectiveness of a Shelf Registration Statement) (1) transmit by mail to all Holders, as their names and addresses appear in the security register, without cost to such Holders and (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Co-Obligors and such Subsidiary Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Co-Obligors and such Subsidiary Guarantor were subject to either of such sections and (b) if filing such documents by the Co-Obligors and such Subsidiary Guarantor with the Commission is not permitted under the Exchange Act or prior to the Exchange Offer or the effectiveness of a Shelf Registration Statement, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder at the Co-Obligors’ cost.

(c) If any Subsidiary Guarantor’s or secured party’s financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Co-Obligors were subject to Section 13(a) or 15(d) of the Exchange Act, the Co-Obligors shall include such Subsidiary Guarantor’s or secured party’s financial statements in any filing or delivery pursuant to this Indenture.

(d) So long as any of the Notes remain outstanding, the Co-Obligors will make available to any prospective purchaser of Notes or Beneficial Owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Co-Obligors have either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Co-Obligors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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Section 4.04. Compliance Certificate.

(a) The Co-Obligors and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Co-Obligors have kept, observed, performed and fulfilled their obligations under this Indenture, without regard to notice or grace periods, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Co-Obligors have kept, observed, performed and fulfilled their obligations under this Indenture and are not in default in the performance or observance of any of the material terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Co-Obligors are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Co-Obligors are taking or proposes to take with respect thereto.

(b) If required under Section 314(a) of the Trust Indenture Act, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Co-Obligors’ independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Co-Obligors have violated any provisions of this Article Four or Article Five hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) The Co-Obligors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Co-Obligors are taking or propose to take with respect thereto.

Section 4.05. Taxes.

The Co-Obligors shall pay, and shall cause each of their respective Subsidiaries to pay, prior to delinquency, any material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

The Co-Obligors and each of the Subsidiary Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance

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of this Indenture; and the Co-Obligors and each of the Subsidiary Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. Restricted Payments.

(a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend on, or make any distribution to holders of, any shares of the Company’s Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);

(2) purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company’s or Holdings’ Capital Stock or any Capital Stock of any Affiliate of Holdings or the Company, including any Subsidiary of Holdings or the Company (other than Capital Stock of any Wholly Owned Restricted Subsidiary of the Company) or options, warrants or other rights to acquire such Capital Stock;

(3) make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase, redemption, defeasance or retirement within 90 days of final maturity thereof;

(4) declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned Restricted Subsidiaries or (b) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or

(5) make any Investment in any Person (other than any Permitted Investments)

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”) (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred, as determined by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a Board Resolution), unless

(1) immediately before and immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall

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not be an event which is, or after notice or lapse of time or both, would be, an “event of default” under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

(2) immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of Section 4.09 hereof; and

(3) after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of this Indenture and all Designation Amounts does not exceed the sum of:

(A) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on the first day of the Company’s fiscal quarter beginning after the date of this Indenture and ending on the last day of the Company’s last fiscal quarter ending prior to the date of the Restricted Payment for which financial statements are available (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

(B) the aggregate Net Cash Proceeds received after the date of this Indenture by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(C) the aggregate Net Cash Proceeds received after the date of this Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(D) the aggregate Net Cash Proceeds received after the date of this Indenture by the Company from the conversion or exchange, if

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any, of debt securities or Disqualified Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Disqualified Capital Stock were issued after the date of this Indenture, the aggregate Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Disqualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(E) (a) in the case of the disposition or repayment of any Investment constituting a Restricted Payment (including any Investment in an Unrestricted Subsidiary) made after the date of this Indenture, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and

(b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company’s interest in such Subsidiary; provided that such amount shall not in any case exceed the amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary; and

(F) any amount which previously qualified as a Restricted Payment on account of any Guarantee entered into by the Company or any Restricted Subsidiary; provided that such Guarantee has not been called upon and the obligation arising under such Guarantee no longer exists.

(b) Notwithstanding the foregoing, and in the case of clauses (2) through (7), (8)(A), (8)(C) and (9) below, so long as no Default or Event of Default is continuing or would arise therefrom, and in the case of clause (8)(B) below, so long as no Default or Event of Default identified in clauses (1) and (2) in Section 6.01 hereof is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (2), (3), (4), (5), (8)(A), (8)(B), (11) and (13) being referred to as a “Permitted Payment”):

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (a) of this Section 4.07 and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a “Permitted Payment” for purposes of the calculation required by paragraph (a) of this Section 4.07;

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(2) the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary of the Company) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section 4.07;

(3) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company, provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section 4.07;

(4) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness of the Company or a Subsidiary Guarantor (other than Disqualified Capital Stock) (a “refinancing”) through the substantially concurrent issuance of new Subordinated Indebtedness of the same issuer, provided that any such new Subordinated Indebtedness

(a) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the issuer incurred in connection with such refinancing;

(b) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Notes;

(c) has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the Notes; and

(d) is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

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(5) the repurchase, redemption, or other acquisition or retirement for value of Disqualified Capital Stock of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale within 30 days of, Disqualified Capital Stock of the same issuer; provided that any such new Disqualified Capital Stock is issued in accordance with Section 4.09(a) hereof and has an aggregate liquidation preference that does not exceed the aggregate liquidation preference of the amount so refinanced;

(6) the repurchase of any Subordinated Indebtedness or Disqualified Capital Stock of the Company at a purchase price not greater than 101% of the principal amount or liquidation preference of such Subordinated Indebtedness or Disqualified Capital Stock plus accrued and unpaid interest or dividends, as the case may be, if any, in the event of a Change of Control pursuant to provisions similar to those contained in Section 4.15 hereof; provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer required by this Indenture and has repurchased all Notes validly tendered for payment in connection with such Change of Control Offer;

(7) the repurchase of any Subordinated Indebtedness or Disqualified Capital Stock of the Company at a purchase price not greater than 100% of the principal amount or liquidation preference of such Subordinated Indebtedness or Disqualified Capital Stock plus accrued and unpaid interest or dividends, as the case may be, if any in the event of an Asset Sale pursuant to provisions similar to those contained in Section 4.10 hereof; provided that prior to consummating any such repurchase, the Company has made the Offer required by this Indenture and has repurchased all Notes validly tendered for payment in connection with such Offer;

(8) any payment of dividends, other distributions or other amounts by the Company for the purposes set forth in clauses (A) through (C) below:

(A) to Holdings in amounts equal to the amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Company, of up to $500,000 per fiscal year;

(B) (x) with respect to each taxable year (or portion thereof) of the Company (if the Company is not a Disregarded Entity) or Holdings (if the Company is a Disregarded Entity) in which each of the Company and Holdings qualifies as a Flow-Through Entity (each such taxable year or portion thereof, a “Tax Year”), to Holdings in an amount equal to the Permitted Tax Distributions; provided, that in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular Tax Year, which

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portion of such Permitted Tax Distribution is attributable to a Flow-Through Entity that is not a Restricted Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the excess of (a) the aggregate actual cash distributions received by the Company or a Restricted Subsidiary from all Flow-Through Entities that are not Restricted Subsidiaries of the Company during the period commencing with the Issue Date and continuing to and including the last day of the Tax Year in respect of which such proposed Permitted Tax Distribution is being determined over (b) the aggregate amount of such cash distribution described in the immediately preceding clause (a) that (1) have already been taken into account for purposes of making a Permitted Tax Distribution previously made and which was attributable to a Flow-Through Entity that was not a Restricted Subsidiary at the time such Permitted Tax Distribution was made or (2) the Company previously used to make a Restricted Payment permitted by clause (A) of clause (3) above and (y) with respect to each taxable year (or portion thereof) of Holdings in which Holdings does not qualify as a Flow-Through Entity, to Holdings in amounts equal to amounts required for Holdings to pay federal, state, local and foreign income taxes to the extent such income taxes are attributable to the taxable income of the Company and its Restricted Subsidiaries (and, to the extent of amounts actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the taxable income of such Unrestricted Subsidiaries); or

(C) to Holdings in amounts equal to amounts expended by Holdings to purchase, repurchase, redeem, retire or otherwise acquire for value Capital Stock of Holdings owned by employees, former employees, directors or former directors, consultants or former consultants of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or former consultants); provided, however, that the aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $1 million per fiscal year of the Company, plus any amounts contributed by Holdings to the Company as a result of sales of shares of Capital Stock to employees, directors and consultants (not including any amounts received by Holdings in connection with the Recapitalization), plus the net proceeds of any key person life insurance received by the Company after the date of this Indenture;

(9) the purchase by the Company of all of the outstanding equity of QuikPlay, LLC not owned by the Company or a Wholly Owned Restricted Subsidiary; provided that the Company can incur $1.00 of additional

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Indebtedness pursuant to Section 4.09(a) hereof after giving effect to such purchase;

(10) the repurchase of Capital Stock deemed to occur upon (a) exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options and (b) the withholding of a portion of the Capital Stock granted or awarded to an employee to pay taxes associated therewith;

(11) any reductions of Subordinated Indebtedness (which do not involve any payment of cash) as a result of purchase price adjustments in connection with the acquisition or disposition of assets by the Company or a Restricted Subsidiary permitted by this Indenture;

(12) the redemption or purchase of any Capital Stock or Indebtedness of the Company or any of its Restricted Subsidiaries to the extent required by any Gaming Authority (and any payments of dividends, other distributions or other amounts by the Company to Holdings for the redemption or purchase of any Capital Stock of Holdings to the extent required by (or as a result of any action taken by) any Gaming Authority); and

(13) distributions to Holdings on the Issue Date of the proceeds of the issuance of the Notes and borrowings under the Credit Agreement in order to consummate the Recapitalization and the cancellation of any receivables payable from the Company’s Ultimate Member pursuant to the Recapitalization Agreement.

For the purpose of making any calculations under this Indenture (i) if a Restricted Subsidiary is designated an Unrestricted Subsidiary, the Company will be deemed to have made an Investment in an amount equal to the Designation Amount, and (ii) any property transferred to or from an Unrestricted Subsidiary will be valued at fair market value at the time of such transfer, as determined by the Board. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any noncash Restricted Payment shall be determined by the Board whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $10 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required under this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

If the aggregate amount of all Restricted Payments calculated under the foregoing provision includes an Investment in an Unrestricted Subsidiary or other Person that thereafter becomes a Restricted Subsidiary, the aggregate amount of all Restricted Payments calculated

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under the foregoing provision will be reduced by the lesser of (x) the Designation Amount, and (y) the initial amount of such Investment.

If an Investment resulted in the making of a Restricted Payment, the aggregate amount of all Restricted Payments calculated under the foregoing provision will be reduced by the amount of any net reduction in such Investment (resulting from the payment of interest or dividends, loan repayment, transfer of assets or otherwise), to the extent such net reduction is not included in the Company’s Consolidated Net Income; provided that the total amount by which the aggregate amount of all Restricted Payments may be reduced may not exceed the lesser of (x) the cash proceeds received by the Company and its Restricted Subsidiaries in connection with such net reduction and (y) the initial amount of such Investment.

In computing the Consolidated Net Income of the Company for purposes of Section 4.07(a)(5)(3)(A) hereof, (i) the Company may use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Company for the remaining portion of such period and (ii) the Company will be permitted to rely in good faith on the financial statements and other financial data derived from its books and records that are available on the date of determination. If the Company makes a Restricted Payment that, at the time of the making of such Restricted Payment, would in the good faith determination of the Company be permitted under the requirements of this Indenture, such Restricted Payment will be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Company’s financial statements affecting Consolidated Net Income of the Company for any period.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

(1) pay dividends or make any other distribution on its Capital Stock,

(2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,

(3) make any Investment in the Company or any other Restricted Subsidiary or

(4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

(b) However, paragraph (a) will not prohibit any

(1) encumbrance or restriction pursuant to an agreement (including the Credit Agreement and any amendments, modifications, restatements, renewals,

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supplements, refundings, replacements or refinancings thereto) in effect on the date of this Indenture;

(2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;

(3) encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;

(4) encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture;

(5) encumbrance or restriction existing under applicable law or any requirement of any regulatory body;

(6) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described in Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(7) customary non-assignment provisions in leases, licenses or contracts;

(8) customary restrictions contained in (A) asset sale agreements permitted to be incurred under Section 4.10 hereof that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(9) customary restrictions imposed by the terms of shareholders’, partnership, limited liability company or joint venture agreements entered into in the ordinary course of business; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, limited liability company or joint venture; and

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provided, further, however, that such encumbrances and restrictions may not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Indenture;

(10) restrictions contained in any other credit or note facility or indenture governing debt of the Company or any Subsidiary Guarantor that are not (in the view of the Board of Directors of the Company as expressed in a Board Resolution thereof) materially more restrictive, taken as a whole, than those contained in the Credit Agreement;

(11) customary restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 4.09 hereof; and

(12) encumbrance or restriction under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Stock.

(a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness and the issuance of Disqualified Stock), unless such Indebtedness is incurred by the Company or any Subsidiary Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are publicly available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.00:1.

(b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, the “Permitted Indebtedness”):

(1) Indebtedness of the Company (and guarantees by Finance Corp. or any of the Subsidiary Guarantors of such Indebtedness) in respect of the Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $300 million under any term loans made pursuant thereto, any notes or under any revolving credit facility or in respect of letters of credit thereunder, minus all permanent reductions of such Indebtedness arising out of principal payments made in respect of any term loans from the proceeds of an Asset Sale;

(2) (a) Indebtedness of the Co-Obligors pursuant to the Notes (excluding any Additional Notes) and any Exchange Notes issued in exchange for the

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Notes (excluding any Additional Notes) pursuant to the Registration Rights Agreement and (b) any Guarantee of the Notes or the Exchange Notes;

(3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of this Indenture and not otherwise referred to in this definition of “Permitted Indebtedness;”

(4) Indebtedness of the Company owing to a Restricted Subsidiary;

(A) provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Subsidiary Guarantor is made pursuant to an intercompany note and is unsecured and is subordinated in right of payment from and after such time as the Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company’s obligations under the Notes;

(B) provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than (1) a disposition, pledge or transfer to a Restricted Subsidiary or (2) a pledge permitted by Section 4.12 hereof) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);

(5) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned Restricted Subsidiary;

(A) provided that any such Indebtedness is made pursuant to an intercompany note;

(B) provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than (1) a disposition, pledge or transfer to the Company or a Wholly Owned Restricted Subsidiary or (2) a pledge permitted by Section 4.12 hereof) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to the Company or any other Wholly Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by this clause (5);

(6) guarantees by any Subsidiary Guarantor of Indebtedness of either of the Co-Obligors or any Restricted Subsidiary of the Company which is permitted to be incurred under this Indenture, and guarantees by Foreign

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Subsidiaries of the Company of Indebtedness of Foreign Subsidiaries of the Company which is permitted to be incurred under this Indenture;

(7) obligations entered into in the ordinary course of business and not for speculative purposes

(A) by the Company or any Subsidiary Guarantor, pursuant to Interest Rate Agreements designed to protect the Company or any Subsidiary Guarantor against fluctuations in interest rates in respect of Indebtedness of the Company or any Subsidiary Guarantor as long as such obligations do not exceed the aggregate principal amount of such Indebtedness then outstanding, or

(B) by the Company, any Subsidiary Guarantor or any Restricted Subsidiary, under any Currency Hedging Agreements relating to (1) Indebtedness of the Company, any Subsidiary Guarantor or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company, any Subsidiary Guarantor or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company, any Subsidiary Guarantor or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations (whether or not incurred pursuant to Sale and Leaseback Transactions) or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed $10 million outstanding at any time; provided that the principal amount of any Indebtedness permitted under this clause (8) did not in each case at the time of incurrence exceed the fair market value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;

(9) Indebtedness of the Company or any Restricted Subsidiary in connection with (a) one or more standby letters of credit issued by the Company or a Restricted Subsidiary in the ordinary course of business consistent with past practice, (b) the $1 million letter of credit to be issued to First Data Corporation pursuant to the terms of the Sponsorship Indemnification Agreement, dated as of March 10, 2004, by and between the Company and First Data Corporation, as it may be amended from time to time, and (c)

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other letters of credit, surety, performance, appeal or similar bonds, bankers’ acceptances, completion guarantees or similar instruments pursuant to self-insurance and workers’ compensation obligations; provided that, in each case contemplated by this clause (9), upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that with respect to clauses (a), (b), and (c) such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;

(10) Indebtedness of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided however, that such Indebtedness is extinguished within five Business Days of incurrence;

(11) Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Notes as described in Section 8.02 or 8.03 hereof;

(12) Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;

(13) any guarantees including, without limitation, bid bonds or performance bonds, by the Company or any Subsidiary Guarantor in the ordinary course of business for the benefit of customers, suppliers and other business partners, in each case other than Affiliates, in the aggregate amount outstanding at any one time of $5 million;

(14) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of any Indebtedness incurred pursuant to paragraph (a) of this Section 4.09 and clauses (2), (3) and (17) of this paragraph (b) of this definition of “Permitted Indebtedness,” including any successive refinancings so long as the borrower under such refinancing is the Company or a Subsidiary Guarantor or, if not the Company or a Subsidiary Guarantor, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of

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Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness;

(15) Indebtedness arising solely out of the conversion of “vault cash” (supplied pursuant to the Vault Cash Agreement for normal operating requirements at the automated teller machines of the Company or any of its Restricted Subsidiaries covered by the Vault Cash Agreement (the “ATMs”)) into Indebtedness of the Company or any of its Restricted Subsidiaries in accordance with the terms of the Vault Cash Agreement, so long as the proceeds of such Indebtedness are used solely in ATMs and for no other purpose;

(16) Indebtedness of the Company or any of its Restricted Subsidiaries in addition to that described in clauses (1) through (15) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $15 million outstanding at any one time in the aggregate; and

(17) Indebtedness of one or more Foreign Subsidiaries, to the extent that the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.5:1.

For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types; provided that Indebtedness under the Credit Agreement (or amounts committed thereunder) which is in existence on the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount

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permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above.

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Section 4.10. Asset Sales.

(a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors of the Company and evidenced in a Board Resolution).

For purposes of Section (a)(1) of this Section 4.10, the following will be deemed to be cash: (A) the amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities), and (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange.

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(b) All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement or other Senior Indebtedness):

(i) to prepay permanently or repay permanently any Indebtedness under the Credit Agreement or other Senior Indebtedness or Indebtedness of any Wholly Owned Restricted Subsidiary, or

(ii) if the Company determines not to apply such Net Cash Proceeds pursuant to clause (i), or if no such Indebtedness under the Credit Agreement or such other Senior Indebtedness is then outstanding, within 360 days of the Asset Sale, to invest the Net Cash Proceeds in properties and other assets that (as determined by the Board of Directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries (including pursuant to capital expenditures) existing on the date of this Indenture or in businesses reasonably related thereto.

The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) and (ii) within 360 days of the Asset Sale constitutes “Excess Proceeds.” Pending the Company’s final determination regarding use or investment of such Net Cash Proceeds, the Company may temporarily repay Indebtedness under its revolving credit facility under the Credit Agreement or invest such Net Cash Proceeds in Cash Equivalents.

(c) When the aggregate amount of Excess Proceeds exceeds $10 million or more, the Co-Obligors will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Co-Obligors to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows:

(A) the Co-Obligors will make an offer to purchase (an “Offer”) from all holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined below) of all Notes tendered) and

(B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company or the Co-Obligors as applicable will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu

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Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount; provided that in no event will the Co-Obligors be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness, plus accrued and unpaid interest, if any.

The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Co-Obligors may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

(d) If the Co-Obligors become obligated to make an Offer pursuant to paragraph (c) above, the Notes and the Pari Passu Indebtedness shall be purchased by the Co-Obligors, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Co-Obligors to comply with the requirements under the Exchange Act.

(e) The Co-Obligors will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sales” provisions of this Indenture, the Co-Obligors shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the “Asset Sales” provisions of this Indenture by virtue thereof.

(f) Subject to paragraph (e) above, within 30 days after the date on which the amount of Excess Proceeds equals or exceeds $10 million, the Co-Obligors shall send or cause to be sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at his address appearing in the Security Register, a notice stating or including:

(i) that the Holder has the right to require the Co-Obligors to repurchase, subject to proration, such Holder’s Notes at the Offered Price;

(ii) the Offer Date;

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(iii) the instructions a Holder must follow in order to have his Notes purchased in accordance with paragraph (c) above;

(iv) the Offered Price;

(v) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.02;

(vi) that Notes must be surrendered prior to the Offer Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.02 to collect payment;

(vii) that any Notes not tendered will continue to accrue interest and that unless the Co-Obligors default in the payment of the Offered Price, any Note accepted for payment pursuant to the Offer shall cease to accrue interest on and after the Offer Date;

(viii) the procedures for withdrawing a tender; and

(ix) that the Offered Price for any Note which has been properly tendered and not withdrawn and which has been accepted for payment pursuant to the Offer will be paid promptly following the Offered Date.

(g) Holders electing to have Notes purchased hereunder will be required to surrender such Notes at the address specified in the notice prior to the Offer Date. Holders will be entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.10(g) if the Co-Obligors receive, not later than one Business Day prior to the Offer Date, a facsimile transmission or letter setting forth (1) the name of the Holder, (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased, and (5) the principal amount, if any, of such Note (which shall be $1,000 or an integral multiple thereof) that remains subject to the original notice of the Offer and that has been or will be delivered for purchase by the Co-Obligors.

(h) The Co-Obligors shall (i) not later than the Offer Date, accept for payment Notes or portions thereof tendered pursuant to the Offer, (ii) not later than 10:00 a.m. (New York time) on the Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Offered Price of all the Notes or portions thereof which are to be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Offer Date, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Co-Obligors. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Offered Price of the Notes purchased from each such Holder, and the Co-Obligors shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Co-Obligors’ expense to the Holder

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thereof. For purposes of this Section 4.10(h), the Co-Obligors shall choose a Paying Agent which shall not be the Company or Finance Corp.

Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Co-Obligors any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Offered Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Co-Obligors with the Trustee in respect of an Offer exceeds the aggregate Offered Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Co-Obligors and (y) unless otherwise directed by the Co-Obligors in writing, promptly after the Business Day following the Offer Date the Trustee shall return any such excess to the Co-Obligors together with interest or dividends, if any, thereon.

(i) Notes to be purchased shall, on the Offer Date, become due and payable at the Offered Price and from and after such date (unless the Co-Obligors shall default in the payment of the Offered Price) such Notes shall cease to bear interest. Such Offered Price shall be paid to such Holder promptly following the later of the Offer Date and the time of delivery of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Co-Obligors at the Offered Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Offer Date shall be payable to the Person in whose name the Notes are registered as such on the relevant record dates according to the terms and the provisions of Section 2.04; provided, further, that Notes to be purchased are subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered for purchase, with such adjustments as may be appropriate by the Trustee so that only Notes in denominations of $1,000 or integral multiples thereof, shall be purchased. If any Note tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in accordance with paragraph (h) above, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Offer Date at the rate borne by such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Offer Date.

Section 4.11. Transactions with Affiliates.

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of Holdings or the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and

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(1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party,

(2) with respect to any transaction or series of related transactions involving aggregate value in excess of $2.5 million,

(a) the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and

(b) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or

(3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to:

(i) employee benefit arrangements with any officer, director or manager of the Company, including under any stock option or stock incentive plans, and customary indemnification arrangements with officers, directors or managers of the Company, in each case entered into in the ordinary course of business;

(ii) any Restricted Payments made in compliance with Section 4.07 hereof;

(iii) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the holders of the Notes than those in effect on the Issue Date;

(iv) transactions required by the Company’s operating agreement as in effect on the date of this Indenture as the same may be amended from time to time in any manner not materially less favorable taken as a whole to the Holders of the Notes;

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(v) sales of Capital Stock of the Company (other than Disqualified Capital Stock) to Holdings;

(vi) transactions necessary to consummate any aspect of the Recapitalization; and

(vii) transactions necessary to consummate the conversion of the Company or Holdings from a limited liability company into a corporation.

Section 4.12. Liens.

The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien of any kind securing any Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of this Indenture or acquired after the date of this Indenture, or assign or convey any right to receive any income or profits therefrom, unless the Notes (or a Guarantee in the case of Liens of a Subsidiary Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for Liens

(A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under Section 5.01 hereof or securing Acquired Indebtedness which was created prior to (and not created in connection with, or in contemplation of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Indebtedness is permitted under Section 4.09 hereof;

(B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any such Indebtedness described in clause (A), so long as the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing by an amount greater than the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing or

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(C) on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of such acquisition;

provided, however, that in the case of clauses (A), (B) and (C), any such Lien only extends to the assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or its Restricted Subsidiaries.

Notwithstanding the foregoing, any Lien securing the Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Pari Passu Indebtedness or Subordinated Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Pari Passu Indebtedness or Subordinated Indebtedness also release their Lien on the property or assets of the Company or such Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not an Affiliate of the Company or Holdings of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien.

Section 4.13. Corporate Existence.

Subject to Article Five, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence, rights (charter and statutory) and franchises of the Company and each Subsidiary; provided that the Company shall not be required to preserve any such right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

Section 4.14. Limitation on Layering Debt.

Notwithstanding Section 4.09 hereof the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of the Company and senior in right of payment to the Notes, and Finance Corp. will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of Finance Corp. and senior in right of payment to the Notes. In addition, no Subsidiary Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness of such Subsidiary Guarantor that is subordinate or junior in right of payment to any Indebtedness of such Subsidiary Guarantor and senior in right of payment to the Guarantee of such Subsidiary Guarantor.

Section 4.15. Offer to Repurchase upon a Change of Control.

(a) If a Change of Control occurs, each holder of Notes will have the right to require that the Co-Obligors purchase all or any part (in integral multiples of $1,000) of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the

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Change of Control Offer, the Co-Obligors will offer to purchase all of the Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

(b) Within 30 days following any Change of Control or, at the Co-Obligors’ option, prior to such Change of Control but after it is publicly announced, the Co-Obligors must notify the Trustee and give written notice of the Change of Control to each holder of Notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

(i) that a Change of Control has occurred or will occur and the date of such event;

(ii) the circumstances and relevant facts regarding such Change of Control, including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control;

(iii) the purchase price and the purchase date which shall be fixed by the Co-Obligors on a Business Day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;

(iv) that any Note not tendered will continue to accrue interest;

(v) that, unless the Co-Obligors default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and

(vi) other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

(c) Upon receipt by the Co-Obligors of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Notes. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Co-Obligors at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes, registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 2.03. If any Note tendered for purchase in accordance with the provisions of this Section 4.15 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control

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Purchase Date at the rate borne by such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least one Business Day prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Co-Obligors, the Registrar or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Co-Obligors and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.

(d) The Co-Obligors shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New York time) on the Business Day following the Change of Control Purchase Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which have been so accepted for payment and (iii) not later than 10:00 a.m. (New York time) on the Business Day following the Change of Control Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Co-Obligors. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such Holder, and the Co-Obligors shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Co-Obligors’ expense to the Holder thereof. The Co-Obligors will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 4.15, the Co-Obligors shall choose a Paying Agent which shall not be the Co-Obligors.

(e) A tender made in response to a Change of Control Purchase Notice may be withdrawn if the Co-Obligors receive, not later than one Business Day prior to the Change of Control Purchase Date, a facsimile transmission or letter, specifying, as applicable:

(i) the name of the Holder;

(ii) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;

(iii) the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;

(iv) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased; and

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(v) the principal amount, if any, of such Note (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Co-Obligors.

(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Co-Obligors any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Co-Obligors pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Co-Obligors and (y) unless otherwise directed by the Co-Obligors in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Co-Obligors together with interest, if any, thereon.

(g) The Co-Obligors shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of this Indenture, the Co-Obligors shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the “Change of Control” provisions of this Indenture by virtue thereof.

(h) Notwithstanding the foregoing, the Co-Obligors will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer, in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Co-Obligors and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.16. Limitation on Subsidiary Preferred Stock.

(a) The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such Person consolidates or merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary consolidates or merges with or into such person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition by a third party of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.

(b) The Company will not permit any Person (other than the Company or a Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.

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Section 4.17. Unrestricted Subsidiaries.

(a) The Company may designate after the Issue Date any Subsidiary (other than Finance Corp.) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

(i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(ii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.07(a) hereof in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s Board of Directors;

(iii) the Company would be permitted under this Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof at the time of such Designation (assuming the effectiveness of such Designation);

(iv) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;

(v) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and

(vi) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or Holdings or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment.

(b) In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.07 hereof for all purposes of this Indenture in the Designation Amount.

(c) The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

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(i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or

(ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

(d) For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

(e) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if:

(i) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;

(ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and

(iii) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described in Section 4.09 hereof.

(f) All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

Section 4.18. Payments for Consent.

Neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Section 4.19. Issuances of Guarantees by New Restricted Subsidiaries.

The Company will not cause or permit any Restricted Subsidiary (which is not a Subsidiary Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness to which the Company or any other Restricted Subsidiary is a party (other than any Permitted Indebtedness which may be incurred by a Restricted Subsidiary which is not a Subsidiary Guarantor) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a Guarantee of the Notes on the same terms as the guarantee of such Indebtedness except that

(A) such guarantee need not be secured unless required pursuant to Section 4.12 hereof,

(B) if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated to the Notes, and

(C) a Restricted Subsidiary which is a Foreign Subsidiary may guarantee Indebtedness of another Restricted Subsidiary which is a Foreign Subsidiary to the extent such Indebtedness is permitted to be incurred pursuant to Section 4.09 hereof.

Such Guarantee of the Notes will be automatically released if the guarantee by such Subsidiary Guarantor which resulted in the Guarantee of the Notes is released and such Subsidiary Guarantor is not a guarantor under the Credit Agreement or any other Indebtedness of the Company.

For purpose of clarification, CashCall Systems, Inc. and QuikPlay, LLC shall initially not be Subsidiary Guarantors and neither CashCall Systems, Inc. nor QuikPlay, LLC shall be a Subsidiary Guarantor for so long as such entity is not a guarantor under the Credit Agreement or of any Indebtedness of the Company.

Section 4.20. Restrictions on Activities of Finance Corp.

Finance Corp. will not hold any material assets or become liable for any obligations or engage in any business activities, provided that Finance Corp. may be a co-obligor of the Notes (including any Additional Notes) pursuant to the terms of this Indenture, a borrower or guarantor pursuant to the terms of the Credit Agreement or a co-obligor on other Indebtedness of the Company if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Company’s Restricted Subsidiaries other than Finance Corp. Finance Corp. may, as necessary, engage in any activities directly related to or necessary in connection with serving as a co-obligor of the Notes, a borrower or guarantor pursuant to the terms of the Credit Agreement and a co-obligor on such other Indebtedness. The Company will not sell or otherwise dispose of any shares of Capital Stock of Finance Corp. and will not permit Finance Corp., directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock.

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Section 4.21. Liquidated Damages Notice.

In the event that the Company is required to pay Liquidated Damages to holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (“Liquidated Damages Notice”) to the Trustee of its obligation to pay Liquidated Damages no later than fifteen days prior to the proposed payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation of the amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the Liquidated Damages.

ARTICLE FIVE

Successors

Section 5.01. Consolidation, Merger or Sale of Assets.

(a) The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any other Person or group of Persons (other than the Company or a Subsidiary Guarantor), unless at the time and after giving effect thereto

(1) either (a) the Company will be the continuing corporation or limited liability company or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis (the “Surviving Entity”) will be a corporation or limited liability company duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture and the Registration Rights Agreement, as the case may be, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, and the Notes and this Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations);

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(2) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;

(3) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 4.09 hereof;

(4) at the time of the transaction, each Subsidiary Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes, and Finance Corp., unless it is the other party to the transactions described above, will have by supplemental indenture confirmed its obligations under this Indenture and the Notes;

(5) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.12 hereof are complied with;

(6) such transaction would not result in the loss, suspension or material impairment of any Gaming License of the Company or any of its Restricted Subsidiaries unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment;

(7) such transaction would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdictions, provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any gaming jurisdiction in the absence of such transaction; and

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(8) at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

(b) Each Subsidiary Guarantor will not, and the Company will not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any Subsidiary Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Subsidiary Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Subsidiary Guarantor), unless at the time and after giving effect thereto

(1) either (a) the Subsidiary Guarantor will be the continuing corporation or limited liability company in the case of a consolidation or merger involving the Subsidiary Guarantor or (b) the Person (if other than the Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a consolidated basis (the “Surviving Subsidiary Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Guarantee of the Notes and this Indenture and the Registration Rights Agreement and such Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect;

(2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and

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(3) at the time of the transaction such Subsidiary Guarantor or the Surviving Subsidiary Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

provided, however, that this paragraph shall not apply to any Subsidiary Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with this Indenture.

(c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Sections 5.01(a) and (b) hereof in which the Company, Finance Corp. or any Subsidiary Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, Finance Corp. or such Subsidiary Guarantor, as the case may be, and the Company, Finance Corp. or any Subsidiary Guarantor, as the case may be, would be discharged from all obligations and covenants under this Indenture and the Notes or its Guarantee, as the case may be, and the Registration Rights Agreement.

(d) Notwithstanding the foregoing, (1) the Company may merge with an Affiliate incorporated or organized in the United States of America, any state thereof or the District of Columbia solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits, provided that prior to and in connection with any such transaction, clause (g) of the definition of “Permitted C-Corp. Reorganization” shall have been satisfied, (2) the Company and any of its Restricted Subsidiaries may reorganize pursuant to a Permitted C-Corp Reorganization such that the Company becomes classified as a corporation for federal and state tax purposes, provided that such transaction is solely for the purpose of such reorganization and not for the purpose of evading this provision or any other provision of this Indenture, and (3) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor.

ARTICLE SIX

Defaults and Remedies

Section 6.01. Events of Default.

An Event of Default will occur under the Indenture (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) if:

(1) there shall be a default in the payment of any interest (including Liquidated Damages) on any Note when it becomes due and payable, and such default shall continue for a period of 30 days (whether or not such payment is prohibited by the provisions described under Article Ten hereof);

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(2) there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise) (whether or not such payment is prohibited by the provisions described under Article Ten hereof);

(3) (a) there shall be a default in the performance, or breach, of any covenant or agreement of the Co-Obligors or any Subsidiary Guarantor under the Indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Co-Obligors by the Trustee or (2) to the Co-Obligors and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes; (b) there shall be a default in the performance or breach of Section 5.01 hereof; (c) the Co-Obligors shall have failed to make or consummate an Offer in accordance with Section 4.10 hereof; or (d) the Co-Obligors shall have failed to make or consummate a Change of Control Offer in accordance with Section 4.15 hereof;

(4) one or more defaults shall have occurred under any of the agreements, indentures or instruments under which the Company, any Subsidiary Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $5 million, individually or in the aggregate, and either (a) such default results from the failure to pay such Indebtedness at its stated final maturity or (b) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness;

(5) any Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Subsidiary Guarantor or either Co-Obligor not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the Indenture and any such Guarantee, and such cessation or assertion shall not be cured within five days;

(6) one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $7.5 million, either individually or in the aggregate, shall be rendered against the Company, any Subsidiary Guarantor or any Subsidiary or any of their respective properties and shall not be discharged and either (a) any

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creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect (provided that in calculating the aggregate $7.5 million liability for purposes of this provision, judgments, orders or decrees arising out of the GameCash Litigation shall be excluded in the amount not to exceed $7.5 million in the aggregate);

(7) the entry of a decree or order by a court having jurisdiction in the premises adjudging either of the Co-Obligors or any Subsidiary Guarantor bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustments or composition of or in respect of either of the Co-Obligors or any Subsidiary Guarantor under any Bankruptcy Law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of either of the Co-Obligors or any Subsidiary Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days;

(8) the institution by either of the Co-Obligors or any Subsidiary Guarantor of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any Bankruptcy Law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Co-Obligors, or any Subsidiary Guarantor or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due; or

(9) any material Gaming License is revoked, suspended, expired (without previous or concurrent renewal) or lost for more than 60 days other than as a result of any Asset Sale made in accordance with the provisions of the Indenture or any voluntary relinquishment that is, in the judgment of the Company, both desirable in the conduct of the business of the Company and its Restricted Subsidiaries and not disadvantageous to the Holders in any material respect.

Section 6.02. Acceleration.

(a) If an Event of Default (other than as specified in Sections 6.01(7) or (8) with respect to either of the Co-Obligors) shall occur and be continuing with respect to this Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such holders shall, declare all

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unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Co-Obligors (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately; provided, however, that so long as any Indebtedness under the Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Credit Agreement and (y) five Business Days after the giving of notice to the Co-Obligors and the Agent Bank of such acceleration. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (4) under Section 6.01 hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default triggering such Event of Default pursuant to clause (4) shall be remedied or cured by the Co-Obligors or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto (and any acceleration of such Indebtedness was rescinded), so long as (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified in Section 6.01(7) or (8) with respect to either of the Co-Obligors occurs and is continuing, then all the Notes shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceedings.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Co-Obligors with the intention of avoiding payment of the premium that the Co-Obligors would have had to pay if the Co-Obligors then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Co-Obligors with the intention of avoiding the premium payable upon optional redemption of the Notes, then the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

(b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Co-Obligors and the Trustee, may rescind and annul such declaration and its consequences if

(i) the Co-Obligors have paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (4) to the

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extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes;

(ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(iii) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 6.03. Other Remedies.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon and during the continuance of an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Notes outstanding may on behalf of the Holders of all outstanding Notes waive any past Default or Event of Default under this Indenture and its consequences, except a Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05. Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

Section 6.06. Limitation on Suits.

(a) A Holder may pursue a remedy with respect to this Indenture, or the Notes or the Guarantees only if:

(i) the Holder gives to the Trustee written notice of a continuing Event of Default;

(ii) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(iii) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in connection with the request or direction;

(iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(v) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

(b) A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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Section 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01 (1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Co-Obligors for the whole amount of principal of, premium, if any, interest remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Co-Obligors or any Subsidiary Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

(a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest ratably, without preference or priority of any kind, according

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to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

(b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than ten percent in principal amount of the then outstanding Notes.

ARTICLE SEVEN

Trustee

Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, and is actually known to the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(f) Money held in trust by the Trustee need not be segregated from other funds and need not be held in an interest-bearing account, in each case except to the extent required by law or by any other provision of this Indenture.

Section 7.02. Certain Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from either Co-Obligor shall be sufficient if signed by an Officer of such Co-Obligor.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 13.02 hereof, and such notice references the Notes.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that any obligor hereunder deliver an officers’ certificate (which may be in the form of Exhibit G hereto) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which officers’ certificate may be signed by any Person authorized to sign an officers’ certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, it shall not be accountable for the Co-Obligors’ use of the proceeds from the Notes or any money paid to the Co-Obligors or upon the Co-Obligors’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

(a) Within 60 days after each February 15 beginning with the February 15 following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

(b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Co-Obligors and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Co-Obligors shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange or of any delisting thereof.

Section 7.07. Compensation and Indemnity.

(a) The Co-Obligors shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time such compensation for its acceptance of this Indenture and services hereunder as agreed in writing between the Co-Obligors and the Trustee in accordance with a written schedule provided by the Trustee to the Co-Obligors. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Co-Obligors shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel.

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(b) The Co-Obligors shall indemnify each of the Trustee and any predecessor Trustee (and its directors, officers, employees and agents) for, and hold it harmless against, any and all losses, damages, claims, liabilities or reasonable out-of-pocket expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Co-Obligors (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Co-Obligors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Co-Obligors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Co-Obligors shall not relieve the Co-Obligors of their obligations hereunder. The Co-Obligors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Co-Obligors shall pay the reasonable and customary fees and expenses of such counsel. The Co-Obligors need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(c) The obligations of the Co-Obligors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

(d) To secure the Co-Obligors’ payment obligations in this section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Co-Obligors. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Co-Obligors in writing. The Co-Obligors may remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10 hereof;

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii) a custodian or public officer takes charge of the Trustee or its property; or

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(iv) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Co-Obligors shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Co-Obligors.

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Co-Obligors, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Co-Obligors any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least three months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Co-Obligors. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Co-Obligors’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has (or its corporate parent shall have) a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).

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Section 7.11. Preferential Collection of Claims Against Co-Obligors.

The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The Trustee hereby waives any right to set-off any claim that it may have against the Co-Obligors in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Co-Obligors held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE EIGHT

Defeasance and Covenant Defeasance

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

The Co-Obligors may, at the option of their Boards of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.

Section 8.02. Legal Defeasance and Discharge.

Upon the Co-Obligors’ exercise of the option applicable to this Section 8.02, the Co-Obligors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and all obligations of the Subsidiary Guarantors shall be deemed to have been discharged with respect to their obligations under the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Co-Obligors and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Co-Obligors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Co-Obligors’ obligations with respect to such Notes under Article Two and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Co-Obligors’ obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Co-Obligors may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

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Section 8.03. Covenant Defeasance.

Upon the Co-Obligors’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Co-Obligors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20 and 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Co-Obligors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Co-Obligors’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through (6) and (9) shall not constitute Events of Default.

Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

(a) the Co-Obligors must irrevocably deposit or cause to be deposited with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes cash in United States dollars, U.S. Government Obligations (as defined in this Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or on any date after March 15, 2008 (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Co-Obligors have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date);

(b) in the case of Legal Defeasance, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Co-Obligors have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,

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in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Co-Obligors shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 6.01(7) or 6.01(8) is concerned, at any time during the period ending on the 91st day after the date of deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee for the Notes to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Co-Obligors or any Subsidiary Guarantor;

(f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, any Subsidiary Guarantor or any Restricted Subsidiary is a party or by which any of them is bound;

(g) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

(h) the Co-Obligors will have delivered to the Trustee an opinion of independent counsel in the United States to the effect that (assuming no holder of the Notes would be considered an insider of the Co-Obligors or any Subsidiary Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Co-Obligors or any Subsidiary Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(i) the Co-Obligors shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Co-Obligors with the intent of preferring the holders of the Notes or any Guarantee over the other creditors of the Co-Obligors or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Co-Obligors, any Subsidiary Guarantor or others;

(j) no event or condition shall exist that would prevent the Co-Obligors from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and

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(k) the Co-Obligors will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

(a) Subject to Section 8.06 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

(b) The Co-Obligors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

(c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Co-Obligors from time to time upon the request of the Co-Obligors any money or non-callable U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants, investment bank, or appraisal firm expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to the Co-Obligors.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company or Finance Corp., in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Co-Obligors upon their request or (if then held by either of the Co-Obligors) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Co-Obligors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Co-Obligors as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Co-Obligors cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified

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therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Co-Obligors.

Section 8.07. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Co-Obligors’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Co-Obligors make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Co-Obligors shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE NINE

Amendment, Supplement and Waiver

Section 9.01. Without Consent of Holders of Notes.

(a) Notwithstanding Section 9.02 hereof, the Co-Obligors, the Subsidiary Guarantors, any other obligor under the Notes and the Trustee may modify or amend this Indenture or the Notes without the consent of any Holder of a Note:

(i) to evidence the succession of another Person to the Company, Finance Corp. or a Subsidiary Guarantor, and the assumption by any such successor of the covenants of the Company, Finance Corp. or such Subsidiary Guarantor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01 hereof;

(ii) to add to the covenants of the Company, Finance Corp., any Subsidiary Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company, Finance Corp. or any Subsidiary Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee;

(iii) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the holders of the Notes;

(iv) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

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(v) to add a Subsidiary Guarantor under this Indenture;

(vi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture;

(vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the Company’s, Finance Corp.’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise;

(viii) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; or

(ix) to provide for the issuance of the Exchange Notes pursuant to the terms of this Indenture.

Notwithstanding the foregoing, and so long as the Credit Agreement is outstanding, no amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) consent thereto.

(b) Upon the request of the Co-Obligors accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Co-Obligors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

(a) Except as provided below in this Section 9.02, the Co-Obligors, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

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(b) The Co-Obligors may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

(c) Upon the request of the Co-Obligors accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

(e) After an amendment, supplement or waiver under this Section becomes effective, the Co-Obligors shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Co-Obligors to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Co-Obligors with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(i) change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a Default in the payment of the principal of, premium, if any, or interest on, any such Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

(ii) amend, change or modify the obligation of the Co-Obligors to make and consummate a Change of Control Offer in the event of a Change of

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Control in accordance with Section 4.15 hereof, including, in each case, amending, changing or modifying any definitions related thereto;

(iii) reduce the percentage in principal amount of such outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture;

(iv) modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby;

(v) except as otherwise permitted under Section 5.01 hereof, consent to the assignment or transfer by the Company, Finance Corp. or any Subsidiary Guarantor of any of its rights and obligations under this Indenture; or

(vi) amend or modify any of the provisions of this Indenture in any manner which makes any change to the subordination provisions of the Notes or makes any change to the subordination provisions of any Guarantee.

Section 9.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

(a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Co-Obligors in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

(b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.06. Trustee to Sign Amendments, Etc.

The Trustee shall sign any amended or supplemental indenture or Note authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Co-Obligors may not sign an amendment or supplemental Indenture or Note until their Boards of Directors approve it. In executing any amended or supplemental indenture or Note, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE TEN

Subordination

Section 10.01. Agreement to Subordinate.

The Co-Obligors agree, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes and any other payment obligations on or with respect to the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. The provisions of this Article Ten shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by a holder of Senior Indebtedness upon any Proceeding or otherwise, all as though such payment had not been made.

Section 10.02. Liquidation; Dissolution; Bankruptcy.

The holders of Senior Indebtedness of the Company will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Indebtedness of the Co-Obligors (including interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding whether or not allowed or allowable as a claim in any such proceeding) before the Holders will be entitled to receive any direct or indirect payment in respect of any Indenture Obligations (except that Holders may receive and retain payments made from the trust pursuant to Article Eight hereunder), in the event of any distribution to creditors of the Co-Obligors or a Subsidiary Guarantor:

(1) in a liquidation or dissolution of either of the Co-Obligors or a Subsidiary Guarantor;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to either of the Co-Obligors or a Subsidiary Guarantor or its property;

(3) in an assignment for the benefit of creditors; or

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(4) in any marshaling of either of the Co-Obligors’ or a Subsidiary Guarantor’s assets and liabilities.

Any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Indenture Obligations in any case, proceeding, dissolution, liquidation or other winding up or event of the type referred to in clauses (1) through (4) above, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of either of the Co-Obligors or a Subsidiary Guarantor which is subordinated to the payment of the Indenture Obligations with respect to the Notes, shall be paid by the Co-Obligors or Subsidiary Guarantor, as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of either of the Co-Obligors or a Subsidiary Guarantor directly to the holders of the Senior Indebtedness or their Representative or Representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Indebtedness, except Holders may recover payments made from the trust described in Article Eight hereof.

Section 10.03. Default on Designated Senior Indebtedness.

(a) A Co-Obligor may not make any direct or indirect payment in respect of the Notes (except from the trust pursuant to Article Eight hereof):

(i) in the event any default in the payment of principal of, interest or premium, if any, on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace; or

(ii) any Non-Payment Event of Default occurs and is continuing with respect to Designated Senior Indebtedness which permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (A) with respect to the Designated Senior Indebtedness arising under the Credit Agreement, the Agent Bank, or (B) with respect to any other Designated Senior Indebtedness, the Representative of any such Designated Senior Indebtedness.

(b) Payments on the Notes may and shall be resumed:

(1) in the case of a Payment Event of Default, upon the date on which such default is cured or waived or, if the Designated Senior Indebtedness has been accelerated, such acceleration has been rescinded;

(2) in case of a Non-Payment Event of Default, upon the earlier of the date on which such Non-Payment Event of Default is cured or

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waived or 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Indebtedness has been accelerated; or

(3) when the Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents.

No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until 360 days have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice; provided that the delivery of a Payment Blockage Notice by the Representatives of Designated Senior Indebtedness other than under the Credit Agreement shall not bar the delivery of another Payment Blockage Notice by the Agent Bank for the Credit Agreement within such period of 360 days; provided, further, that no period of payment blockage shall exceed 179 days in any one year and no two consecutive interest payments on the Notes may be blocked by delivery of a Payment Blockage Notice.

No Non-Payment Event of Default which existed or was continuing on the date of the delivery of a Payment Blockage Notice with respect to the Designated Senior Indebtedness delivering such Payment Blockage Notice shall be, or be made, the basis for the commencement of a second Payment Blockage Notice by the representative for or the holders of such Designated Senior Indebtedness whether or not within a period of 360 days unless such default has been cured or waived for a period of not less than 90 days.

Section 10.04. Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Co-Obligors shall promptly notify holders of Senior Indebtedness of the acceleration. If any Designated Senior Indebtedness is outstanding, neither the Co-Obligors nor any of the Subsidiary Guarantors may pay the Notes until five Business Days after the Representative of such Designated Senior Indebtedness receives notice of such acceleration and, thereafter, may pay the Notes only if this Article Ten otherwise permits payment at that time.

Section 10.05. When Distribution Must Be Paid Over.

(a) In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (except from the trust pursuant to Article Eight hereof) at a time when such payment is prohibited by this Article Ten and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article Ten, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of the holders of Senior Indebtedness of the Co-Obligors. Upon proper written request of the holders of Senior Indebtedness of the Co-Obligors, the Trustee or such Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Indebtedness or their proper Representative under the Credit Agreement, any indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

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(b) With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article Ten, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Co-Obligors or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Ten, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.06. Notice by the Co-Obligors.

The Co-Obligors shall promptly notify the Trustee and the Paying Agent in writing of any facts known to the Co-Obligors that would cause a payment of any Obligations with respect to the Notes to violate this Article Ten, but failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness as provided in this Article Ten.

Section 10.07. Subrogation.

After all Senior Indebtedness is paid in full and until the Notes are paid in full in cash or Cash Equivalents, Holders shall be subrogated (equally and ratably with the holders of all Indebtedness of the Co-Obligors which by its express terms is subordinated to Senior Indebtedness of the Co-Obligors to the same extent as the Notes are subordinated and which is entitled to like rights of subrogation) to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior Indebtedness. A distribution made under this Article Ten to holders of Senior Indebtedness that otherwise would have been made to Holders is not, as between the Co-Obligors, their creditors other than the holders of Senior Indebtedness and Holders, a payment by the Co-Obligors on the Notes.

Section 10.08. Relative Rights.

(a) This Article Ten defines the relative rights of Holders and holders of Senior Indebtedness. Nothing in this Indenture shall:

(i) impair, as between the Co-Obligors and Holders, the obligation of the Co-Obligors, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(ii) affect the relative rights of Holders of Notes and creditors of the Co-Obligors other than their rights in relation to holders of Senior Indebtedness; or

(iii) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders.

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(b) If the Co-Obligors fail because of this Article Ten to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default.

Section 10.09. Subordination May Not Be Impaired by the Co-Obligors.

No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Co-Obligors or any Holder or by the failure of the Co-Obligors or any Holder to comply with this Indenture.

Section 10.10. Distribution or Notice to Representative.

(a) Whenever a distribution is to be made or a notice given to Holders of Senior Indebtedness, the distribution may be made and the notice given to their Representatives.

(b) Upon any payment or distribution of assets of the Co-Obligors referred to in this Article Ten, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Co-Obligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten.

Section 10.11. Rights of Trustee and Paying Agent.

(a) Notwithstanding the provisions of this Article Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article Ten. Only the Co-Obligors or a Representative may give the notice. Nothing in this Article Ten shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

(b) The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

(c) The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the

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extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Ten, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment.

(d) Nothing in this Article Ten shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

Section 10.12. Authorization to Effect Subordination.

Each Holder, by the Holder’s acceptance thereof, agrees and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Ten, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the lenders under the Credit Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section 10.13. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets or securities of the Company referred to in this Article 10, the Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Holders of Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten.

Section 10.14. Reliance by Holders of Senior Indebtedness on Subordination.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder of a Note, by accepting such Note, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Note, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The provisions of this Article Ten (including the defined terms used herein) are for the benefit of the holders of any Senior Indebtedness and shall be enforceable by each of them directly against any Holder.

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Section 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders or the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Agreement or otherwise.

ARTICLE ELEVEN

Guarantees

Section 11.01. Guarantee.

(a) Subject to this Article Eleven each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees 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 this Indenture, the Notes or the obligations of the Co-Obligors hereunder or thereunder, that: (i) the principal of, premium, if any, 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 herein), and all other obligations of the Co-Obligors 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, that 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. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this 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 either of the Co-Obligors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Subject to Section 6.06 hereof, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the Co-Obligors, any right to require a proceeding first against either of the Co-Obligors, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

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(c) If any Holder or the Trustee is required by any court or otherwise to return to the Co-Obligors, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Co-Obligors 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.

(d) Each Subsidiary Guarantor agrees that it 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. Each Subsidiary Guarantor further agrees that, 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 hereof 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 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, in a pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Section 11.02. Subordination of Guarantee.

The Obligations of each Subsidiary Guarantor under its Guarantee pursuant to this Article Eleven shall be junior and subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of such Subsidiary Guarantor (including Senior Indebtedness of the Subsidiary Guarantor incurred after the date hereof) on the same basis as the Notes are junior and subordinated to the prior payment in full all Senior Indebtedness of the Co-Obligors, as described in Article Ten hereof. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article Ten hereof.

Section 11.03. Limitation on Subsidiary Guarantor Liability.

Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under this Article Eleven, will result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent

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conveyance or fraudulent transfer under federal or state law. Until such time as the Notes are paid in full, each Subsidiary Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Eleven.

Section 11.04. Execution and Delivery of Guarantee.

(a) To evidence its Guarantee set forth in Section 11.01, each Subsidiary Guarantor hereby agrees that a notation of such Guarantee substantially in the form included in Exhibit E shall be endorsed by an Officer of such Subsidiary Guarantor by manual or facsimile signature on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by any of its executive officers by manual or facsimile signature.

(b) Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

(c) If an Officer whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

(d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

(e) In the event that the Company creates or acquires any new Wholly Owned Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.19 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture substantially in the form included in Exhibit F and Guarantees in accordance with Section 4.19 hereof and this Article Eleven, to the extent applicable.

Section 11.05. Releases of Subsidiary Guarantors.

(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 (i) a sale or other disposition to a Person not an Affiliate of the Company or Holdings of all or substantially all of the assets of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition to a Person not an Affiliate of the Company or Holdings of all of the Capital Stock of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, which transaction is carried out in accordance with Section 4.10 hereof or (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 hereof; provided that any such release and discharge pursuant to clause (i) or (ii) shall occur 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.

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(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 this Indenture as provided in this Article Eleven.

ARTICLE TWELVE

Satisfaction and Discharge

Section 12.01. Satisfaction and Discharge.

(a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all outstanding Notes under this Indenture when

(i) either

(1) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Co-Obligors and thereafter repaid to the Co-Obligors or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation or

(2) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Co-Obligors;

(b) either of the Co-Obligors or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;

(c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(d) the Co-Obligors or any Subsidiary Guarantor have paid or caused to be paid all other sums payable under this Indenture by the Co-Obligors and any Subsidiary Guarantor;

(e) the Co-Obligors have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel each stating that (1) all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the

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Co-Obligors, any Subsidiary Guarantor or any Subsidiary is a party or by which the Co-Obligors, any Subsidiary Guarantor or any Subsidiary is bound; and

(f) the Co-Obligors have delivered irrevocable instructions to the Trustee hereunder to apply the deposited money and the payment of the Notes at maturity or the redemption date, as the case may be.

Section 12.02. Deposited Money and U.S. Government Obligations to be held in Trust; Other Miscellaneous Provisions.

Subject to Section 12.03 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12.02, the “Trustee”) pursuant to Section 12.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

Section 12.03. Repayment to the Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment shall at the expense of the Company cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

ARTICLE THIRTEEN

Miscellaneous

Section 13.01. Trust Indenture Act Controls.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 13.02. Notices.

(a) Any notice or communication by either of the Co-Obligors or any Subsidiary Guarantor, on the one hand, or the Trustee on the other hand, to the other is duly

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given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company, Finance Corp. or any Subsidiary Guarantor:

Global Cash Access, L.L.C.

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Facsimile:

Attention: Chief Financial Officer

with copies to:

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304-1018

Facsimile:

Attention: Paul “Chip” Lion

If to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286

Attention: Corporate Trust Administration

(b) The Company, Finance Corp., the Subsidiary Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

(c) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

(d) Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

(e) If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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(f) If either of the Co-Obligors mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03. Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to its rights under this Indenture or the Notes. The Co-Obligors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

Section 13.04. Certificate and Opinion as to Conditions Precedent.

(a) Upon any request or application by the Co-Obligors to the Trustee to take any action under this Indenture, the Co-Obligors shall furnish to the Trustee:

(i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(ii) to the extent required under Section 314 of the Trust Indenture Act, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05. Statements Required in Certificate or Opinion.

(a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:

(i) a statement that the Person making such certificate or opinion has read such covenant or condition;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

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Section 13.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, member or stockholder of either of the Co-Obligors or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Co-Obligors or the Subsidiary Guarantors under the Notes, the Indenture, the Guarantees or the Registration Rights Agreement, 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.

Section 13.08. Governing Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES 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.

Section 13.09. Consent to Jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that a Related Proceeding has been brought in an inconvenient forum.

Section 13.10. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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Section 13.11. Successors.

All agreements of the Co-Obligors in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 5.01.

Section 13.12. Severability.

In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13. Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.14. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Co-Obligors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Co-Obligors if made in the manner provided in this Section 13.14.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) Notwithstanding anything to the contrary contained in this Section 13.14, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof.

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(d) If the Co-Obligors shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Co-Obligors may, at their option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Co-Obligors shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Co-Obligors in reliance thereon, whether or not notation of such action is made upon such Note.

(f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

(g) For purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as otherwise reasonably acceptable to the Trustee.

Section 13.15. Benefit of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 13.16. Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be

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considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.17. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURES

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

GLOBAL CASH ACCESS FINANCE CORPORATION
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CCI ACQUISITION LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

CENTRAL CREDIT, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

The BANK OF NEW YORK, as Trustee
By:	/s/    STACEY B. POINDEXTER
Name:	Stacey B. Poindexter
Title:	Assistant Vice President

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EXHIBIT A1

[Face of Note]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CO-OBLIGORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE CO-OBLIGORS.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES

A1-1

ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

A1-2

	CUSIP [            ]
No.	$

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

8 ³/₄% Senior Subordinated Notes due 2012

Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (“Finance Corp.”, and together with the Company, the “Co-Obligors”), which terms include any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($[            ]) UNITED STATES DOLLARS on March 15, 2012.

Interest Payment Dates: March 15 and September 15 of each year, commencing September 15, 2004.

Regular Record Dates: March 1 and September 1 of each year.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Issue Date: March 10, 2004

A1-3

IN WITNESS WHEREOF, the Co-Obligors have caused this Note to be signed manually or by facsimile by their duly authorized officers.

GLOBAL CASH ACCESS, L.L.C.

By:

Name:

Title:

By:

Name:

Title:

GLOBAL CASH ACCESS FINANCE CORPORATION

By:

Name:

Title:

By:

Name:

Title:

A1-4

(Form of Trustee’s Certificate of Authentication)

This is one of the 8 ³/₄ % Senior Subordinated Notes due 2012 described in the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

Date: March 10, 2004

A1-5

[Reverse Side of Note]

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

8 ³/₄% Senior Subordinated Notes due 2012

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. The Co-Obligors promise to pay interest on the principal amount of this Note at 8 ³/₄% per annum from the date hereof until maturity [[and shall pay the Liquidated Damages]**, if any, payable pursuant to the Registration Rights Agreement, dated March 10, 2004,* referred to below]. The Co-Obligors shall pay interest and Liquidated Damages, if any, semi-annually in arrears on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be September 15, 2004. The Co-Obligors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest [and Liquidated Damages]** (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period.

2. Method of Payment. The Co-Obligors shall pay interest on the Notes (except defaulted interest) [and Liquidated Damages]**, if any, to the Persons who are registered Holders of Notes at the close of business on the 15th day of the month next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Co-Obligors shall pay all Liquidated Damages, if any, on the Interest Payment Dates and in the amounts set forth in the Registration Rights Agreement. The Notes shall be payable as to principal, premium [and Liquidated Damages]**, if any, and interest at the office or agency of the Co-Obligors maintained for such purpose in The City of New York, or, at the option of the Company, payment of interest [and Liquidated Damages],** if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and

* For Additional Notes, insert the date of the Registration Rights Agreements for those Additional Notes.

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provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium [and Liquidated Damages],** if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Co-Obligors or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Co-Obligors may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture. The Co-Obligors issued the Notes under an Indenture dated as of March 10, 2004 (the “Indenture”) among the Co-Obligors, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the covenants therein.

5. Optional Redemption. (a) At any time prior to March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to the greater of:

(A) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption, and

(B) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to March 15, 2008 discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption.

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(b) On or after March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning March 15 of the years indicated below:

Year	Redemption Price
2008	104.375	%
2009	102.188	%
2010	100.000	%

and thereafter at 100% of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

(c) At any time prior to March 15, 2007, the Co-Obligors may use the Net Cash Proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Capital Stock) of the Company from the Company, to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 108.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date); provided that this redemption provision shall not be applicable with respect to any transaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Co-Obligors must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

6. Mandatory Redemption. Except as set forth in paragraph 8 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. Special Redemption. If a Holder or Beneficial Owner of a Note is required to be licensed, qualified or found suitable under applicable Gaming Laws and is not so licensed, qualified or found suitable within any time period specified by the applicable Gaming Authority, the Co-Obligors shall have the right, at their election, (1) to require the Holder or Beneficial Owner to dispose of all or a portion of the Holder’s or Beneficial Owner’s Notes within 120 days after the Holder or Beneficial Owner receives notice of the finding by the applicable Gaming Authorities, or any other different time period as may be prescribed by those authorities or (2) to redeem such Notes at a redemption price equal to the lesser of:

(1) such Holder’s or Beneficial Owner’s cost, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability;

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(2) 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability; or

(3) such other lesser amount as may be required by any governmental Gaming Authority.

8. Repurchase at Option of Holders.

(a) Upon the occurrence of a Change of Control, each Holder may require the Co-Obligors to purchase such Holder’s Notes in whole or in part in integral multiples of $1,000, at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of Control Offer in accordance with the procedures set forth in the Indenture.

(b) Under certain circumstances described in the Indenture, the Co-Obligors will be required to apply the proceeds of Asset Sales to the repayment of the Notes and Pari Passu Indebtedness.

9. Selection and Notice of Redemption. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes not more than 90 days prior to the redemption date in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. Redemptions pursuant to Section 3.07(c) hereof shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the provisions of DTC or other depositary). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest [and Liquidated Damages],^** if any, cease to accrue on Notes or portions of them called for redemption.

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in this Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Co-Obligors may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Co-Obligors are not required to

** Not to be included for Exchange Notes.

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transfer or exchange any Note selected for redemption. Also, the Co-Obligors are not required to transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

11. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

12. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or supplemented only as provided in the Indenture.

13. Defaults. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Co-Obligors, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Co-Obligors specifying the respective Event of Default; provided, however, that so long as any Indebtedness under the Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Credit Agreement and (y) five Business Days after the giving of notice to the Co-Obligors and the Agent Bank of such acceleration. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default and its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment.

14. Subordination. The Notes are subordinated to Senior Indebtedness, as defined in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes may be paid. Each of the Co-Obligors and the Subsidiary Guarantors agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

15. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16. No Recourse Against Others. No director, officer, employee, member or stockholder of either of the Co-Obligors or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Co-Obligors or the Subsidiary Guarantors under the Notes, the Indenture, the Guarantees or the Registration Rights Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting

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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.

17. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. [In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of March 10, 2004^*, between the Co-Obligors, the Subsidiary Guarantors and the parties named on the signature pages thereof.]^**

19. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Co-Obligors have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law. This Note 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.

The Co-Obligors shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Attention: Chief Financial Officer

Facsimile: 702-262-5039

For Additional Notes, insert the date of the Registration Rights Agreement for those Additional Notes

* Not to be included for Exchange Notes.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _____________________________________________________

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                                                         

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Co-Obligors pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨ Section 4.10 ¨ Section 4.15

If you want to elect to have only part of the Note purchased by the Co-Obligors pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                        

Date:                        

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:            

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Following such Decrease (or Increase)

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EXHIBIT A2

[Face of Note]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CO-OBLIGORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE CO-OBLIGORS.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS

A2-1

NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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	CUSIP [            ]
No.	$

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

8 ³/₄% Senior Subordinated Notes due 2012

Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (“Finance Corp.”, and together with the Company, the “Co-Obligors”), which terms include any successor under the Indenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($[            ]) UNITED STATES DOLLARS on March 15, 2012.

Interest Payment Dates: March 15 and September 15 of each year, commencing September 15, 2004.

Regular Record Dates: March 1 and September 1 of each year.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Issue Date: March 10, 2004

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IN WITNESS WHEREOF, the Co-Obligors have caused this Note to be signed manually or by facsimile by their duly authorized officers.

GLOBAL CASH ACCESS, L.L.C.

By:

Name:

Title:

By:

Name:

Title:

GLOBAL CASH ACCESS FINANCE CORPORATION

By:

Name:

Title:

By:

Name:

Title:

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(Form of Trustee’s Certificate of Authentication)

This is one of the 8 ³/₄ % Senior Subordinated Notes due 2012 described in the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

Date: March 10, 2004

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[Reverse Side of Note]

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

8 ³/₄% Senior Subordinated Notes due 2012

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. The Co-Obligors promise to pay interest on the principal amount of this Note at 8 ³/₄% per annum from the date hereof until maturity [[and shall pay the Liquidated Damages]**, if any, payable pursuant to the Registration Rights Agreement, dated March 10, 2004,* referred to below]. The Co-Obligors shall pay interest and Liquidated Damages, if any, semi-annually in arrears on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be September 15, 2004. The Co-Obligors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest [and Liquidated Damages]** (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period.

2. Method of Payment. The Co-Obligors shall pay interest on the Notes (except defaulted interest) [and Liquidated Damages]**, if any, to the Persons who are registered Holders of Notes at the close of business on the 15th day of the month next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Co-Obligors shall pay all Liquidated Damages, if any, on the Interest Payment Dates and in the amounts set forth in the Registration Rights Agreement. The Notes shall be payable as to principal, premium [and Liquidated Damages]**, if any, and interest at the office or agency of the Co-Obligors maintained for such purpose in The City of New York, or, at the option of the Company, payment of interest [and Liquidated Damages],** if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and

* For Additional Notes, insert the date of the Registration Rights Agreement for those Additional Notes.

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provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium [and Liquidated Damages],** if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Co-Obligors or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Co-Obligors may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture. The Co-Obligors issued the Notes under an Indenture dated as of March 10, 2004 (the “Indenture”) among the Co-Obligors, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the covenants therein.

5. Optional Redemption. (a) At any time prior to March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to the greater of:

(A) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption, and

(B) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to March 15, 2008 discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, and Liquidated Damages, if any, to the date of redemption.

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(b) On or after March 15, 2008, the Co-Obligors may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning March 15 of the years indicated below:

Year	Redemption Price
2008	104.375	%
2009	102.188	%
2010	100.000	%

and thereafter at 100% of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

(c) At any time prior to March 15, 2007, the Co-Obligors may use the Net Cash Proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Capital Stock) of the Company from the Company, to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 108.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and Liquidated Damages, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date); provided that this redemption provision shall not be applicable with respect to any transaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Co-Obligors must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

6. Mandatory Redemption. Except as set forth in paragraph 8 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. Special Redemption. If a Holder or Beneficial Owner of a Note is required to be licensed, qualified or found suitable under applicable Gaming Laws and is not so licensed, qualified or found suitable within any time period specified by the applicable Gaming Authority, the Co-Obligors shall have the right, at their election, (1) to require the Holder or Beneficial Owner to dispose of all or a portion of the Holder’s or Beneficial Owner’s Notes within 120 days after the Holder or Beneficial Owner receives notice of the finding by the applicable Gaming Authorities, or any other different time period as may be prescribed by those authorities or (2) to redeem such Notes at a redemption price equal to the lesser of:

(1) such Holder’s or Beneficial Owner’s cost, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability;

A2-8

(2) 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the redemption date or the date of the finding of unsuitability; or

(3) such other lesser amount as may be required by any governmental Gaming Authority.

8. Repurchase at Option of Holders.

(c) Upon the occurrence of a Change of Control, each Holder may require the Co-Obligors to purchase such Holder’s Notes in whole or in part in integral multiples of $1,000, at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of Control Offer in accordance with the procedures set forth in the Indenture.

(d) Under certain circumstances described in the Indenture, the Co-Obligors will be required to apply the proceeds of Asset Sales to the repayment of the Notes and Pari Passu Indebtedness.

9. Selection and Notice of Redemption. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes not more than 90 days prior to the redemption date in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. Redemptions pursuant to Section 3.07(c) hereof shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the provisions of DTC or other depositary). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest [and Liquidated Damages],^** if any, cease to accrue on Notes or portions of them called for redemption.

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in this Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Co-Obligors may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Co-Obligors are not required to

** Not to be included for Exchange Notes.

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transfer or exchange any Note selected for redemption. Also, the Co-Obligors are not required to transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

11. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

12. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or supplemented only as provided in the Indenture.

13. Defaults. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Co-Obligors, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Co-Obligors specifying the respective Event of Default; provided, however, that so long as any Indebtedness under the Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Credit Agreement and (y) five Business Days after the giving of notice to the Co-Obligors and the Agent Bank of such acceleration. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default and its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment.

14. Subordination. The Notes are subordinated to Senior Indebtedness, as defined in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes may be paid. Each of the Co-Obligors and the Subsidiary Guarantors agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

15. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16. No Recourse Against Others. No director, officer, employee, member or stockholder of either of the Co-Obligors or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Co-Obligors or the Subsidiary Guarantors under the Notes, the Indenture, the Guarantees or the Registration Rights Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting

A2-10

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.

17. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. [In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of March 10, 2004^*, between the Co-Obligors, the Subsidiary Guarantors and the parties named on the signature pages thereof.]^**

19. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Co-Obligors have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law. This Note 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.

The Co-Obligors shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

GLOBAL CASH ACCESS, L.L.C.

GLOBAL CASH ACCESS FINANCE CORPORATION

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Attention: Chief Financial Officer

Facsimile: 702-262-5039

* For Additional Notes, insert the date of the Registration Rights Agreement for those Additional Notes

** Not to be included for Exchange Notes.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _____________________________________________________

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                                                         

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Co-Obligors pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨ Section 4.10 ¨ Section 4.15

If you want to elect to have only part of the Note purchased by the Co-Obligors pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-13

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Following such Decrease (or Increase)

A2-14

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Global Cash Access, L.L.C.

Global Cash Access Finance Corporation

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Facsimile: 702-262-5039

The Bank of New York

101 Barclay Street, 8th Floor West

New York, New York 10286

Attention: Corporate Trust Administration

Re: 8 ³/₄% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of March 10, 2004 (the “Indenture”), among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Co-Obligors”), the Subsidiary Guarantors, and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                     in such Note[s] or interests (the “Transfer”), to                                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

B-1

2. Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the

B-2

Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Co-Obligors.

B-3

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                     

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (A) OR (B)]

(A) a beneficial interest in the:

(i) 144A Global Note (CUSIP                     ); or

(ii) Regulation S Global Note (CUSIP                     ); or

(iii) IAI Global Note (CUSIP                     ); or

(B) a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(A) a beneficial interest in the:

(iv) 144A Global Note (CUSIP                    ); or

(v) Regulation S Global Note (CUSIP                     ); or

(vi) IAI Global Note (CUSIP                    ); or

(vii) Unrestricted Global Note (CUSIP                     ); or

(B) a Restricted Definitive Note; or

(C) an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Global Cash Access, L.L.C.

Global Cash Access Finance Corporation

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Facsimile: 702-262-5039

The Bank of New York

101 Barclay Street, 8th Floor West

New York, New York 10286

Attention: Corporate Trust Administration

Re: 8 ³/₄% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of March 10, 2004 (the “Indenture”), among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Co-Obligors”), the Subsidiary Guarantors, and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                              (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted

C-2

Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note, [    ] Regulation S Global Note, [    ] IAI Global Note with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Co-Obligors.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                     

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Global Cash Access, L.L.C.

Global Cash Access Finance Corporation

3525 E. Post Road

Suite 120

Las Vegas, Nevada 89120

Facsimile: 702-262-5039

Re: 8 ³/₄% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of March 10, 2004 (the “Indenture”), among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Co-Obligors”), the Subsidiary Guarantors, and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                     aggregate principal amount at maturity of:

(a) beneficial interest in a Global Note, or

(b) a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S

D-1

under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Co-Obligors are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]

By:

Name:

Title:

Dated:                     

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, 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 (the “Indenture”) among Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Co-Obligors”), the Subsidiary Guarantors (as defined in the Indenture), and The Bank of New York, 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 Co-Obligors to the Holders 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 of 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 the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. The Indebtedness evidenced by these Guarantees 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 of the Guarantors, whether outstanding on the date of the Indenture or thereafter, and the Guarantees are 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.

[Name of Subsidiary Guarantor]

By:

Name:

Title:

By:

Name:

Title:

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EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of                         , among                          (the “Guaranteeing Subsidiary”), a subsidiary of Global Cash Access, L.L.C., (or its permitted successor), a Delaware limited liability company (the “Company”), Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Co-Obligors”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Co-Obligors have heretofore executed and delivered 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 Co-Obligors’ 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

F-1

interest on the overdue principal of and interest on the Notes, if any, if lawful, 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, 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 this 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) 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.

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(h) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed 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 other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under Article Ten of the Indenture shall result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

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 of the Guaranteeing Subsidiary on the same basis as the Notes are junior and subordinated to the Senior Indebtedness of the Company. 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 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.

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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 hereof; 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 CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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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:                     ,             

[Guaranteeing Subsidiary]

By:

Name:

Title:

GLOBAL CASH ACCESS, L.L.C.

By:

Name:

Title:

GLOBAL CASH ACCESS FINANCE CORPORATION

By:

Name:

Title:

[Subsidiary Guarantors]

By:

Name:

Title:

THE BANK OF NEW YORK, AS TRUSTEE

By:

Name:

Title:

EXHIBIT G

INCUMBENCY CERTIFICATE

The undersigned,                         , being the                          of                                              , does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, The Bank of New York, as Trustee under the Indenture dated as of March 10, 2004, by and between the Company, Finance Corp., the Guarantors and The Bank of New York.

Name	Title	Signature
________________	________________	________________
________________	________________	________________
________________	________________	________________

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the      day of                 , 20    .

Name:

Title:

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EX-4.4

Exhibit 4.4

ASSUMPTION AGREEMENT

This Assumption Agreement (this “Assumption Agreement”) is made as of June 7, 2004 by GLOBAL CASH ACCESS, INC., a Delaware corporation (formerly known as Global Cash Access, L.L.C., a Delaware limited liability company), in favor of the Administrative Agent, the Collateral Agent and the Lenders referred to below pursuant to the Credit Agreement (as amended by Amendment No. 1 thereto, dated as of April 27, 2004, and as may be further amended, supplemented and modified from time to time, the “Credit Agreement”, the capitalized terms not defined herein shall have the meanings ascribed to them in the Credit Agreement), dated as of March 10, 2004, among GCA Holdings, L.L.C., a Delaware limited liability company (“Holdings”), Global Cash Access, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

(a) Global Cash Access, Inc., hereby assumes, with the same force and effect as if Global Cash Access, Inc. had been originally named as Borrower in the Credit Agreement, the obligations of Borrower under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and all other Senior Finance Documents to which Borrower is a party and accepts assignment by the conversion of the Borrower into Global Cash Access, Inc. Global Cash Access, Inc. hereby covenants, promises and agrees to pay, perform, comply with, and otherwise be bound by, all Senior Obligations to be paid, performed by, complied with, or binding on, Borrower under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and any other Senior Finance Document to which Borrower is a party at the times and in the manner, and in all respects as therein provided.

(b) Global Cash Access, Inc. represents and warrants that neither the modification of the Credit Agreement or any other Senior Finance Document effected pursuant to this Assumption Agreement nor the execution, delivery, performance or effectiveness of this Assumption Agreement or any other Senior Finance Document requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens, except for the filing of appropriate amendments (on Form UCC-3 or such other financing statements or similar notices as shall be required by local law) to the UCC-1 financing statements heretofore filed by the Collateral Agent in the State of Delaware, which amendments have been delivered to the Collateral Agent. Under the foregoing circumstances, the position of the Administrative Agent and the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Senior Finance Documents, and the ability of the Administrative Agent to enforce the provisions of the Senior Finance Documents and to realize upon such Liens pursuant to the terms of the Senior Finance Documents, have not been adversely affected in any material respect by the modification of the Credit Agreement, the modification of any other Senior Finance Document effected pursuant to this Assumption Agreement or the execution, delivery, performance or effectiveness of this Assumption Agreement.

(c) This Assumption Agreement is a Senior Finance Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement.

(d) This Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF GLOBAL CASH ACCESS, INC. HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be executed by its officers thereunto duly authorized as of the day and year first above written.

GLOBAL CASH ACCESS, INC.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	Chief Executive Officer

EX-5.1

Exhibit 5.1

July 7, 2004

Global Cash Access, Inc.

Global Cash Access Finance Corporation

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Re: $235,000,000 8¾% Senior Subordinated Notes Due 2012; Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel for Global Cash Access, L.L.C., a limited liability company (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Issuers”), in connection with a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended, for the registration of up to an aggregate of $235,000,000 principal amount of 8¾% Senior Subordinated Notes due 2012 (the “Exchange Notes”) by the Issuers in connection with the exchange offer (the “Exchange Offer”) of $235,000,000 in previously issued 8¾% Senior Subordinated Notes due 2012 (the “Old Notes”) for the Exchange Notes. The Exchange Notes will be issued pursuant to the terms and conditions of, and in the forms set forth in, an indenture (the “Indenture”) by and among the Issuers, CCI Acquisition, LLC and Central Credit, LLC, as subsidiary guarantors and The Bank of New York, as trustee (the “Trustee”), the form of which is filed as an exhibit to the Registration Statement. The Exchange Notes and the Indenture are collectively referred to hereinafter as the “Documents.”

In connection with this opinion, we have examined originals or copies of the Documents. In addition, we have examined such corporate records, documents, instruments, certificates of public officials and of the Issuers, made such inquiries of officials of the Issuers, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In connection with this opinion, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals, and the conformity

Global Cash Access, Inc.

Global Cash Access Finance Corporation

July 7, 2004

Page Two

with originals of all items submitted to us as copies. We have also assumed that each party to the Documents, other than the Issuers, has the power and authority to execute and deliver, and to perform and observe the provisions of, the Documents, and has duly authorized, executed and delivered the Documents, that the Indenture constitutes the legal, valid and binding obligations of the Trustee, and that the Indenture has been duly authenticated by the Trustee and will be duly qualified under the Trust Indenture Act of 1939, as amended. We have also assumed compliance with all applicable state securities and “Blue Sky” laws.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

(i) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination;

(ii) Limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Documents; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenants of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material;

(iii) Except to the extent encompassed by an opinion set forth below with respect to the Issuers, we express no opinion as to the effect on the opinions expressed herein of (a) the compliance or non-compliance of any party to the Documents with any laws or regulations applicable to it, or (b) the legal or regulatory status or the nature of the business of any such party;

(iv) The effect of judicial decisions which may permit the introduction of extrinsic evidence to supplement the terms of the Documents or to aid in the interpretation of the Documents;

(v) We express no opinion as to the enforceability of provisions of the Documents imposing, or which are construed as effectively imposing, penalties or forfeitures;

(vi) We express no opinion as to the enforceability of provisions of the Documents that purport to establish evidentiary standards or make determinations conclusive;

Global Cash Access, Inc.

Global Cash Access Finance Corporation

July 7, 2004

Page Three

(vii) We express no opinion as to the enforceability of any indemnification or contribution provisions in the Documents which may be limited or prohibited by federal or state securities laws or by public policy;

(viii) We express no opinion as to the enforceability of the waiver of stay or extension laws contained in Section 4.06 of the Indenture; and

(ix) We express no opinion as to the enforceability of any choice of law provisions contained in the Documents or the enforceability of any provisions which purport to establish a particular court as the forum for adjudication of any controversy relating to the Documents or which purport to cause any party to waive or alter any right to a trial by jury or which waive objection to jurisdiction.

Our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities.

Based upon and subject to the limitations and qualifications set forth herein, we are of the opinion that the Exchange Notes, when executed and authenticated in accordance with the provisions of the Indenture and upon valid tender of the Old Notes to The Bank of New York as exchange agent for the Exchange Offer, and issuance of the Exchange Notes in exchange for such tendered Old Notes in accordance with the terms of the Registration Statement and the Indenture, will be legally issued and binding obligations of the Issuers.

We express no opinion as to matters governed by laws of any jurisdiction other than the following as in effect on the date hereof: the substantive laws of the State of New York (excluding its applicable choice of law rules), and the federal laws (other than laws related to gaming) of the United States of America.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

/s/ Morrison & Foerster LLP

EX-10.1

Exhibit 10.1

STANDARD FORM OF LEASE

Short Form

Gateway Business Park

Las Vegas, Nevada

THIS LEASE AGREEMENT (the “Lease”) is dated the 8th day of March 2000, by and between the hereinafter specified Landlord and Tenant.

W I T N E S S E T H:

I. DEFINITIONS AND BASIC TERMS

1.1 Basic Lease Provisions. For the purpose of this Lease, the following terms shall have the meanings hereinafter specified:

(a)	Landlord:	American Pacific Capital Gateway Bldg D Co., LLC, a Nevada Limited-Liability Company, 8687 West Sahara Avenue, Suite 201 Las Vegas, NV 89117, (702)253-5751
(b)	Tenant:	Global Cash Access, LLC, a Delaware Limited Liability Company 3525 E Post Rd Las Vegas, NV 89120
(c)	DBA:	Global Cash Access
(d)	Entire Premises:	The Parcel described in Exhibit “A” attached hereto and depicted on the drawing attached hereto as Exhibit “B.”
(e)	Shopping Center:	The buildings located on the Entire Premises as said Shopping Center is constituted from time to time.
(f)	Demised Premises:	The premises consists of approximately (40,000) square feet of floor space having a depth of approximately 102 feet and a width of approximately 397 feet. Exact measurements to be determined by the following method: Depth: measuring from the exterior face of the front exterior wall to the exterior face of the rear wall. Width: measuring from centerline of the interior wall to centerline of interior wall unless Tenant is on an end cap, then space will be measured to the exterior face of an exterior wall(s).
(g)	Identified as:	3525 E Post Rd Las Vegas, NV 89120
(h)	Common Areas /Facilities:
	Tenant’s Estimated Common Area Cost: NA
(i)	Minimum Rent:	See Section 5.1. Based upon an initial monthly per square foot amount of $0.90 x 40,000 square feet = $36,000.00 per month
(j)	Percent Rent:	NA
(k)	Security Deposit:	NA

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(l)	Initial Term:	The initial Term of this Lease is for Ten (10) years, beginning on the Commencement Date defined in 1.1 (n) below, and ending on the last day of the One Hundred Twentieth (120th) full month following such Commencement Date.
(m)	Renewal Term:	One (1) Period of Five (5) years.
(n)	Commencement Date:	The Commencement Date for payment of rent as set forth in Section 4.
(o)	Acknowledgment of Commencement Date:	To be signed upon the first occurring event described in (n) above, and evidenced by completion of Exhibit “H”.
(p)	Guarantor:	NA
(q)	Exhibits:

A: Legal Description

B: Site Plan

C: Description of Landlord’s and Tenant’s Work

D. Option To Renew

E. Sign Criteria

F. Tenant Estoppel Certificate

G. Intentionally deleted

H. Acknowledgment of Commencement Date

I. Sign Rental Agreement

J. Financial Statement

K. Rules and Regulations

L. Notice of Substantial Completion

M. Corporate Resolution

N. Notice of Non-Responsibility

O. Parking layout

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II. GRANTING CLAUSE, TERM AND RESERVED RIGHTS

2.1 Lease. Landlord hereby demises and leases unto Tenant and Tenant hereby takes from Landlord, for the consideration and upon the terms and conditions herein set forth, the Demised Premises for the Initial Term specified in Subsection 1.1(1) commencing on the date fixed by Article IV and for such Renewal Terms as Tenant may elect pursuant to the terms and provisions of the Addendum attached hereto. All references herein to the term hereof shall include the Initial Term and all Renewal Terms, if Tenant elects to enter into any Renewal Terms.

2.2 Short-Form Lease. Landlord and Tenant shall each, at the request of the other, execute and deliver a short form of lease, and shall use Page 3 of this Lease as the document requested.

2.3 Exterior Walls: Roof. Landlord shall have the exclusive right to use all or any part of the roof, side and rear walls of the Premises for any purpose, including, but not limited to, erecting signs or other structures on or over all or part of the same, erecting scaffolds and other aids to the construction and installation of the same, and installing, maintaining, using, repairing and replacing pipes, ducts, conduits and wires leading through, to or from the Premises and serving other parts of the Shopping Center in locations which do not materially interfere with Tenant’s use of the Premises. Tenant shall have no right whatsoever in the exterior or exterior walls or the roof of the Premises. SUBJECT TO GOVERNMENTAL APPROVAL AND NOTWITHSTANDING THE ABOVE, TENANT HAS THE UNCONDITIONAL RIGHT TO PLACE SATELLITE DISHES OR SIMILAR DEVICES ON THE ROOF OF THE DEMISED PREMISES AND TENANT ACCEPTS FULL RESPONSIBILITY FOR SUCH DEVICES AND INDEMNIFIES LANDLORD FOR ANY COSTS INCURRED IN TENANT’S INSTALLATION, USE OR REMOVAL OF SUCH.

III. IMPROVEMENTS

3.1 Work Specifications. Attached hereto as Exhibit “C” are outline specifications setting forth:

(a) improvements to the Demised Premises to be furnished and/or installed by Landlord (hereinafter called “Landlord’s Work”.

(b) improvements to the Demised Premises to be furnished and/or installed by Tenant (hereinafter called “Tenant’s Work”).

Tenant agrees that the floor plan for the Demised Premises shall be substantially in accordance with the Typical Lease Space attached hereto as Exhibit “B”, and that the specifications of such floor plan shall control whenever inconsistent with any other specification set forth in Exhibit “C”.

3.2 Tenant’s Work. The parties acknowledge the receipt and approval of plans which are attached hereto and referenced as EXHIBIT “C and EXHIBIT “C-1”. On execution of this lease Tenant shall commence and utilize TWC Construction, or any other licensed, bonded and insured general contractor (“Tenants Contractor”) for Tenant’s Work that does not require permits. Within five days from execution of this lease, Tenant shall submit its plans to the appropriate governmental agency for permits to construct Tenant’s Work. Tenant shall diligently pursue the issuance per building permits. Within five days of Tenant obtaining permits Tenant shall commence construction of Tenant’s Work utilizing Tenant’s Contractor. Tenant shall diligently pursue such installation and work to completion. Subject to 3.3 below, all of Tenant’s Work shall be at Tenant’s sole cost and expense. Tenant shall provide its own trash container(s) as needed for containment and removal of construction debris from Tenant’s Work and Tenant shall remove said trash containers prior to opening for business. Landlord shall designate the location of the trash containers. During the Tenant Improvement Period, Tenant and its contractor, if any, shall keep the Common Areas free of all construction and related debris. Prior to opening for business, Tenant shall remove all construction and related debris from the Premises and Common Area, and all such areas shall be in broom clean condition and the Common Area shall be returned to the condition it was in prior to commencement of Tenant’s Work. Tenant’s contractor shall name Landlord, its partners, and the manager of the Shopping Center as additional named insured on contractor’s insurance policies. All Tenant’s Work shall be undertaken and completed in a good, workmanlike manner, and Tenant shall obtain all necessary governmental

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permits, licenses and approvals with respect thereto and shall fully comply with all governmental statutes, ordinances, rules and regulations pertaining thereto. Tenant covenants that no work by Tenant or Tenant’s employees, agents or contractors shall disrupt or cause a slowdown or stoppage of any work conducted by Landlord on the Premises or Shopping Center of which it is a part.

3.3 Construction Allowance: Landlord shall contribute to Tenant the sum of $1,000,000 as a construction allowance for Tenant’s Work (less funds advanced for the AIA plans in the amount of $28,000 and less the amount set forth in Exhibit “C” to be paid by Landlord). Tenant shall sign contract with Tenant’s Contractor for said work and Tenant shall deposit with the construction lender the balance of the funds’ required to complete Tenants Work (“Tenant’s Share”). For example, if construction contract amount is $1,300,000, Tenant will deposit $300,000 with the construction lender prior to commencement of Tenant’s Work. Tenant shall execute a Tenant Improvement contract for Tenant’s Work with Tenants Contractor contract shall include all Tenant’s Work which contract shall be subject to the prior reasonable approval of Landlord. The contract shall provide for payment to contractor upon contractor providing customary lien releases. Contract price shall include cost of all permits and fees related to Tenant’s Work. Landlord’s obligation to deposit the Construction Allowance shall be conditioned upon the occurrence of the following:

1. Execution of this lease agreement by Tenant.

2. Tenant has received all government approved permits for Tenant’s Work.

3. Landlord has approved Tenant’s construction contract with Tenant’s Contractor.

4. Tenant has deposited funds in the amount of Tenant’s Share with the construction lender.

On execution of this Lease and upon execution of the Tenant Improvement contract for Tenants Work, Tenant shall deposit Tenant’s Share with the Landlord’s construction lender, and such deposit by Tenant shall be utilized first to pay for Tenant’s Work

3.4 Conformity to Law. Landlord and Tenant shall conform to, and comply with, all federal, state and local laws, ordinances, rules and regulations in the performance of their respective work.

3.5 Delivery of Possession. Tenant acknowledges that Landlord is delivering possession of the Premises to Tenant upon execution of this Lease in order that Landlord’s Work and Tenant’s Work can proceed concurrently.

3.6 Tenant’s Construction Insurance. In the event Tenant is to perform any work, Tenant shall provide Landlord with evidence of Workmen’s Compensation insurance, and certificates of fire and extended coverage insurance with vandalism and malicious mischief endorsements and public liability insurance, all as required pursuant to Section 13.1 hereof and acceptable to Landlord before Tenant commences work.

3.7 Tenant’s Plan Submittal. See EXHIBIT C-1.

3.8 Tenants Permits. Tenant shall submit plans pursuant to 3.2 above. Tenant shall within thirty (30) days thereafter submit its plans to the appropriate governmental agency or agencies for approval along with the required processing fee(s). Tenant shall within twenty-four (24) hours thereafter provide Landlord with proof of such payment and a copy of the receipt issued by the agency or agencies to which the plans have been submitted. If Tenant fails to provide such documentation within the time frame permitted Tenant shall be considered in default of this Lease and Landlord, at Landlord’s sole discretion may terminate this Lease and release such space to another prospective tenant. Both Landlord and Tenant agree that due to the difficulty of establishing monetary damages that may be suffered by Landlord upon Tenant’s non-compliance with this Paragraph, Landlord shall be entitled to retain any deposits or other moneys paid by Tenant as initial consideration for Landlord to enter into this Lease with Tenant.

IV. TERM, OPTIONS, COMMENCEMENT DATE AND RENT.

4.1 Term. The initial term of this lease shall be ten (10) years and six (6) months beginning an the Commencement Date as defined in Article 4.3.

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4.2 Options. Tenant shall have the right to exercise any Options granted under 1.1 (m) of the lease on the terms and conditions listed in the Option To Renew EXHIBIT “D”.

4.3 Commencement Date of Term and Payment of Rent (“Commencement Date”). The Commencement Date shall be the date of the passed final building inspection on Tenant’s Work provided the Tenant shall in no way delay the completion of the Landlord’s Work or Tenant’s Work. Should Tenant materially change the approved plans in EXHIBIT C-1 or fail to choose finish items such as and including carpet, paint color and laminate within two weeks from lease execution, the Commencement Date shall occur no later than October 15, 2000.

4.4 Proration and Payment of Rent. The first rent payment shall be due and payable as determined under Section 4.3 above, the “Commencement Date”. If rent payments are to begin on any day other than the first of the month, the rent for that period shall be prorated for that month and shall then be due and payable, as well as the following full months rent. All subsequent rent payments shall be due and payable on the first day of each month as provided for in the lease agreement.

4.5 Right of First Offer.

(a) Description. During the Lease Term and during any Option to Renew, Tenant shall have a right of first offer to lease that contiguous portion of the Demised Premises as depicted on an Exhibit B attached hereto and made a part hereof (the “First Offer Space”) which becomes available for lease as described hereinbelow. Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 4.5.

(b) Procedure for Offer. Landlord shall give Tenant written notice (the “First Offer Notice”) that the First Offer Space shall or has become available for lease by Tenant pursuant to the terms of Tenant’s right of first offer, as set forth in this Section 4.5. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the then available First Offer Space for a term coterminous with the Lease Term. -The First Offer Notice shall describe the space so offered to Tenant, including, without limitation, Landlord’s determination of the rentable square footage thereof, and shall set forth the “First Offer Rent,’ as that term is defined in Section 4.5(d) below, and the other terms upon which Landlord is willing to lease such space to Tenant.

(c) Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first offer in respect to the space described in the First Offer Notice at the First Offer Rent and upon the terms contained in such notice. If Tenant does not exercise its right of first offer within such ten (10) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires, whereupon Tenant’s right of first offer shall terminate with respect to such First Offer Space. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

(d) First Offer Space Rent. The rent payable by Tenant for the First Offer Space (the “First Offer Rent”) shall be identified by Landlord in the First Offer Notice to Tenant.

(f) Amendment to Lease. If Tenant timely exercises Tenant’s right to lease the First Offer Space, Landlord and Tenant shall within fifteen (15) days thereafter execute an amendment to the Lease memorializing Tenant’s lease for such First Offer Space upon the terms and conditions set forth in this Section 4.5. Tenant shall commence payment of Rent for the First Offer Space, and the term of the First Offer Space shall commence upon the date of delivery of the First Offer Space to Tenant (the “First Offer Commencement Date”) and terminate coterminous with the termination of the Lease Term. References in this Lease to the Commencement Date shall refer to the First Offer Commencement Date where applicable. The definition of Premises shall be modified to include the First Offer Space.

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V. RENT

5.1 Minimum Rent. Tenant shall pay to Landlord, without notice or demand and without any set-off or deduction whatsoever, as annual Minimum Rent the amounts as set forth below (“Minimum Rent”), which Minimum Rent shall be paid in monthly installments in advance on or before the first day of each calendar month of the Lease Term commencing with the Commencement Date of this Lease and shall be considered delinquent if not so paid on or before the first day of each month. If the Lease Term commences or expires on a day other than the last day of a calendar month, the Minimum Rent for such month shall be a pro-rated portion of the monthly Minimum Rent, based upon a thirty (30) day month.

PERIOD COVERED:	ANNUAL:		MONTHLY INSTALLMENTS:
Months 01-12	$	432,000.00	$	36,000.00
Months 13-24	$	432,000.00	$	36,000.00
Months 25-36	$	432,000.00	$	36,000.00
Months 37-48	$	432,000.00	$	36,000.00
Months 49-60	$	432,000.00	$	36,000.00
Months 61-72	$	475,200.00	$	39,600.00
Months 73-84	$	475,200.00	$	39,600.00
Months 84-96	$	475,200.00	$	39,600.00
Months 97-108	$	475,200.00	$	39,600.00
Months 109-120	$	475,200.00	$	39,600.00
Months 120-126	$	475,200.00	$	39,600.00
OPTION PERIOD I:
Months 127-138	$	522,720.00	$	43,560.00
Months 139-150	$	522,720.00	$	43,560.00
Months 151-162	$	522,720.00	$	43,560.00
Months 163-174	$	522,720.00	$	43,560.00
Months 175-186	$	522,720.00	$	43,560.00
OPTION PERIOD II:
Months 187-198	$	574,992.00	$	47,916.00
Months 199-210	$	574,992.00	$	47,916.00
Months 111-122	$	574,992.00	$	47,916.00
Months 123-133	$	574,992.00	$	47,916.00
Months 134-145	$	574,992.00	$	47,916.00

5.2 Percentage Rent. Intentionally deleted.

5.3 Adjustment of Fixed Minimum Rent. Intentionally deleted.

5.4 Adjustment Formula. Intentionally deleted.

5.5 Consumer Price Index. Intentionally deleted

5.6 Gross Sales. Intentionally deleted.

5.7 Alternate Rent. Intentionally deleted

5.8 Payments. All rent due hereunder shall be paid in U.S. dollars to Landlord at the address specified in Subsection 1.1 (a) hereof or such other address as may be specified from time to time by Landlord by notice, without any deduction or setoff whatsoever.

VI. SALES RECORDS AND REPORTS

6.1 Statements of Gross Sales. Intentionally deleted

6.2 Retention of Records. Intentionally deleted.

6.3 Landlord’s Right to Audit. Intentionally deleted.

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VII. COMMON FACILITIES AND ADDITIONAL RENT BY TENANT FOR COMMON COSTS

7.1 Common Facilities. Landlord shall substantially complete the common facilities depicted on Exhibit “B” with respect to the phase in which the Demised Premises are to be located as shown on Exhibit “B” prior to the Commencement Date. Landlord reserves the right to change, from time to time, the dimensions and location of the common facilities and the configuration of the phases of development as shown on Exhibit “B”, as well as the dimensions, identity and type of any buildings comprising the Shopping Center, and to construct additional buildings or additional stories on existing buildings or other improvements on the Entire Premises. Provided however, said changes shall not interfere with Tenant’s right to Quiet Enjoyment or would materially affect the Demised Premises, without prior written consent of Tenant.

7.2 Tenant’s Use of Common Facilities. Tenant, and its employees, customers, subtenants, licensees and concessionaires, shall have the nonexclusive right to use the common facilities, as constituted from time to time, of the Shopping Center and other persons shall be entitled to use the same by virtue of Landlord’s express permission, and subject to such reasonable rules and regulations governing such use as Landlord may, from time to time prescribe. Tenant shall not conduct or solicit business or display merchandise within the common facilities, or distribute handbills therein, or take any action that would interfere with the rights of other persons to use the common facilities. Landlord may temporarily close any part of the common facilities for such periods of time as may be necessary to make repairs or alterations. Tenant acknowledges that Landlord may be required to grant to certain tenants of the Shopping Center the right to display and sell merchandise and services on portions of the common facilities and the rights herein granted Tenant shall be inferior to any such rights granted to said certain tenants.

7.3 Designated Parking Areas. Landlord has designated specific areas in which automobiles owned by Tenant, its employees, subtenants, licensees and concessionaires shall be parked, and Tenant shall see that such automobiles are parked in such areas. In all events, Tenant shall be entitled to a minimum of 200 parking spaces as shown in Exhibit “0” of which 10 spaces will be marked reserved with the remaining 190 unreserved. Tenant authorizes Landlord to cause any such unauthorized car to be towed from the Shopping Center. Upon request, Tenant shall furnish to Landlord a complete list of the license numbers of all automobiles operated by Tenant, its employees, subtenants, licensees and concessionaires.

7.3 Landlord’s Use of Common Facilities. Intentionally deleted.

7.4 Common Area Costs. Intentionally deleted.

7.5 Tenant’s Payment of Common Area Costs Intentionally deleted.

7.6 Annual Adjustment of Common Area Costs. Intentionally deleted

VIII. USE OF PREMISES

8.1 Use of Demised Premises. The Demised Premises may be used and occupied only for the purpose of: OFFICE, CUSTOMER SERVICE, DATA CENTER AND STORAGE and for no other purpose or purposes without the prior written consent of Landlord which shall not be unreasonably withheld. Tenant shall be required to use the highest standards of practice available to Tenant in connection with its conduct of business. No activity by Tenant or suffered by Tenant shall be permitted in the Demised Premises which would in Landlord’s reasonable discretion injure or harm the goodwill of the Shopping Center in the eyes of the public in general, or the neighboring community in particular. The parties agree that Landlord has relied upon Tenant’s occupancy and operation in accordance with the foregoing provision.

8.2 Exclusivity Agreement Indemnification. Intentionally deleted.

8.3 Restricted Uses. Tenant shall not conduct within the Demised Premises any fire, auction, “going out of business” or bankruptcy sale. Tenant shall not permit any objectionable or unpleasant odors to emanate from the Demised Premises; nor place or permit any radio, television, loudspeaker, amplifier or sound system, or signs or devices emitting flashing lights, odors, loud noises or vibrations on the roof or outside the Demised Premises or where the same can be heard, seen, felt or smelled from outside the Demised Premises (either in the common facilities or in other leased space); nor place any antenna (except as provided in 2.3), awning or other projection on the exterior of the Demised Premises; nor solicit business in the common facilities nor distribute advertising

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matter to, in or upon any common facility or the Shopping Center; nor commit or permit waste or a nuisance upon the Demised Premises.

8.4 Merchandise Displays Intentionally deleted.

8.5 Refuse. All garbage and refuse shall be kept in the kind of container specified by Landlord and shall be placed outside of the Demised Premises daily, prepared for collection in the manner and at the times and places specified by Landlord. Tenant shall comply with all requirements of health, sanitation and safety codes, or refuse collection services with respect to separation of garbage or refuse into such types (for example, without limitation, wet or dry, paper or non-paper) and into packages or containers of such size and materials as Landlord may specify from time to time.

8.6 Temperature; Pest Control. Tenant shall maintain the inside of the Demised Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures inside the Demised Premises. If Tenant deems necessary, Tenant, at its expense, shall employ the services of a reputable termite and pest extermination contractor for the Demised Premises.

8.7 Increased Insurance Costs. Tenant shall not, without the Landlord’s prior written consent, keep anything within the Demised Premises nor use the Premises for any purposes which shall increase the insurance premium cost or invalidates any insurance policy carried on the Demised Premises or other parts of the Shopping Center. If Landlord should consent to such use and occupancy by Tenant, Tenant shall pay on demand, as additional rent, any additional insurance premiums which result from such use and occupancy. All property and contents kept or stored or maintained within the Demised Premises by Tenant shall be at Tenant’s sole risk.

8.8 Compliance With Laws. Tenant shall procure at its own expense, any permits and licenses required for the transaction of business in the Demised Premises and otherwise comply with all applicable laws, ordinances and governmental regulations, as well as all requirements from time to time imposed by Landlord’s fire and extended coverage insurance carriers that are directly related to Tenant’s type of business, and that are necessary to maintain Landlord’s insurance rates at the levels available upon such full compliance.

8.9 Hazardous Material; Indemnity.

(a) Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept, or used in or about the Demised Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord’s reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant’s business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Demised Premises). If (i) Tenant breaches the obligations stated in the preceding sentence, (ii) the presence (whether consented to by Landlord or otherwise) of Hazardous Material on the Demised Premises or on or in the soil or ground water under or adjacent to the Demised Premises caused or permitted by Tenant, its agents, employees, contractors or invitees results in contamination of the Demised Premises or such soil or ground water, (iii) contamination of the Demised Premises or such soil or ground water by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, or (iv) contamination occurs elsewhere in connection with the transportation by Tenant of Hazardous Material to or from the Shopping Center, then Tenant shall indemnify, protect, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including, without limitation, diminution in value of the Demised Premises or the Shopping Center or any part thereof, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Demised Premises or the Shopping Center or any part thereof, damages arising from any adverse impact on marketing of space with respect to the Demised Premises or the Shopping Center or any part thereof, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Lease term as a result of such contamination. The foregoing obligation of Tenant to indemnify, protect, defend and hold Landlord harmless includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, restoration or other response work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present, as a result of any action or inaction on the part of Tenant, its agents, employees, contractors or invitees, in the Demised Premises

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or the soil or ground water on, under or adjacent to the Demised Premises, or elsewhere in connection with the transportation by Tenant of Hazardous Material to or from the Shopping Center. Without limiting the foregoing, if the presence of any Hazardous Material on or in the Demised Premises or the soil or ground water under or adjacent to the Demised Premises caused or permitted by Tenant, or its agents, employees, contractors or invitees results in any contamination of the Demised Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Demised Premises or such soil or ground water to the condition existing prior to the introduction of any such Hazardous Material to the Demised Premises, or to such soil or ground water; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Demised Premises.

(b) Tenant shall, within ten (10) days following receipt thereof, provide Landlord with a copy of (i) any notice from any local, state or federal governmental authority of any violation or administrative or judicial order or complaint having been filed or about to be filed against Tenant or the Demised Premises alleging any violation of any local, state or federal environmental law or regulation or requiring Tenant to take any action with respect to any release on or in the Demised Premises or the soil or ground water under or adjacent to the Demised Premises of Hazardous Material, or (ii) any notices from a federal, state or local governmental agency or private party alleging that Tenant may be liable or responsible for cleanup, remedial, removal, restoration or other response costs in connection with Hazardous Material on or in the Demised Premises or the soil or ground water under or adjacent to the Demised Premises or any damages caused by such release.

(c) As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Nevada or the United states Government. The term “Hazardous Material” includes, without limitation, any material or substance that is (i) defined as a “hazardous waste” under NRS 459.400 et seq., (ii) petroleum, (iii) asbestos, (iv) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution control Act (33 U.S.C. 1321), (v) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903), (vi) defined as a hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601) or (vii) defined as a “regulated substance” pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks), 42 U.S.C. 6991 et seq.

(d) Tenant’s obligations under this Section 8.9 shall survive the expiration or earlier termination of this Lease.

(e) To the best of Landlord’s knowledge, based on the most current Phase I Environmental Site Assessment prepared by a State Certified Engineer and/or Environmental Manager, no hazardous waste or hazardous substances (as defined under Federal law and by the laws of the State and municipality in which the Premises are located, and including but not limited to asbestos and petroleum related products) has been generated, treated, stored, disposed of or deposited in or on the Premises and/or the Shopping Center. Landlord has not received a summons, directive, notice or other communication, written or oral, from any federal, state or local environmental protection agency or similar body or any other person concerning any alleged violation of any environmental law or regulation at the premises and/or the Shopping Center, or any investigation or request for information relating to the handling, packaging, transportation, treatment, storage or disposal of hazardous waste or hazardous substances on-site or when transported off-site. To the best of Landlord’s knowledge, the Premises and/or the Shopping Center, including, but not limited to, the soil and groundwater, are not contaminated by the presence of hazardous waste or hazardous substances, and there is no substance or condition, including asbestos, in or on such facilities of the Premises and/or the Shopping Center.

(f) Landlord shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Demised Premises by Landlord, its agents, employees, contractors or invitees. If (i) Landlord breaches the obligations stated in the preceding sentence, (ii) the presence of Hazardous Material on the Demised Premises or on or in the soil or ground water under or adjacent to the Demised Premises caused or permitted by Landlord, its agents, employees, contractors or invitees results in contamination of the Demised Premises or such soil or ground water, (iii) contamination of the Demised Premises or such soil or ground water by Hazardous Material otherwise occurs for which Landlord is legally liable to Tenant for damage resulting therefrom, or (iv)

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contamination occurs elsewhere in connection with the transportation by Landlord of Hazardous Material to or from the Shopping Center, then Landlord shall indemnify, protect, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including, without limitation, diminution in value of the Demised Premises or the Shopping Center or any part thereof, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Demised Premises or the Shopping Center or any part thereof, damages arising from any adverse impact on marketing of space with respect to the Demised Premises or the Shopping Center or any part thereof. The foregoing obligation of Landlord to indemnify, protect, defend and hold Tenant harmless includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, restoration or other response work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present, as a result of any action or inaction on the part of Landlord, its agents, employees, contractors or invitees, in the Demised Premises or the soil or ground water on, under or adjacent to the Demised Premises, or elsewhere in connection with the transportation by Landlord of Hazardous Material to or from the Shopping Center. Without limiting the foregoing, if the presence of any Hazardous Material on or in the Demised Premises or the soil or ground water under or adjacent to the Demised Premises caused or permitted by Landlord, or its agents, employees, contractors or invitees results in any contamination of the Demised Premises, Landlord shall promptly take all actions at its sole expense as are necessary to return the Demised Premises or such soil or ground water to the condition existing prior to the introduction of any such Hazardous Material to the Demised Premises.

8.10 Gross Sales From Competing Businesses. Intentionally deleted

8.11 Minimum Hours of Operation. Intentionally deleted

IX. MAINTENANCE, REPAIRS AND ALTERATIONS

9.1 Present Condition. Landlord represents, warrants and covenants that at the Commencement Date the building systems, including, without limitation, plumbing and electrical lines and equipment, heating, ventilation and air conditioning systems, boilers, and elevators, will be in good mechanical and operating condition. Landlord further represents and warrants that it has no knowledge of any conditions which have existed or presently exist which could materially adversely affect Tenant’s business or contemplated use of the Demised Premises.

9.2 Maintenance Obligations. After the Commencement Date and continuing for a twelve month period, Landlord shall, within 10 days of receiving written notice from Tenant, make or cause to be made all repairs, structural and non-structural, routine and non-routine, needed to maintain the Demised Premises, which shall include keeping the roof and Demised Premises free of leaks, repairs to the plumbing and drainage systems (except stoppages caused by Tenant), major electrical systems, and the exterior and interior structural elements of the building (including, without limitation, the roof, exterior and bearing walls of the building, support beams, foundations, columns and lateral supports) (collectively “Landlord Repairs”). Landlord hereby covenants and agrees that in conducting the Landlord Repairs, Landlord shall (i) obtain Tenant’s prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) of the timing, methods, scope, and phasing of such Landlord Repairs, (ii) reimburse Tenant for all costs and expenses incurred by Tenant for using a third party contractor to conduct the Landlord Repairs, if Landlord has not commenced the Landlord Repairs within 10 days of receiving written notice of such Landlord Repairs and (ii) use reasonable efforts not to interfere with the use and operation of the Demised Premises by Tenant in conducting the Landlord Repairs. Upon the expiration of the abovementioned twelve month period, Tenant will be responsible for Landlord Repairs excepting the roof and structural elements. Landlord will obtain at its sole expense a five year warranty on the heating, ventilation and air conditioning system. Tenant shall obtain a service contract from a licensed HVAC contractor covering the 13^th month following the Commencement Date until the expiration or earlier termination of the Lease including any Option to Renew. For example: If the Commencement Date is 1-1-00, then Tenant must secure a service contract to cover February of 2001 until the expiration. If the HVAC malfunctions in the first twelve months, all responsibility for repairs are with the Landlord. If the unit(s) malfunctions in the thirteenth month through the sixtieth month of installation of the above said manufactures warranty, the manufactures warranty will be in place to cover major repairs if Tenant has secured a maintenance contract. After the sixtieth month, Tenant will rely exclusively upon his HVAC maintenance provider for service and repairs.

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9.3 Assignment of Warranties. In the event Landlord shall have furnished or installed any of the equipment referred to in Subsection 9.2(d), Landlord, at Tenant’s request, shall assign to Tenant all applicable warranties or guaranties made or given to Landlord by manufacturers or installers of such equipment to the extent such warranties or guaranties are assignable.

9.4 Tenant Alterations. Tenant shall not make any alterations, additions or improvements to the Demised Premises without the prior consent of Landlord, except for the work described in Exhibit “C”, Section 2.3 above, or Tenant Alterations for an entire contract price less than $50,000 and the installation of unattached movable trade fixtures which may be installed without cutting or otherwise defacing the Premises. All fixtures installed by Tenant shall be new or newly and completely reconditioned. All alterations, additions, carpeting, improvements and fixtures (other than unattached, movable trade fixtures) which may be made or installed by either party hereto upon the Demised Premises shall remain upon and be surrendered with the Premises and become the property of Landlord at the termination of this Lease. Any asphalt tile or other floor covering of similar character which may be cemented or otherwise adhesively fixed to the floor of the Demised Premises shall become the property of the Landlord, all without credit or compensation to Tenant.

9.5 Roof Work. If at any time during the term of this Lease Tenant needs to make roof penetrations over the Demised Premises, Tenant, at Tenant’s expense, shall use Landlord’s contractor to make such penetrations, in order to maintain existing roofing warranties held by Landlord providing contractor rates are at fair market value.

9.6 Liens. Tenant shall promptly pay all contractors and materialmen, and not permit or suffer any lien to attach to the Shopping Center or any part thereof, and indemnify, protect, defend and save harmless Landlord against the same. Landlord shall have the right to require Tenant to furnish a bond or other indemnity satisfactory to Landlord prior to the commencement of any work in excess of fifty thousand dollars ($50,000) by Tenant on the Demised Premises, or if any lien attaches or is claimed, to require such a bond or indemnity in addition to all other remedies.

X. SIGNS

10.1 Sign on Premises. Tenant, at its expense and subject to its obtaining any required governmental permits and approvals, may place, maintain, repair and replace signage on the Demised Premises. However, Tenant shall not place or permit on any exterior door or window or any wall of the Demised Premises any sign, awning, canopy, advertising matter, decoration, lettering or thing of any kind which does not comply with the sign criteria set forth in Exhibit “E”, without the prior written consent of Landlord, which is not to be unreasonably withheld. Landlord shall cooperate with Tenant’s efforts to obtain any permit, approval or consent necessary or desirable in connection with the installation of any signage.

10.2 Restrictions on Signs. Intentionally deleted.

10.3 No Temporary or Mobile Signs. Tenant shall not be permitted, without the prior written consent of Landlord, to place or erect (or cause to be placed or erected) any temporary or mobile signs in the common facilities.

10.4 Signs on Pylon. Tenant shall be entitled to two signs on the pylon of the Shopping Center as set forth in Exhibit “I”. Tenant shall not erect or place any other sign, except for the two signs allotted to it, or cause the same to be erected or placed, on the pylon of the Shopping Center without the prior written consent of Landlord.

XL UTILITIES

11.1 Provision of Utilities. Landlord shall provide the mains, conduits and other facilities necessary to supply water for domestic use only, electricity, telephone service and sewage service to the Demised Premises (in the case of electricity, to the designated meter base) in accordance with and subject to any special provisions contained in Exhibit “C”. Tenant shall, however, be responsible, at its expense, to make provisions for connection or “hooking up” to such utilities, directly with the appropriate utility company furnishing same. Tenant shall not

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install any equipment which can exceed the capacity of any utility facilities, and if any equipment installed by Tenant requires additional utility facilities, the same shall be installed at Tenant’s expense in compliance with all code requirements and plans and specifications which must be approved in advance, in writing, by Landlord.

11.2 Payment for Utility Charges and Deposits. Tenant shall promptly pay when due all charges and deposits for electricity, water, telephone service, sewage service and other utilities furnished to the Demised Premises. Landlord will furnish water services to Tenant and Tenant shall reimburse Landlord for usage based upon Equivalent Residential Units (ERU’s ) at the rate charged by the water district without surcharges.

11.3 Termination of Utilities. Intentionally deleted.

XII. CASUALTY DAMAGE

12.1 Restoration of Demised Premises. In the event the Demised Premises are damaged or destroyed by fire or other casualty, Tenant shall give immediate notice to Landlord and Landlord shall proceed with reasonable diligence to restore the same at Landlord’s expense; provided, however, if the Demised Premises are destroyed or are so damaged that the Landlord’s cost of restoring the same would exceed fifty percent (50%) of their insured value, Tenant by a written notice to Landlord may terminate this Lease. Following such damage or destruction and unless and until the termination of this Lease, this Lease shall remain in full force and effect and Tenant shall continue the operation of its business at the Demised Premises if and to the extent the Tenant determines, in Tenant’s good faith judgment, that it is reasonably practical to do so. If Landlord agrees to reconstruct the Demised Premises and Tenant does not terminate the Lease on account of such damage or destruction as aforesaid (a) Landlord shall abate Rent payments which become due from the time of such damage or destruction through the course of the reconstruction to reflect the extent to which Tenant does not conduct its business operation at the Demised Premises, provided Tenant’s insurance pays Rent to Landlord, (b) the lease term shall continue and the parties shall continue to be bound by this Agreement, and (c) Landlord shall commence such reconstruction as soon as possible and diligently and continuously prosecute such reconstruction through completion. Notwithstanding the above, (i) if the Lease has not been terminated but Landlord has not rebuilt or restored the Demised Premises and/or Landlord’s Work within 180 days after the occurrence of the casualty, Tenant shall have the right to terminate this Lease; and (ii) if the Demised Premises are destroyed or are so damaged that the Landlord’s cost of restoring the same would exceed eighty percent (80%) of their then insured value, then Landlord may, at Landlord’s option, elect to terminate this Lease at any time within one hundred twenty (120) days after the occurrence of the casualty.

12.2 Restoration of Shopping Center. In the event twenty-five percent (25%) or more of the ground floor area of the Shopping Center should be damaged or destroyed by casualty not covered by the standard broad form of fire and extended coverage insurance then in common use in the State of Nevada or should be damaged to such extent that the Landlord’s cost of restoring the same would exceed eighty percent (80%) of the then insured value of such portion of the Shopping Center, then Landlord, at Landlord’s option, may elect to terminate this Lease by giving Tenant written notice to such effect whether or not the Demised Premises, as such, shall suffer any damages.

12.3 Tenant’s Restoration Obligation. Landlord’s obligation to rebuild or restore the Demised Premises shall in any event be limited to restoring Landlord’s Work to substantially the condition in which the same existed prior to the casualty; and Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant’s sole cost and expense to restore Tenant’s Work to substantially the condition in which the same existed prior to the casualty. Notwithstanding anything contained to the contrary in this Article XII, Landlord shall have no duty to restore or rebuild the Demised Premises in the event the fire or other casualty occurs during the last six (6) months of the term hereof or during any Renewal Term, unless Tenant exercises its option to renew the lease under Section 4.2 above, in which case Landlord is obligated to perform all obligations set forth in this Article XXII.

12.4 Abatement of Minimum Rent. If the Demised Premises are partially destroyed or damaged and Landlord repairs or restores them pursuant to the provisions of this Article 12, provided Landlord is paid the full monthly rent under Tenant’s rental value insurance, the rent payable hereunder for the period during which such damage, repair or restoration continues shall be abated in proportion to the degree to which Tenant’s use of the

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Demised Premises is impaired. Except for such abatement of rent, if any, Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair or restoration. Nothing contained herein shall reduce proceeds payable to Landlord from rental value insurance maintainable by Tenant. Any rent abatement shall terminate when rental value insurance to Landlord cease.

XIII. INDEMNITY, NONLIABILITY AND INSURANCE

13.1 Nonliability of Landlord. Landlord shall not be liable to Tenant or to Tenant’s employees, agents, sublessees, licensees, guests or invitees, or to any other person whomsoever, for any injury to persons or damage to property on or about the Demised Premises or the common facilities caused by any act or omission of Tenant, its employees, subtenants, licensees and concessionaires or of any other person entering the Entire Premises under express or implied invitation of Tenant or arising out of the use of the Demised Premises by Tenant and the conduct of its business therein or arising out of any breach or default by Tenant in the performance of its obligations hereunder, and Tenant hereby agrees to protect, defend and indemnify Landlord and hold Landlord harmless from any loss, expense or claims arising out of such damage or injury, and in this connection, Landlord shall have the right to approve Tenant’s counsel in advance. Tenant specifically agrees to be responsible for and indemnify, defend, protect and hold Landlord harmless from any damages or expenses, structural or nonstructural, arising out of or caused by a burglary, theft, vandalism, malicious mischief or other illegal acts performed in, at or from the Demised Premises.

Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be indemnified for and shall indemnify, defend, protect and hold Tenant, its agents, employees, contractors, invitees, successors and assigns harmless from all losses damages, liabilities, judgments, actions, claims, attorney’s fees, costs and expenses arising from the negligence or willful misconduct of Landlord for Landlords knowing violation of any law, order, regulation or a willful breach of Landlords obligations under this Lease .

13.2 Tenant’s Insurance. Tenant shall procure and maintain throughout the term of this Lease a policy or policies of insurance, at its sole cost and expense, insuring Tenant and Landlord against any and all liability for injury to or death to a person or persons, and for damage to or destruction of property occasioned by or arising out of or in connection with the use or occupancy of the Demised Premises, or by the condition of the Demised Premises, the limits of such policy or policies to be in an amount not less than One Million Dollars ($1,000,000.00) in respect to injuries to or death for any number of persons arising out of any one occurrence, and an amount of not less than Five Hundred Thousand Dollars ($500,000.00) in respect to property damaged or destroyed in any one occurrence. Tenant also agrees to carry insurance against fire, and such other risks as are from time to time included in standard extended coverage insurance (including vandalism and malicious mischief endorsements) for the full insurable value of Tenant’s merchandise, trade fixtures, furnishings, wall covering, carpeting, drapes, equipment and all items of personal property of Tenant located on or within the Demised Premises. Tenant shall be responsible for the maintenance of the plate glass in or on the Demised Premises but shall have the option either to insure the risk or to self-insure same. Tenant shall name Landlord and Landlord’s lender as loss payee and additional insured.

13.3 Damage Caused by Disrepair of Demised Premises. Landlord and Landlord’s agents and employees shall not be liable to Tenant for any injury to person or damage to property sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in the Demised Premises or on the Entire Premises, including, but not limited to, injury or damage (including, but not limited to, consequential damage) caused by the Demised Premises or other portion of the Entire Premises becoming out of repair or by defect in or failure of equipment, pipes, or wiring, or by broken glass, or the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Demised Premises (except where due to Landlord’s willful failure to make repairs required to be made hereunder, after the expiration of a reasonable time after written notice to Landlord of the need for such repairs); nor shall Landlord be liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Shopping Center or of any other persons whomsoever, excepting only duly authorized employees and agents of Landlord.

13.4 Boiler Insurance. At all times when a “boiler,” as that term is defined for the purposes of boiler insurance, is located within the Demised Premises, Tenant shall carry, at its expense, boiler insurance with policy

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limits of not less than Three Hundred Thousand Dollars ($300,000.00) insuring both Landlord and Tenant against loss or liability caused by the operation or malfunction of such boiler.

13.5 Waiver of Subrogation. All fire and extended coverage insurance and boiler insurance, if applicable, carried either by Landlord or Tenant covering losses arising out of the destruction or damage to the Demised Premises or its contents or to other portions of the Shopping Center shall provide for a waiver of rights of subrogation against Landlord and Tenant on the part of the insurance carrier and to the extent, but only to the extent, that such insurance shall require a release of the claim of the insured against the other party for losses arising out of the hazard covered thereby, such claim shall be deemed released.

13.6 Provisions Required in Policies. Tenant shall deliver to Landlord certificates of all insurance policies required hereunder and certificates of all renewals of such policies no later than ten (10) days prior to expiration of such policies. All insurance policies required of Tenant hereunder shall be written by responsible and reputable companies acceptable to Landlord and shall contain a written obligation on the part of the insurance company to notify Landlord at least ten (10) days prior to cancellation of such insurance. If Tenant shall fail to comply with any of the requirements herein contained relating to insurance, Landlord may obtain such insurance, and Tenant shall pay to Landlord, on demand, as additional rent hereunder, the premium cost thereof. In addition, Landlord shall have the right to require Tenant to increase the coverage of any insurance required in this Article XIII whenever Landlord’s insurer or mortgage holder deems, in its sole and reasonable discretion, that the then present amounts of coverage are inadequate and provides evidence to Tenant that such increase is consistent with the marketplace.

13.7 Mutual Release. Landlord and Tenant, and all parties claiming under them, mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard covered hereunder, in whole, by insurance on the Demised Premises or in connection with property on or activities conducted on the Demised Premises; and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof, provided, that such release shall not operate in any case where the effect is to invalidate or increase the cost of such insurance coverage (provided, that in the case of increased cost, the other party shall have the right, within thirty (30) days following written notice, to pay such increased cost, thereby keeping such release and waiver in full force and effect).

XIV. EMINENT DOMAIN

14.1 Notice. Landlord and Tenant shall each notify the other if it becomes aware that there will or might occur a taking of any portion of the Entire Premises by condemnation proceedings or by exercise of any right of eminent domain (each, a “Taking”).

14.2 Termination of Lease: If any part of the floor area of the Demised Premises or twenty five percent (25%) or more of the floor area of the Entire Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof then, at the option of Landlord or Tenant, give written notice to each other this Lease shall terminate and the minimum rent (but not additional rent, percentage rental or any other charges payable hereunder) shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority.

14.3 Nontermination of Lease and Rent Abatement: If any portion of the floor area of the Demised Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain, or by private purchase in lieu thereof and Landlord or Tenant does not elect to terminate this Lease, then the minimum rent (but not parentage rental or additional rent) payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority, and Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work originally done necessary to make the Demised Premises an architectural whole.

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14.4 Taking of Common Facilities. If any part of the common facilities should be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, this Lease shall not terminate, nor shall the rent payable hereunder be reduced, nor shall Tenant be entitled to any part of the award made for such taking; except, that either Landlord or Tenant may terminate this Lease if the parking area remaining following such taking plus any additional parking area provided by Landlord by constructing multi-level and/or ground level parking facilities in reasonable proximity to the Shopping Center shall be less than seventy percent (70%) of the original parking area.

14.5 Election to Terminate. Any election to terminate this Lease following condemnation shall be made within thirty (30) days after the date on which physical possession is taken by the condemning authority.

14.5 Compensation for Taking. All compensation awarded for any taking (or the proceeds of private sale in lieu thereof), whether for the whole or a part of the Demised Premises, shall be the property of Landlord (whether such award is compensation for damages to Landlord’s or Tenant’s interest in the Demised Premises), and Tenant hereby assigns all of its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business or for the taking of Tenant’s fixtures and other property within the Demised Premises if a separate award for such items is made to Tenant.

XV. ASSIGNMENT AND SUBLETTING

15.1 No Assignment or Subletting: Tenant shall have the right to assign or sublet the whole or any part of the Demised Premises, without the consent of the Landlord to any affiliate. Affiliate shall mean an entity controlled by or under common control with Tenant. Any other assignment or subletting will require the approval of Landlord which approval shall not be unreasonably withheld. Any assignee or sublessee shall be required to continue to use the Demised Premises for the uses permitted under this Lease and Tenant shall continue to remain fully liable to Landlord for the performance of all terms, covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Such assignment or sublease will not release Tenant from the duties of the Tenant contained in this agreement. Any consent by the Landlord to any act of assignment or subletting shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Tenant, or the legal representatives or assigns of the Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by the Tenant not to assign or sublet without such consent. Any assignee or sublessee shall be required to continue to use the Demised Premises for the same use as the original Tenant and Tenant shall continue to remain fully liable to Landlord for the performance of all terms, covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Tenant shall provide to Landlord such financial statements and other information regarding the business of any proposed assignee or sublessee as Landlord may request in order to permit Landlord to evaluate the financial or managerial capability of any such proposed assignee or sublessee. In the event that Landlord shall consent to an assignment or sublease hereunder, Tenant shall pay to Landlord its reasonable fees, not to exceed $500.00, incurred in connection with processing Tenant’s request for such consent.

15.2 Remedy for Violations. Any violation of any provision of this Lease, whether by act or omission by any assignee, subtenant or occupant, shall be deemed a violation of such provision by the Tenant, it being the intention and meaning of the parties hereto that the Tenant shall assume and be liable to the Landlord for any and all acts and omissions of any and all assignees, subtenants and occupants. If this Lease be assigned, the Landlord may, and is hereby empowered to collect rent and any other additional charges or assessments provided for herein from the assignee; if the Demised Premises or any part thereof be sublet or occupied by any person other than the Tenant, Landlord, in the event of Tenant’s default, may, and is hereby empowered to collect rent and any other additional charges or assessments provided for herein from the subtenant or occupant; in either of such events, the Landlord may apply the net amount received by it to the rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment and subletting or the release of Tenant from the further performance of the covenants herein contained on the part of Tenant.

15.3 Definition of Sublet. The term “sublet” shall be deemed to include the granting of licenses, concessions and any other rights of occupancy of any portion of the Demised Premises, excepting only customary leased

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department arrangements under which such leased department is not operated under a separate name but is held out to the public as an integral part of the Demised Premises.

15.4 Transfer of Stock. Any transfer, sale or other disposition of more than fifty percent (50%) of the corporate stock of a corporate tenant shall be deemed an assignment.

15.5 Excess Rent From Assignee or Sublessee. In the event Tenant, from time to time, receives as rent from any assignee or sublessee, any amount in excess of the rent due to Landlord for the period attributable to the rent received from such assignee or sublessee, then Tenant shall promptly (within five (5) days from receipt thereof) pay fifty percent (50%) of such excess to Landlord, as additional rent provided tenant is a bona fide third party. If Assignee or Sublessee is not a bonafide third party, if required, such excess rent will not inure to Landlord.

15.6 Concession Space Sublease. Tenant shall have the right to sublease space to individual concessionaires who shall provide services to clients as defined in Section 8.1 above. This Paragraph shall not be construed to allow Tenant any additional rights of sublease or assignment that are prohibited in the above provisions, Paragraphs 15.1 through 15.5 inclusive. However, Paragraph 15.5 above shall be modified for the term of this Lease to allow Lessee to sublease space, and Landlord shall not be entitled to additional rent in excess of rent due Landlord as defined in Section 5.1.

15.7 Copy of Agreements. Tenant shall provide to Landlord a copy of the proposed assignment or sublease documents to be used between Tenant and its Assignees or Sublessees within thirty (30) days of execution of this Agreement. Landlord, at it’s sole discretion shall approve or disapprove of any or all terms contained therein. No sublease may contain any provision that is or shall be binding as between Landlord and sublessee, nor shall any sublessee obtain any rights from Landlord through such sublease between Tenant and sublessee. In the event that Tenant breaches it’s Lease Agreement with Landlord and is unable to cure such breach, Landlord at its sole discretion may, at the termination of such Lease, subsequently enter into separate leases with those sublessees who wish to remain as Tenants of Landlord.

XVI. DEFAULT BY TENANT AND SECURITY DEPOSIT

16.1 Defaults. Each of the following events shall be deemed an event of default by Tenant:

(a) failure to pay any installment of minimum rent, additional rent or other amount or charge due hereunder promptly when due;

(b) Tenant remaining in default or failing to perform any of the other covenants or obligations other than those listed in 16.1 (a) hereunder after the expiration of thirty (30) days following notice of such violation or failure;

(c) Tenant fails to timely complete the Tenant’s Work or Tenant fails to open the Demised Premises for business within fifteen (15) days after completion of Tenant’s Work;

(d) the dissolution or the commencement of any action or proceeding for the dissolution or liquidation of Tenant or Guarantor, whether instituted by or against Tenant or Guarantor, respectively, or the taking of possession of the property of Tenant or Guarantor by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of the Tenant or Guarantor, respectively, or, if either Tenant or Guarantor is an individual, the death or incapacity of Tenant or Guarantor, respectively;

(e) Tenant or Guarantor having admitted in writing its inability to pay its debts, or making a general assignment for the benefit of creditors; or commencing any case, proceeding or other action seeking to have an order for relief entered on its behalf as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or the taking by Tenant or Guarantor of

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any corporate or partnership action to authorize or in contemplation of any of the actions set forth above in this Subsection (e); or

1. Tenant or its agent shall falsify any report required to be furnished to Landlord hereunder.

2. Failure to fully submit to Clark County for permits for Tenants Work within five (5) days following notification from Landlord or Landlord’s contractor. Tenant shall supply evidence of plan submittal to Landlord upon request.

16.1.1 Landlord Defaults Notwithstanding any other provision of this Lease, if the Landlord by any act or omission in breach or default of this Lease fails to comply the provisions of this Lease or renders the Demised Premises or any portion thereof untenantable or unfit for Tenant’s business operations (“Landlord Default”), then (a) if such Landlord Default continues for a period of five (5) consecutive business days after Tenant notifies Landlord in writing thereof, all Rent shall abate for the period that the Landlord Default remains.

16.2 Remedies on Default. Upon occurrence of any event of default, Landlord may, at Landlord’s option, in addition to any other remedy or right given hereunder or by law:

(a) give written notice to Tenant that this Lease shall terminate upon the date specified in the notice, which date shall not be earlier than five days from the date of giving of such notice;

(b) following the termination of the Lease under Section 16.2(a) above, peaceably re-enter the Demised Premises, or an part thereof, upon voluntary surrender by Tenant or expel or remove Tenant therefrom and any other persons occupying them using such legal proceedings as are then available;

(c) should Landlord terminate this Lease and reenter, as provided above, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, and whether or not it terminates this Lease, it may relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rent or rents and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. Upon each such reletting all rents received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees and costs of any alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. To the extent any new rents are to be paid hereunder are less than that which would be due under this lease, Tenant shall pay such deficiency to Landlord. If such rents received from such reletting be less than that to be paid during such month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. No such reentry and reletting of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant pursuant to Subsection (a) above, or unless the termination thereof be decreed by a court of competent jurisdiction.

(d) collect by suit or otherwise each installment of rent or other sum as it becomes due hereunder, or enforce, by suit or otherwise, any other term or provision hereof on the part of Tenant required to be kept or performed.

(e) Landlord may, at its option, permit all of Tenant’s fixtures, equipment, improvements, additions, alterations and other personal property to remain on the Premises in which event and continuing during the continuance of such default, Landlord shall have the right to take the exclusive possession of same rent and charge free, until all defaults are cured or, at Landlord’s option, at any time during the term of the Lease, to require Tenant to forthwith remove same. In the event of any entry or taking of possession of the Premises, Landlord shall have the right, but not the obligation to remove therefrom, all or any part of the personal property located therein and may place the same in storage at a public warehouse at the expense and risk of the owners thereof.

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In addition, upon the occurrence of an event of default under, or, in the case of (h) below, upon termination of this Lease, Tenant shall pay to Landlord, without demand or notice, the sum of the following, which shall be immediately due and payable:

(f) all minimum rent, additional rent and other payments accrued to the date of such termination and a proportionate part of such rent or other sums otherwise payable for the month in which such termination occurs;

(g) the cost of making all repairs, alterations and improvements required to be made by Tenant hereunder, and of performing all covenants of Tenant relating to the condition of the Premises during the term and upon expiration or sooner termination of this Lease, such cost to be deemed prima facie to be the cost estimated by a reputable architect or contractor selected by Landlord or the amounts actually expended or incurred thereafter by Landlord; and

(h) Intentionally deleted.

16.3 Damages. Intentionally deleted.

16.4 Cumulative Remedies. Pursuing any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one of more of the remedies herein provided upon an event of default shall not be deemed to constitute a waiver of such default.

16.5 Landlord’s Cure Rights. Landlord, at any time after Tenant commits a default, shall have the right to cure the default at Tenant’s cost. If Landlord at any time, by reason of Tenant’s default, pays any sum or performs any act that requires the payment of any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid at a later date, the outstanding principal amount thereof shall bear interest at the highest rate permitted by law, and if there should be no legal limit at a rate five percent (5%) in excess of the prime rate of Bank of America Nevada, N.A., with adjustments to be made in such rate with each adjustment in such prime rate, from the date the sum is paid by Landlord until Landlord is reimbursed in full by Tenant. Any such sum, together with interest thereon, shall constitute additional rent.

16.6 Security Deposit. Intentionally deleted.

XVII. LANDLORD’S LIEN AND MECHANIC’S LIEN

17.1 Landlord’s Lien. Intentionally deleted.

17.2 Mechanic’s Lien. Tenant will not permit any mechanic’s lien or liens to be placed upon the Premises or improvements there on or the Shopping Center during the term hereof caused by or resulting from any work performed, materials furnished, or obligation incurred by or at the request of Tenant; and nothing in this Lease contained shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration, or repair of or to the Demised Premises, or any part thereof; nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic’s lien or other liens against the interest of Landlord in the Demised Premises. In the case of the filing of any lien on the interest of Landlord or Tenant in the Premises, Tenant shall cause the same to be discharged of record within twenty (20) days after the filing of same. If Tenant shall fail to discharge such mechanic’s lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding. Any amount paid by Landlord for any of the aforesaid purposes, or for the satisfaction of any other lien, not caused or claimed to be caused by Landlord, with interest thereon at the rate of eighteen percent (18%) per annum from the date of payment, shall be paid by Tenant to Landlord on demand.

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XVIII.  PERSONAL PROPERTY TAXES, ETC.

Tenant shall be liable for all taxes levied against personal properly and trade fixtures placed by Tenant in the Demised Premises. If any such taxes for which Tenant is liable are levied against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Demised Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord, upon demand, that part of such taxes for which the Tenant is primarily liable hereunder.

XIX. REAL PROPERTY TAXES

19.1 Real Property Taxes. Intentionally deleted.

XX. INSURANCE PREMIUMS; ADDITIONAL RENT

20.1 Payment of Landlord’s Insurance. Intentionally deleted.

XXI. SUBORDINATION, MORTGAGEE’S AND PURCHASER’S REQUIREMENTS AND ESTOPPEL CERTIFICATES, ETC.

21.1 Subordination of Lease. Tenant accepts this Lease subject and subordinate to any mortgage presently existing or later placed upon the Demised Premises or upon the Entire Premises and to any renewals and extensions thereof, but Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage to this Lease on such terms and subject to such conditions as the mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably invested with full power and authority, if it so elects at any time, to subordinate this Lease to any mortgage hereafter placed upon the Demised Premises or upon the Entire Premises, and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord’s mortgagor may request. Such subordination shall be upon the express condition that upon foreclosure, exercise of power of sale or other exercise of the mortgagee’s rights, Tenant’s possession of the Demised Premises shall not be disturbed so long as Tenant attorns to such mortgagee as Tenant’s Landlord and shall continue to perform ail of the covenants and conditions of this Lease and that Tenant’s obligations to perform such covenants and conditions shall not be in any way diminished thereby. Notwithstanding the foregoing to the contrary, Landlord agrees to use its best efforts to assist Tenant in procuring a Non-Disturbance Agreement(s) in favor of Tenant providing for the non-disturbance from any ground lessor, mortgage holders or deed of trust beneficiaries under any ground lease, mortgage or deed of trust affecting the Demised Premises now in force or which comes into existence after the date of execution of this Lease but prior to the expiration of the Lease Term in consideration of, and as a condition precedent to, Tenant’s entering into this Lease.

21.2 Mortgagee Agreement. In the event a mortgagee or prospective mortgagee should so require, Tenant shall deliver to Landlord, upon Landlord’s request from time to time, for delivery to such mortgagees:

(a) an acknowledgment of the assignment of rents and other sums due hereunder to the mortgagee and agreement to be bound thereby;

(b) an agreement requiring Tenant to advise the mortgagee of damage to or destruction of the Demised Premises by fire or other casualty requiring its reconstruction and/or requiring Tenant to give the mortgagee written notice of Landlord’s default hereunder and to permit the lender to cure such default within a reasonable time after such notice before exercising any remedy Tenant might possess as a result of such default.

21.3 Estoppel Certificate In the event either party’s mortgagor should so request, Landlord or Tenant shall deliver to the other party and to any prospective purchaser, mortgagee or tenant of the Shopping Center as Landlord or Tenant may designate, from time to time, an Estoppel certificate substantially in the form of Exhibit “F” hereto in recordable form certifying, without limitation, that the Lease is unmodified and in full force and effect

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(or if there have been modifications, that the same is in full force and effect as so modified), whether or not Landlord or Tenant is in default in any of their obligations hereunder and the nature of such default, and further stating the dates to which rent and other charges payable under the Lease have been paid, the amount of any security deposit, and containing such other representations or statements as any such mortgagee, purchaser or tenant shall reasonably request

21.4 Mortgagee Protection Clause. Tenant agrees to give any mortgagees and/or trust deed holders, by registered mail, a copy of any notice of default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the addresses of such mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders have an additional thirty (30) days from the time in which they are entitled under the mortgage to remedy any default, within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days any mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings if necessary to effect such cure), in which event this Lease shall not be terminated if such remedies are being so diligently pursued.

XXII. NOTICES

Wherever any notice, election, consent, approval, request, permission, etc. is required or permitted hereunder, such notice, election, consent, etc., shall be deemed effective, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties hereto at the respective addresses set forth in Subsection 1.1 hereof; or in the case of Tenant at the Demised Premises, or at such other addresses as the parties may have thereto for designated by notice. Any Notice given will be deemed given on the date it is received as provided in this Article XXII.

XXIII. ADVERTISING Intentionally deleted.

XXIV. MISCELLANEOUS

24.1 Binding Effect. This Lease and all of the terms, provisions and covenants contained herein, shall apply to, be binding upon and inure to the benefit of the parties hereto, their respective heirs, assigns, successors, executors and administrators, except as otherwise herein expressly provided.

24.2 Joint and Several Liability. If more than one person or corporation is named as Tenant in this Lease and executes the same as such, then in such event, the liability of such persons or corporations for compliance with the performance of all of the terms, covenants and provisions of this Lease shall be joint and several. It is expressly understood that any one of the named Tenants shall be empowered to execute any modification, amendment, exhibit, floor plan, or other document, herein referred to and bind all of the named Tenants thereto; and Landlord shall be entitled to rely on the same to the extent as if all of the named Tenants had executed the same.

24.3 Late Charges and Attorneys’ Fees. Tenant hereby acknowledges that late payment by Tenant to Landlord in rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges that may be imposed upon Landlord by terms of any mortgage or deed of trust covering the Premises or Shopping Center. Accordingly, if any installment of Minimum Rent, Percentage Rent, Adjustments or any sum due from Tenant shall not be received by Landlord or Landlord’s designee on or before the date such sum is due as set forth in Section 5.1 above (the first of every month), then Tenant shall pay automatically to Landlord a late charge equal to five (5%) percent of the amount past due, but in no event more than the legal maximum on such past due amount, plus any attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay rent and/or other charges when due hereunder. Any such late charges shall be added to the next installment of Minimum Rent due under the Lease. The failure to pay any such late charge

24

with the next installment of Minimum Rent due shall be considered a default under this Lease. For the purposes hereof the term “past due” shall mean rents or other sums which are due but not received on or before the tenth (10^th) of the month when due. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Acceptance of such late charges by the Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

24.4 Time of Essence; Unavoidable Delays. Time is of the essence of this Lease. Whenever, however, a period of time is herein provided for Landlord to do or perform any act or thing, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of such periods of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, national emergency, acts of the public enemy, governmental restrictions, laws or regulations, or any other cause or causes, whether similar or dissimilar to those enumerated, beyond Landlord’s reasonable control.

24.5 No Partnership. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any of the acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than that of Landlord and Tenant.

24.6 Landlord’s Right of Entry. Upon 24 hour notice, Landlord, its agents and employees, shall have the right to enter the Demised Premises from time to time at reasonable times to examine the same and show them to prospective purchasers and other persons, and make such repairs, alterations, improvements or additions as Landlord deems desirable provided Landlord does not disturb Tenants right of Quiet Enjoyment. Rent shall in no way abate while any such repairs, alterations, improvements, or additions are being made. During the last six (6) months of the Lease term, Landlord may, with 24 hour notice to Tenant, exhibit the Demised Premises to prospective tenants and maintain upon the Premises notices or signs deemed advisable by Landlord. In addition, during any apparent emergency, Landlord or its agents may enter the Demised Premises forcibly without liability therefor and without in any manner affecting Tenant’s obligations under this Lease. Nothing herein contained, however, shall be deemed to impose upon Landlord any obligation, responsibility or liability whatsoever for any care, maintenance or repair, except as otherwise herein expressly provided conditioned upon such repairs are made on a timely basis.

24.7 Holding Over. If Tenant holds over or occupies the Demised Premises beyond the Lease term (it being agreed there shall be no such holding over or occupancy without Landlord’s written consent), Tenant shall pay Landlord for each month of such holding over a sum equal to one hundred twenty five percent (125%) the then current minimum monthly rent, plus a pro rata portion of all other amounts which Tenant w would have been required to pay hereunder had this Lease been in effect. If Tenant holds over with or without Landlord’s written consent, Tenant shall occupy the Demised Premises on a month to month tenancy and all other terms and provisions of this Lease shall be applicable to such tenancy.

24.8 Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or enforceable, shall not be affected thereby and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

24.9 Governing Law. This Lease shall be construed under the laws of the state of Nevada and venue for any action brought hereunder shall be in Clark County, Nevada.

24.10 Waivers. One or more waivers of any covenant, term or condition of this Lease shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. The failure by Landlord to invoke the provisions of any Articles of this Lease, including, but not limited to, Articles VII, XIX and XX during any Lease or calendar year of this Lease, shall not be deemed as a waiver by Landlord to hereafter invoke such provisions. Failure of Landlord to insist upon strict performance of any provision or to exercise any remedy hereunder shall

25

not be deemed to be a waiver of any breach relating to such provision or giving rise to such remedy. No provision of this Lease shall be deemed to have been waived unless such waiver be in writing signed by Landlord.

24.11 Captions. The captions employed in this Lease are for convenience only and are not intended to in any way limit or amplify the terms and provisions of this Lease. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender wherever the context requires. This Lease shall not be construed against either party more or less favorably by reason of authorship or origin of language.

24.12 Financial Statements. Tenant agrees to promptly furnish or cause to be furnished to Landlord upon demand (but in no event more frequently than once during any twelve (12) month period of time), a financial statement of Tenant and/or any Guarantor of this Lease in a form reasonably acceptable to Landlord.

24.13 Relocation of Tenant. Intentionally deleted

24.14 Sale of Shopping Center. In the event of any sale or exchange of the Demised Premises by Landlord and assignment by Landlord of this Lease, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission relating to the Demised Premises or this Lease occurring after the consummation of such sale or exchange and assignment.

24.15 Landlord’s Access. Tenant hereby grants to Landlord a right of access to, under or over the Demised Premises or any portion or portions thereof as shall be reasonably required for the installation or maintenance of mains, conduits, pipes or other facilities to serve the Shopping Center or any part thereof.

24.16 Entire Agreement. This Lease contains the entire agreement between the parties, and no agreement shall be effective to change, modify or terminate this Lease in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought. It is understood and agreed by Tenant that Landlord and Landlord’s agents have made no representations or promises with respect to the Demised Premises or the making or entry into this Lease, except as in this Lease expressly set forth, and that no claim or liability or cause for termination shall be asserted by Tenant against Landlord for, and Landlord shall not be liable by reason of, the breach of any representation or promises not expressly stated in this Lease.

24.17 Quiet Enjoyment. Tenant, upon paying all rents and other sums due hereunder and observing and performing all of the terms, covenants and conditions on its part to be performed hereunder, shall peaceably and quietly enjoy the Demised Premises for the term hereof. In the event that Tenant is required to execute a SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT, Landlord shall use it’s best efforts to see that Tenant shall retain the right to quiet enjoyment under this Section.

24.18 Alternative Security. Intentionally deleted.

24.19 Measurement of Demised Premises. To the best of Landlord’s knowledge, Tenant’s Demised Premises contains the approximate square footage as shown in Paragraph 1.1 (f) above. Landlord has initially relied on architectural drawings which give approximate dimensions, with measurements based on industry standards, or on as-built dimensions supplied by contractor. Landlord may verify actual square footage with leased square footage. In the event of an error, Landlord reserves the right to adjust Tenant’s square footage to conform to actual dimensions, and to adjust Tenant’s charges accordingly.

24.20 Broker’s Commission; Agency Disclosure. Tenant represents and warrants that it has incurred no liabilities or claims for brokerage commissions or finder’s fees in connection with the execution of this Lease and that it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with this Lease except for those mentioned below which Landlord agrees to pay commission per separate agreement.

A. For Lessor (Landlord): Robert A. Miller, Great American Capital / Las Vegas Valley Commercial

               Brokers, LLC

26

B. For Lessee (Tenant): Brad Peterson, CB Richard Ellis

24.21 CONFIDENTIALITY. Intentionally deleted

Each party signing this document confirms that prior oral and/or written disclosure of agency was provided to him/her in this transaction.

THIS LEASE IS NOT BINDING PRIOR TO EXECUTION BY ALL PARTIES.

EXECUTED on the day hereinabove first mentioned.

LANDLORD:

AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC,

a Nevada Limited-Liability Company

/s/    ILLEGIBLE	6-1-00
BY GREAT AMERICAN HOMES, INC.	DATE:
ITS: MANAGER

TENANT: GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD	5-31-2000
KIRK SANFORD	DATE:
CEO

27

EXHIBIT “A”

LEGAL DESCRIPTION OF PREMISES

Assessor’s Parcel No: 161-31-410-018

SITUATE IN CLARK COUNTY, NEVADA BEING A PORTION OF THE SOUTHWEST ONE QUARTER (SW 1/4) OF SECTION 31, TOWNSHIP 21 SOUTH, RANGE 62 EAST, M.D.B. & M., MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE 2 1/2 INCH BRASS CAP IN CONCRETE MONUMENT STAMPED RLS 1799 WHICH MARKS THE SOUTHWEST CORNER OF SAID SECTION 31; THENCE NORTH 00°43’00” WEST ALONG THE WESTERLY LINE THEREOF, 1364.64 FEET TO THE BRASS CAP IN CONCRETE MONUMENT STAMPED PLS 5878 WHICH MARKS THE CENTERLINE INTERSECTION OF PECOS ROAD AND POST ROAD AS SHOWN ON THE OFFICIAL PLAT OF SUNSET/PECOS COMMERCIAL IN THE OFFICE OF THE CLARK COUNTY, NEVADA RECORDER N BOOK 75 OF PLATS ON PAGE 44; THENCE SOUTH 87°03’44” EAST ALONG THE CENTERLINE OF SAID POST ROAD, 307.98 FEET; THENCE SOUTH 02°04’49” WEST, 30.00 FEET TO A POINT ON THE SOUTHERN RIGHT OF WAY LINE OF POST ROAD AS SHOWN BY MAP IN THE OFFICE OF THE CLARK COUNTY, NEVADA RECORDER IN FILE 95 OF SURVEYS ON PAGE 47; THENCE, SOUTH 02°04’49” WEST, 382.86; THENCE SOUTH 88°02’11” EAST, 238.08 FEET; THENCE SOUTH 01°57’49” /WEST, 26.45 FEET; THENCE SOUTH 87°15’18” EAST, 138.40 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 87°15’18” EAST, 224.31 FEET; THENCE NORTH 00°30’51” EST 237.79 FEET; THENCE NORTH 89°29’09” WEST, 4.00 FEET; THENCE NORTH 00°30’51” EAST, 166.57 FEET; THENCE NORTH 87°03’44” WEST, 220.45 FEET; THENCE SOUTH 00°30’00” WEST, 405.12 FEET TO THE POINT OF BEGINNING

28

EXHIBIT “B”

SITE PLAN & TYPICAL LEASE SPACE

[GRAPHIC]

29

EXHIBIT “C”

DESCRIPTION OF LANDLORD’S AND TENANT’S WORK

Landlord agrees that it will, at its sole cost and expense, commence the construction of the Premises and pursue the completion (with the exception of delays or conditions beyond Landlord’s control) in accordance with Landlord or Landlord’s architect’s design; and plans include the items generally described in Landlord’s Work below:

LANDLORD’S WORK:

Landlord agrees to advance for Tenant’s Work the sum of One Million Dollars ($1,000,000). Tenant has agreed to hire TWC Construction or any other licensed, bonded and insured contractor for Tenant’s Work. Landlord’s Work is to provide a “Gray Shell” which is defined as structural items, exterior walls, roof, concrete floor, main fire sprinkler lines, main power to the building, main sewer line, main water to the building and telephone conduit to the building and all exterior improvements including landscaping and parking lot. Gray Shell is further defined to include the patio slab, patio block wall, truck well and concrete generator slab with grading. Funds for Tenants Work are not to be used towards personal property, phone systems and/or lines or Tenants business activities except for generator and UPS system.

TENANT’S WORK:

Tenant shall provide, administer and pay for any and all work done to the Premises other than that provided under LANDLORD’S WORK hereinabove. Tenant shall procure and pay for any and all plans, drawings, permits, etc. necessary to do said work in a legal and workmanlike manner. Tenant’s Work shall include construction of the improvements set forth on the Plans attached as Exhibit “C-1”. Upon completion to Tenant’s work, Tenant shall provide Landlord a copy of all permits, including the certification of occupancy, issued by the appropriate governmental agency. Tenant shall use TWC Construction or any other licensed, bonded and insured contractor for Tenants Work at contractor’s cost plus a flat fee of five percent (5%) of Tenants contract amount. If Tenant’s Work exceeds the $1,000,000 allowance provided by Landlord, Tenant will deposit excess money with the construction lender (example, if the construction amount is $1,300,000 then Tenant will deposit $300,000 with the construction lender). The below stated work will be paid by Landlord and deducted from the $1,000,000 allowance on behalf of Tenant for Tenant’s Work and must be performed when the building shell is being constructed:

a.	Patch asphalt @ Post due to Sprint conduit installation:	$	2,160
b.	Patch asphalt on-site due to Sprint conduit installation:	$	510
c.	Replace city standard sidewalk, curb & gutter and concrete @drive approach due to new Sprint conduit installation for the redundant system at Post Rd:
d.	NEVADA POWER / SPRINT	$	3,300

1.	4” Sprint conduit	500 LF
2.	2” Sprint conduit	1,000 LF
3.	4” RGS 90 degree bend	2 each
4.	Sprint pull box	1 each
5.	Sprint ground	1 each

30

6.	Sprint telephone cabinet	1 each
7.	Deep trench	734 LF
8.	Type II backfill material	1 LS
9.	Equipment rental	1 LS

	Subtotal for items 1 through 9	$	20,037
g.	Underground plumbing	$	10,075
h.	Underground Electrical	$	2,145
TOTAL OF TENANT’S WORK PERFORMED BY LANDLORD AT TENANTS EXPENSE		$	38,227

LANDLORD:
AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC,
a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER
TENANT:
GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD		5-30-2000
KIRK SANFORD		DATE:
CEO

31

EXHIBIT “ C-1”

TENANT IMPROVEMENT PLANS ATTACHED HERE

[GRAPHIC]

32

EXHIBIT “D”

OPTION TO RENEW

As further consideration for Tenant’s performance of all obligations hereunder, Tenant shall have the option to renew this Lease for one or more of the Renewal Terms specified in Section 1.1 (m) of the Lease, upon the same terms and conditions of the Lease except as herein set forth, provided the following conditions are satisfied (“Option to Renew”):

A. The option for each Renewal Term is exercised by the Tenant. Tenant can only assign this Lease and each option for each Renewal Term upon the conditions set forth in Article XV of the Lease.

B. Tenant is not then in default, and has not been in default of any obligation, covenant or provision of this Lease for a period of twenty-four (24) months prior to the exercise of each option for each renewal term.

C. Tenant shall have given Landlord written notice of Tenant’s exercise of each option at least ninety (90) days prior to the expiration of the current term of this Lease. No Renewal Term shall become effective (notwithstanding when Tenant exercises the option for such Renewal Term, if Tenant is in default of any of the terms or conditions of the Lease and has not used due diligence to correct any default in the time period covered.

D. The renewal of this Lease pursuant to each option shall not carry with it any further right or option to renew this Lease.

E. Tenant shall have the option to extend this Lease for only two (2) terms of five (5) years each and each Renewal Term shall commence immediately following the expiration of the previous term hereof. Each year of the Renewal Term shall be on the same terms, conditions and covenants as provided for herein as to the Initial Term except that the minimum rent payable during such Renewal Term shall be at the rate specified in Section 5.1 of the Lease Agreement. Failure by Tenant to notify Landlord of Tenant’s election to exercise any renewal option herein granted within the time limits set forth for each exercise shall constitute a waiver of such option.

F. The Minimum Rent for the option period is stated in Section 5 of this Lease.

G. Notwithstanding any provision in the Lease Agreement the Option to Renew my not be terminated by the Landlord.

H. Operating Expense Reimbursements: All costs of operation and maintenance of the Entire Premises, as defined by standard accounting practices and including, but, not limited to, the costs of utilities, landscaping, real property taxes, assessments, sewer charges, insurance, janitorial maintenance of the common area, building repair and maintenance, equipment, tools and parts for the project and all other costs directly related to the project, but, not including monies expended for tenant improvement or leasing commissions shall be tabulated each year in accordance with standard accounting practices. If the total direct expenses paid or incurred by Landlord in any calendar year shall exceed the Tenants base year of year 2010 then Tenant shall reimburse Landlord for the overage amount per square foot, times the amount of rentable square feet the Tenant occupies. If the Landlord projects increases in operating expenses for any given year which are greater that than the base year expense, then the Tenant shall pay to Landlord in advance, in addition, to the Minimum Rent amount, twelve monthly installments concurrent with the regular monthly Minimum Rent payment due, which in the aggregate are equal to the projected overage. At the end of the operating year, the. Landlord will tabulate the total overage and make any adjustment necessary between the projected overage and the actual overage that will immediately be paid by Tenant to Landlord or credited towards the next monthly payment falling due.

LANDLORD: AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC, a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER
TENANT: GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD		5-30-2000
KIRK SANFORD		DATE:
CEO

33

EXHIBIT “E”

SIGN CRITERIA

1. Signs shall consist of individually mounted channel letters with plastic faces.

2. Letter returns to be 5” in depth sprayed with 313 Dark Bronze Dupont Iron.

3. Letter returns and backs of 24 gauge paint grip sheet metal (no channelume or similar materials).

4. Letter faces:

5. Illumination of letters by 15-mm neon tubing and use rows of neon tubing as recommended by industry standards.

6. All wiring and transformers shall be in conduit and vented metal boxes mounted behind wall. There shall be no exposed wiring or raceways on face of building.

7. There shall be no flashing action or other animation.

8. All fasteners shall be made of non-corrosive material.

9. The vertical height for tenant signs to be as follows: Minimum height of letters is 12”. Single row letters will not exceed 50% of the vertical sign area. Double row letters will not exceed 66% of the vertical sign area.

10. In all instances, the maximum length of the Tenant sign shall not exceed 75% of the leased frontage with a minimum of 40%. Sign must be centered horizontally in the leased frontage.

11. Copy on sign to consist of name of store only.

12. Tenant shall install a blade and/or arcade sign per Landlord’s sign criteria.

13. Prior to fabrication of signs, three (3) prints of the complete sign plans and installation plans must be submitted to Landlord or agent for approval.

14. There will be no exceptions to the sign criteria without written consent of Landlord.

LANDLORD: AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC, a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER
TENANT: GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD		5-30-2000
KIRK SANFORD		DATE:
CEO

34

EXHIBIT “F”

TENANT ESTOPPEL CERTIFICATE

TO:                                                                                     

DATE:                                     , 2000

RE: Shopping Center Lease

Gateway Business Park

Las Vegas, Nevada

TO WHOM IT MAY CONCERN:

The undersigned is a tenant (“Tenant”) under a lease of certain Premises (herein the “Demised Premises”) located at the

above-captioned shopping center, executed by. American Pacific Capital Gateway Bldg D Co., LLC, a Nevada Limited-Liability Company, as landlord (“Landlord”) and dated March 8, 2000 (said instrument, together with any amendments or modifications expressly referenced in Paragraph 1 below, collectively, the “Lease”). The undersigned, as Tenant, does hereby state, declare, certify, represent and warrant to you as follows:

1. The copy of the Lease attached hereto as Exhibit “A” is a true and correct copy of the Lease, and the Lease is in full force and effect and has not been assigned, modified, amended, supplemented or changed, whether verbally or in writing, except as follows: None.

2. Tenant has received and reviewed a copy of the plans and specifications for the Demised Premises and all other improvements required under the Lease to be constructed by Landlord pursuant to the Lease, and Tenant approves of such plans and specifications in all respects. As of the date hereof, all obligations have been fully performed and fulfilled in the manner and within the time periods required under the Lease.

3. No default or event that with the passage of time or giving of notice would constitute a default (hereinafter collectively, a “Default”) on the part of Tenant exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Tenant.

4. No Default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord.

5. Tenant has no option or right, whether verbal or written, (i) to renew the term of the Lease other than as set forth therein, (ii) to lease other space within the shopping center where the Demised Premises are located, or (iii).to purchase the property of which the Demised Premises are a part, or any part thereof.

6. No rents or other sums which Tenant is obligated to pay under the Lease are accrued and unpaid under the Lease. All rents and other sums currently due and payable under the Lease have been paid through                                                          .

7. No prepayments of rents due under the Lease have been made and no security or deposits as security have been made thereunder, except as set forth in the Lease. The amount of the security deposit is $                    .

8. Tenant has no defense as to its obligations under the Lease and claims no setoff, credit or counterclaim against rents or other charges payable under the Lease or against Landlord, and no free rent, concessions or other inducements have been granted to Tenant.

9. Tenant has not received notice of any assignment; conveyance, hypothecation, mortgage, or pledge of the whole or any part of either Landlord’s interest in the Lease or the rents or other amounts payable thereunder.

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10. Tenant agrees to notify you in writing of any Default on the part of Landlord under the Lease or any other circumstances which would entitle Tenant to rescind or terminate the Lease or terminate the term thereof or to abate the rent or other charges payable thereunder. Tenant further agrees that, notwithstanding any provisions of the Lease, no rights shall accrue to Tenant by reason of any such Default and no rescission or termination of the Lease or abatement of rent or other charges shall occur and no other remedy shall be exercised until the period of time available to you to cure such default or condition has elapsed and no cure has occurred. Such period of time shall begin on the later of (i) the day following the last day of any applicable cure period provided for the Landlord under the Lease, (ii) notice to you from Tenant of such Default or condition, or (iii) the day upon which you shall have become entitled under the Deed of Trust referenced below to remedy such default or condition.

Notwithstanding any provision of the Lease, such period of time shall not be less than the longer of (i) the period of time available to Landlord under the Lease to cure such Default or condition, or (ii) 30 days, provided, however, that if the nature of the Default or condition is such that you require more than such period of time for its cure, then such period of time shall be extended until such cure is complete if you commence such cure within such period of time and thereafter diligently pursue the same to completion.

Tenant understands and acknowledges that you are about to make a loan to Landlord and receive as part of the security for such loan (i) a deed of trust and security agreement, assignment of rents and fixture filing encumbering Landlord’s fee interest in the property of which the Demised Premises are a portion and the rents, issues and profits of the Lease and (ii) an assignment of leases which affects the Lease, and that you are relying upon the representations and warranties contained herein in making such loan. This certificate and the representations and warranties contained herein shall inure to the benefit of your successors and assigns in respect of the ownership of the loan.

TENANT:
GLOBAL CASH ACCESS, LLC
KIRK SANFORD	Dated:
MANAGER

36

EXHIBIT “G”

GUARANTY OF LEASE

Intentionally deleted

37

EXHIBIT “H”

ACKNOWLEDGMENT OF COMMENCEMENT DATE

Landlord and Tenant acknowledge and agree that the Commencement Date of this Lease is the              day of                     , 2000     and the expiration date of this Lease is the              day of                     , 2010 .

Executed this              day of             , 2000.

LANDLORD:
AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC, a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER
TENANT:
GLOBAL CASH ACCESS, LLC
KIRK SANFORD		DATE:
MANAGER

38

EXHIBIT ”I”

GATEWAY BUSINESS PARK PYLON SIGN SPACE MONTHLY RENTAL AGREEMENT

Tenant agrees to pay a monthly fee for the right to use a designated portion of Landlord’s Pylon sign for advertising Tenant’s business within the Shopping Center. Such sign shall comply with the sign criteria as stated in Paragraph X of the Lease and Exhibit “E” attached thereto. Tenant shall pay all costs for design, construction, permits and installation.

The use fee for the first two spaces (“space” equals two signs, one on each side of the pylon) shall be $00.00 and $75.00 per month per space for any number of space exceeding two. In the event Tenant requires a larger sign space, and provided there is sufficient space available, the use fee shall be multiplied by $75.00 times number of spaces requested. Tenant further agrees that this amount shall be separate from the monthly rent payment provided for in Paragraph 5.1 of the lease, but shall be subject to all other applicable provisions within the Lease, and shall be paid to Landlord along with the monthly rental payment. In the event Tenant fails to make any monthly rental payment when due, Landlord shall then notify Tenant that Tenant has five (5) days to cure this breach. If Tenant then fails to cure such breach, Landlord may, at Landlord’s option, terminate this agreement and remove Tenant’s sign from Pylon. Tenant shall indemnify Landlord for any and all damage, which may occur to Tenant’s sign as a result of Landlord’s removal of said sign. Landlord shall then promptly return sign to Tenant’s possession.

Additionally, Tenant’s use of the space on the Pylon shall be for a term of one (1) year, and may be renewed for successive additional one (1) year terms corresponding to Tenant’s Initial Term as specified in the Lease, with the consent of the Landlord. Landlord reserves the right to relocate Tenant’s sign on the Pylon and Landlord shall pay any and all cost incurred with such relocation.

Tenant shall furnish Landlord with a copy of Tenant’s proposed sign, which shall be subject to Landlord’s sole approval or disapproval, including but without limitation, style and size of letters, color, dimensions, lighting criteria and exact location of placement on the Pylon sign.

Tenant acknowledges that because of space and size limitations and Pylon size dimensions, Tenant’s requesting use of the Shopping Center Pylon may not be permitted to place their individual sign on a particular pylon location of their choice, but Landlord will use it’s best efforts to accommodate Tenant’s request.

Landlord shall provide Tenant two spaces at no charge

Total signs: 2 X $00.00 per sign per month = $00.00

LANDLORD:
AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC,
a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER

TENANT:
GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD	5-30-200
KIRK SANFORD	DATE:
CEO

39

EXHIBIT “ J”

FINANCIAL STATEMENT

This Financial Statement is made a part of this Lease and has been provided to Landlord by each Tenant and Landlord has relied on the information contained therein. Tenant authorizes Landlord to verify any or all portions of this financial statement through use of a credit report, or such other means, as Landlord may feel necessary. In the event any information contained therein is false or misleading, Landlord upon learning of such false or misleading information may terminate this Lease upon five (5) days written notice to Tenant Additionally, Landlord may seek remedies available under Nevada law for any damages suffered by Landlord as a result of Tenants actions.

40

EXHIBIT “K”

RULES AND REGULATIONS

The Rules and Regulations Agreement is entered into as of the date of the Lease Agreement (the “Lease”), by and between the parties named in Article I, and by this reference is incorporated herein. Landlord hereby establishes the following rules and regulations for the safety, care and cleanliness of (I) the store areas (hereinafter referred to as the “demised premises”) of any tenant or tenant’s of the Shopping Center (hereinafter referred to at the “Tenant”), (ii) the common area; and (iii) the Shopping Center in general, or for the preservation of good order:

A. FOR THE STORE AREAS:

1. All floor areas of the demised premises (including vestibules, entrances, and air returns), doors, fixtures, windows, and plate glass shall be maintained in a clean, safe and good condition.

2. All trash, refuse, and waste materials shall be stored in adequate containers and regularly removed from the demised premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard or nuisance to any tenant. In the event that any tenant shall fail to remedy such a health or fire hazard or nuisance within five (5) days after written notice by Landlord, Landlord may remedy and/or correct such health or fire hazard or nuisance at the expense of the tenant involved.

3. All trash areas shall be fully enclosed.

4. No portion of the demised premises shall be used for lodging purposes.

5. Neither sidewalks nor walkways shall be used to display, store or place any merchandise, equipment or devices, except in connection with sidewalk sales held with Landlord’s prior written approval.

6. No public telephone, newsstand, shoeshine stand, refreshment, vending or other coin operated machine shall be installed or placed on the sidewalk or walkway area adjacent tot the demised premises or on the common area without Landlord’s prior written approval in each instance.

7. No person or persons shall use the demised premises or any part thereof, for conducting therein a second hand store, auction, distress or fire sale or bankruptcy sale, or “going-out-of-business” sale or “lost-our-lease” sale without Landlord’s prior written consent.

8. No portion of the demised premises shall be used for the storage of any merchandise, materials or other properties, other than those reasonably necessary for the operation of a tenant’s business.

9. No display areas of their demised premises shall be left vacant, and a tenant shall not black out or otherwise obstruct the windows of the demised premises, without Landlord’s prior written consent.

10. Except as specifically provided in the Lease to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the building or storefront without prior written consent of Landlord. Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign installed or displayed in violation of this rule.

11. Landlord shall have the absolute right to enter upon the demised premises to perform such cleaning and clearing of the pipes and drains servicing the demised premises (including rotor-rooter service), as Landlord shall deem necessary. The Tenant shall pay Landlord for all such required services if the problem is caused by Tenant’s operation of its business.

12. Any Tenant operating a carry-out food operation, including any ice cream store, shall pay Landlord for all sidewalk and walkway clean-up work (including without limitation steam cleaning) that Landlord shall determine is necessary to preserve the sanitation, cleanliness, clean appearance, and safety of the Shopping Center. Tenant

41

shall be responsible for a clean-up area of not less than one hundred feet (100³) in radius from their entrance(s) to the demised premises. The Tenant involved shall pay Landlord for this cost with the next succeeding months rent.

13. Upon notice from Landlord that objectionable odors have been emitted from the Premises, and/or that Landlord has received reasonable complaints concerning objectionable odors being emitted from the Premises from any tenant, invitee or other visitor to the Shopping Center, Tenant shall, at its sole cost and expense, use its best efforts to abate the emission of objectionable odors being emitted from the Premises as shall be directed by Landlord, in Landlord’s reasonable discretion, including but not limited to the installation, at Tenant’s sole cost and expense, of automatic ventilation equipment, and/or including the installation of a draft stop extending to the roof on all demising walls. Furthermore, all exhaust fans must be vented at a height that extends above the level of the neighboring stores’ heating and air conditioning vents, but not above the parapet line and not to be visible from the Shopping Center or the adjacent properties.

B. FOR THE COMMON AREAS:

1. Use of the common area shall be in an orderly manner in accordance with directional or other signs or guides. Roadways shall not be used at a speed in excess of ten (10) miles per hour and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers. Walkways shall be used only for pedestrian travel.

2. Customers and invitees of Tenants shall not use the parking areas for anything but parking motor vehicles provided, however, no tenant or it’s employees shall park in the parking areas. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking places. During peak periods of business activity, Landlord may impose any and all controls Landlord deems necessary to operate the parking lot, including but not limited to, the length of time for parking use.

3. No person shall use any utility area, truck loading area, or other area reserved for use in conducting business, except for the specific purpose for which permission to use these areas has been given.

4. Without the consent of the Landlord, no person shall use any of the common area for:

a. Vending, peddling, or soliciting orders, for sale or distribution of any merchandise, device, service, periodical, book, pamphlet, or other matter;

b. Exhibiting any sign, placard, banner, notice, or other written material;

c. Distributing any circular, booklet, handbill, placard, or other material;

d. Soliciting membership in any organization, group or association, or soliciting contributions for any purpose;

e. Parading, patrolling, picketing, demonstrating, or engaging in conduct that might interfere with the use of the common area or be detrimental to any of the business establishments in the Shopping Center;

f. Using the common area for any purpose when none of the business establishments in the Center are open for business;

g. Discarding any paper, glass, or extraneous matter of any kind except in designated receptacles;

h. Using a sound-making device of any kind or making or permitting any noise that is annoying, unpleasant, or distasteful;

i. Damaging any sign, light standard, fixture, landscaping material or other improvement or property within the Center.

42

The above listing of specific prohibitions is not intended to be exclusive, but is intended to indicate the manner in which the right to use the common area solely as a means of access and convenience in shopping at the business establishments in the Center is limited and controlled by Landlord.

C. IN GENERAL:

1. No pets, except seeing eye dogs, shall be allowed in or about the store areas or common areas of the Center, without Landlord’s prior written approval.

2. All tenants and their authorized representatives and invitees shall not loiter in the parking or other common areas that any tenant has the right to use; nor shall they in any way obstruct the sidewalks, entry passages, pedestrian passageways, driveways, entrances and exits; they shall use them only as ingress to and egress from their work areas.

3. Tenants and their authorized representatives and invitees shall not throw cigar cigarette butts or other substances or litter or any kind in or about the buildings of the Center, except in receptacles placed in it for that purpose.

4. The toilet rooms, toilets, urinals, washbowls, and other apparatus available to Tenants shall not be used for any purpose other than that for which they were constructed. No foreign substances of any kind shall be thrown into them, and the expense of any breakage, stoppage, or damage shall be paid by the Tenants.

5. Landlord shall not be responsible to any Tenant or to any other person for the non-observance or violation of these rules and regulations by any other Tenant or other person. All Tenants hall be deemed to have read these rules and regulations and to have agreed to abide by them as a condition to their occupancy of the space leased.

IN WITNESS WHEREOF this Rules and Regulations Agreement is executed as of the date of the Lease Agreement.

LANDLORD:
AMERICAN PACIFIC CAPITAL GATEWAY BLDG D CO., LLC,
a Nevada Limited-Liability Company
BY:	GREAT AMERICAN HOMES, INC.	DATE:
ITS:	MANAGER
TENANT:
GLOBAL CASH ACCESS, LLC
/s/    KIRK SANFORD		5-30-2000
KIRK SANFORD		DATE:
CEO

43

EXHIBIT “L”

DELIVERY OF POSSESSION

Intentionally deleted

44

EXHIBIT “M”

CORPORATE RESOLUTION

45

EXHIBIT “N”

(NOTICE OF NONRESPONSIBILITY)

NOTICE OF NONRESPONSIBILITY

(NRS 108.234)

Project: GLOBAL CASH ACCESS, LLC

ALL PERSONS TAKE NOTICE that any improvement constructed or made upon or in connection with that certain real property described on Exhibit “A” attached hereto is constructed or made at the instance of parties other than the Owner of said real property, and said Owner shall not be responsible for any such improvement.

Property Address: 3525 E POST RD

City, State, Zip: LAS VEGAS, NV 89120

By:
FOR:	GREAT AMERICAN HOMES, INC.
ITS:	MANAGER

STATE OF NEVADA	)
:	ss.
COUNT OF CLARK	)

This instrument was acknowledged before me on                                                                  , 2000 by                                 , Manager.

When recorded return to:

Great American Capital

8786 W. Sahara Avenue, Ste. 201

Las Vegas, NV, 89117-5830

46

EXHIBIT “O”

PARKING LAYOUT

[GRAPHIC]

47

EX-10.2

Exhibit 10.2

EXECUTION COPY

Published CUSIP Number: 36828CAA5

CREDIT AGREEMENT

dated as of March 10, 2004

among

GCA HOLDINGS, L.L.C.,

GLOBAL CASH ACCESS, L.L.C.,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

BANK OF AMERICA, N.A.,

as Administrative Agent, L/C Issuer and Swing Line Lender

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager

Table of Contents

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms	1
Section 1.02	Other Interpretative Provisions	38
Section 1.03	Accounting Terms and Determinations	38
Section 1.04	Annualization; Rounding	39
Section 1.05	References to Agreements and Laws	39
Section 1.06	Times of Day	39
Section 1.07	Letter of Credit Amounts	39
Section 1.08	Classes and Types of Borrowings	39
ARTICLE II THE CREDIT FACILITIES
Section 2.01	Commitments to Lend	40
Section 2.02	Notice of Borrowings	42
Section 2.03	Notice to Lenders; Funding of Loans	43
Section 2.04	Evidence of Loans	44
Section 2.05	Letters of Credit	45
Section 2.06	Interest	53
Section 2.07	Extension and Conversion	54
Section 2.08	Maturity of Loans	56
Section 2.09	Prepayments	56
Section 2.10	Adjustment of Commitments	58
Section 2.11	Fees	60
Section 2.12	Pro-rata Treatment	61
Section 2.13	Sharing of Payments	62
Section 2.14	Payments; Computations	63
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01	Taxes	64
Section 3.02	Illegality	65
Section 3.03	Inability to Determine Rates	65
Section 3.04	Increased Costs and Reduced Return; Capital Adequacy	66
Section 3.05	Funding Losses	67
Section 3.06	Base Rate Loans Substituted for Affected Eurodollar Loans	68
Section 3.07	Survival	68
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions to Initial Credit Extension	68
Section 4.02	Conditions to All Credit Extensions	74

ARTICLE V REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power; Compliance with Laws	75
Section 5.02	Authorization; No Contravention	75
Section 5.03	Governmental Authorization; Other Consents	75
Section 5.04	Binding Effect	75
Section 5.05	Financial Condition; No Material Adverse Effect	76
Section 5.06	Litigation	77
Section 5.07	No Default	77
Section 5.08	Ownership of Property; Liens	77
Section 5.09	Environmental Compliance	78
Section 5.10	Insurance	78
Section 5.11	Taxes	78
Section 5.12	ERISA Compliance	78
Section 5.13	Subsidiaries	79
Section 5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	79
Section 5.15	Disclosure	80
Section 5.16	Compliance with Law	80
Section 5.17	Intellectual Property	80
Section 5.18	Purpose of Loans and Letters of Credit	80
Section 5.19	Labor Matters	81
Section 5.20	Solvency and Surplus	81
Section 5.21	Collateral Documents	81
Section 5.22	Ownership	82
Section 5.23	Certain Transactions	82
ARTICLE VI AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements	82
Section 6.02	Certificates; Other Information	83
Section 6.03	Notices	85
Section 6.04	Payment of Obligations	86
Section 6.05	Preservation of Existence Etc	86
Section 6.06	Maintenance of Properties	87
Section 6.07	Insurance; Certain Proceeds	87
Section 6.08	Compliance with Law	88
Section 6.09	Books and Records; Lender Meeting	88
Section 6.10	Inspection Rights	89
Section 6.11	Use of Proceeds	89
Section 6.12	Additional Loan Parties; Additional Security	89
Section 6.13	Contributions	91
Section 6.14	Corporate Governance	92
ARTICLE VII NEGATIVE COVENANTS
Section 7.01	Limitation on Indebtedness	92
Section 7.02	Restriction on Liens	93

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Section 7.03	Nature of Business	95
Section 7.04	Consolidation, Merger and Dissolution	95
Section 7.05	Asset Dispositions	96
Section 7.06	Investments	97
Section 7.07	Restricted Payments, etc.	100
Section 7.08	Prepayments of Indebtedness, etc.	101
Section 7.09	Transactions with Affiliates	101
Section 7.10	Fiscal Year; Accounting; Organizational and Other Documents	102
Section 7.11	Restrictions with Respect to Intercorporate Transfers	102
Section 7.12	Ownership of Subsidiaries; Limitations on Holdings and the Borrower	103
Section 7.13	Sale and Leaseback Transactions	104
Section 7.14	Capital Expenditures	104
Section 7.15	Additional Negative Pledges	104
Section 7.16	Impairment of Security Interests	105
Section 7.17	Sales of Receivables	105
Section 7.18	Financial Covenants	105
Section 7.19	Independence of Covenants	106
ARTICLE VIII DEFAULTS
Section 8.01	Events of Default	106
Section 8.02	Acceleration; Remedies	110
Section 8.03	Allocation of Payments After Event of Default	111
ARTICLE IX AGENCY PROVISIONS
Section 9.01	Appointment and Authorization of the Administrative Agent	113
Section 9.02	Delegation of Duties	113
Section 9.03	Exculpatory Provisions	113
Section 9.04	Reliance on Communications	114
Section 9.05	Notice of Default	114
Section 9.06	Credit Decision; Disclosure of Information by Administrative Agent; No Reliance on Arranger’s or Agents’ Customer Identification Program	114
Section 9.07	Indemnification	115
Section 9.08	Administrative Agent in Its Individual Capacity	116
Section 9.09	Successor Agents	116
Section 9.10	Administrative Agent May File Proofs of Claim	116
Section 9.11	Collateral and Guaranty Matters	117
Section 9.12	Other Agents; Arrangers and Managers	117
Section 9.13	Agents’ Fees; Arranger Fee	118
ARTICLE X MISCELLANEOUS
Section 10.01	Amendments, Etc.	118
Section 10.02	Notices and Other Communications; Facsimile Copies	120
Section 10.03	No Waiver; Cumulative Remedies	121
Section 10.04	Attorney Costs, Expenses and Taxes	121
Section 10.05	Indemnification	121

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Section 10.06	Payments Set Aside	122
Section 10.07	Successors and Assigns	122
Section 10.08	Confidentiality and Disclosure	126
Section 10.09	Set-off	127
Section 10.10	Interest Rate Limitation	127
Section 10.11	Counterparts	128
Section 10.12	Integration	128
Section 10.13	Survival of Representations and Warranties	128
Section 10.14	Severability	128
Section 10.15	Tax Forms	128
Section 10.16	Headings	130
Section 10.17	Governing Law; Submission to Jurisdiction	130
Section 10.18	Waiver of Right to Trial by Jury	131
Section 10.19	USA Patriot Act Notice; Lenders’ Compliance Certification	131
Section 10.20	Defaulting Lenders	132
Section 10.21	Binding Effect	132
Section 10.22	Conflict	132

Schedules:

Schedule 2.01	-	Lenders and Commitments
Schedule 4.01(n)	-	Adjustments to Consolidated EBITDA
Schedule 5.03	-	Required Consents, Authorizations, Notices and Filings
Schedule 5.13	-	Subsidiaries
Schedule 5.22	-	Ownership of Holdings
Schedule 7.09	-	Transactions with Affiliates
Schedule 10.02	-	Administrative Agent’s Office, Certain Addresses for Notices

Exhibits:

Exhibit A-1	-	Form of Notice of Borrowing
Exhibit A-2	-	Form of Notice of Extension/Conversion
Exhibit A-3	-	Form of Letter of Credit Request
Exhibit A-4	-	Form of Swing Line Loan Request
Exhibit B-1	-	Form of Revolving Note
Exhibit B-2	-	Form of Term B Note
Exhibit B-3	-	Form of Swing Line Note
Exhibit C	-	Form of Assignment and Assumption
Exhibit D	-	Form of Compliance Certificate
Exhibit E-1	-	Form of Opinion of Counsel for the Borrower and the Other Loan Parties
Exhibit E-2	-	Matters to be Covered in the Opinion of Special Gaming Counsel for the Borrower and the Other Loan Parties
Exhibit F	-	Form of Guaranty

-iv-

Exhibit G-1	-	Form of Security Agreement
Exhibit G-2	-	Form of Pledge Agreement
Exhibit G-3	-	Form of Perfection Certificate
Exhibit H	-	Form of Intercompany Note
Exhibit I	-	Form of Intercompany Note Subordination Provisions
Exhibit J	-	Form of Loan Party Accession Agreement
Exhibit K	-	Form of OFAC/Anti-Terrorism Compliance Certificate
Exhibit L	-	Form of Solvency Certificate

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CREDIT AGREEMENT

This Credit Agreement is entered into as of March 10, 2004 and is among GCA HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Holdings and the Borrower have requested the Lenders to provide credit facilities to the Borrower in the aggregate principal amount of up to $280,000,000 for the purposes described herein. The Lenders are willing to make the requested credit facilities available on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. Terms defined in the introductory section hereof have the respective meanings set forth therein. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accession Agreement” means a Loan Party Accession Agreement, substantially in the form of Exhibit J hereto, executed and delivered by an Additional Subsidiary Guarantor after the Closing Date in accordance with Section 6.12(a) or (d).

“Acquired Capital Lease Obligations” means Capital Lease Obligations of a Person (i) existing at the time such Person becomes a Subsidiary of the Borrower or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Capital Lease Obligations incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower or such acquisition, as the case may be.

“Acquired Purchase Money Indebtedness” means Purchase Money Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary of the Borrower or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Purchase Money Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower or such acquisition, as the case may be.

“Additional Collateral Documents” has the meaning set forth in Section 6.12.

“Additional Subsidiary Guarantor” means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12(b).

“Adjusted Eurodollar Rate” means, for the Interest Period for each Eurodollar Loan comprising part of the same Group of Loans, the quotient obtained (rounded upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable Eurodollar Rate for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage.

“Administrative Agent” means Bank of America, in its capacity as administrative agent under any of the Finance Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. As used herein, the term “Control” means (i) with respect to any Person having voting shares or their equivalent and elected directors, managers or Persons performing similar functions, the possession, directly or indirectly, of the power to vote 10% or more of the Equity Interests having ordinary voting power of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or their equivalent, by contract or otherwise. Notwithstanding the foregoing, in no event shall the Bank of America or any of its affiliates be, or be deemed to be, an Affiliate of any Loan Party.

“Agent” means the Administrative Agent or the Collateral Agent and any successors and assigns in such capacity, and “Agents” means both of them.

“Agent-Related Persons” means the Administrative Agent or the Collateral Agent, together with their respective Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agreement” means this Credit Agreement, as amended, modified or supplemented from time to time.

“Anti-Terrorism Laws” means any Laws relating to terrorism or money-laundering, including, without limitation, (i) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, (ii) the U.S. Patriot Act, (iii) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq., (iv) the Bank Secrecy Act, (v) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and (vi) any related rules and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control or any other Governmental Authority, in each case as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

“Applicable Capital Gains Tax Rate” means, (A) with respect to a Tax Year and an Ultimate Member that is an individual, a rate equal to the sum of: (i) the highest marginal federal capital gain tax rate applicable in such Tax Year to an individual who is a citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local capital gain tax rates applicable in such Tax Year to an individual who is a resident of the City of San-Francisco in the State of California, multiplied by a factor equal to 1 minus the highest marginal federal capital gain tax rate described in clause (i) above; and (B) with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the Applicable Ordinary Tax Rate.

“Applicable Ordinary Tax Rate” means, with respect to a Tax Year, a rate equal to the sum of: (i) the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, plus (ii) an amount equal to the sum of the highest marginal state and local ordinary income tax rates applicable in such Tax Year to an individual who is a resident of the City of San Francisco in the State of California, multiplied by a factor equal to 1 minus the

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highest marginal federal income tax rate described in clause (i) above; provided, however, that if the highest marginal federal corporate income tax rate applicable in such Tax Year exceeds the highest marginal federal ordinary income tax rate applicable in such Tax Year to an individual who is a citizen of the United States, then, solely for purposes of determining Permitted Tax Distributions with respect to an Ultimate Member that is a corporation (or is an entity taxable as a corporation) for federal income tax purposes, the rate described in clause (i) above shall be the highest marginal federal corporate income tax rate applicable in such Tax Year.

“Applicable Lending Office” means (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the Borrower as the office by which its Letters of Credit are to be issued and maintained.

“Applicable Margin” means (i) for purposes of calculating (A) the applicable interest rate for any day for any Revolving Loan or any Swing Line Loan or (B) the applicable rate of the Letter of Credit Fee for any day for purposes of Section 2.11(b), the appropriate applicable margin set forth below corresponding to the Leverage Ratio as of the most recent Calculation Date and (ii) for purposes of calculating the applicable interest rate for any day for any Term B Loans, 2.75%, in the case of Eurodollar Loans, and 1.75%, in the case of Base Rate Loans:

REVOLVING LOANS, SWING LINE LOANS AND FEES
Pricing Level	Leverage Ratio	Applicable Margin For Eurodollar Loans		Applicable Margin For Base Rate Loans		Applicable Margin For Standby Letter of Credit Fee
I	³ 4.75 to 1.0	3.00	%	2.00	%	3.00	%
II	< 4.75 to 1.0	2.75	%	1.75	%	2.75	%

Each Applicable Margin for Revolving Loans, Swing Line Loans and Letter of Credit Fees shall be determined and adjusted quarterly on the date (each a “Calculation Date”) five Business Days after the date by which the Borrower is required to provide the consolidated financial information required by Section 6.01(a) or (b) and the Compliance Certificate required by Section 6.02(b) for the fiscal quarter or year of the Borrower most recently ended prior to the Calculation Date; provided, however, that: (i) each initial Applicable Margin for Revolving Loans, Swing Line Loans and Letter of Credit Fees shall be based on Pricing Level I (as shown above) and shall remain at Pricing Level I until the first Calculation Date occurring after the end of the first two fiscal quarters of the Borrower subsequent to the Closing Date and, thereafter, each Applicable Margin with respect to Revolving Loans, Swing Line Loans and Letter of Credit Fees shall be based on the Pricing Level (as shown above) corresponding to the Leverage Ratio as of the last day of the most recently ended fiscal quarter or year of the Borrower preceding the applicable Calculation Date; (ii) if the Borrower fails to provide the consolidated financial information required by Section 6.01(a) or (b) or the Compliance Certificate required by Section 6.02(b) for the most recently ended fiscal quarter or year of the Borrower preceding any applicable Calculation Date, each such Applicable Margin for Revolving Loans, Swing Line Loans and Letter of Credit Fees from such Calculation Date shall be based on Pricing Level I (as shown above)

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until such time as such consolidated financial information and an appropriate officer’s certificate is provided, whereupon each Applicable Margin shall be based on the Pricing Level (as shown above) corresponding to the Leverage Ratio as of the last day of the most recently ended fiscal quarter or year of the Borrower preceding such Calculation Date and (iii) if and for so long as any Default or Event of Default shall have occurred and be continuing, each Applicable Margin for Revolving Loans, Swing Line Loans and Letter of Credit Fees shall be based on Pricing Level I (as shown above). Each Applicable Margin with respect to Revolving Loans, Swing Line Loans and Letter of Credit Fees shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margins shall be applicable to all Loans and Letters of Credit then existing or subsequently made or issued.

“Approved Fund” has the meaning set forth in Section 10.07(g).

“Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

“Asset Disposition” means any sale, lease (including any Sale/Leaseback Transaction, whether or not involving a Capital Lease), transfer or other disposition (including any such transaction effected by way of merger or consolidation and including any sale or other disposition of Equity Interests of a Subsidiary, but excluding any sale or other disposition by way of Casualty or Condemnation) by any Group Company of any asset.

“Assignment and Assumption” means an Assignment and Assumption, substantially in the form of Exhibit C hereto.

“ATMs” has the meaning set forth in Section 7.01(ix).

“Attorney Costs” means and includes all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.

“Attributable Indebtedness” means, at any date (i) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (ii) in respect of any Synthetic Lease Obligation of any Person, the capitalized or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease and (iii) in respect of any Sale/Leaseback Transaction described in Section 7.13, the lesser of (A) the present value, discounted in accordance with GAAP at the debt rate implicit in the related lease, of the obligations of the lessee for rental payments over the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor be extended) and (B) the fair market value of the assets subject to such transaction.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2001, 2002 and 2003, and the related consolidated statements of income or operations, members’ equity and cash flows for such fiscal year of the Borrower and its Consolidated Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Revolving Termination Date, (ii) the date of the termination of the Commitments pursuant to Section 2.10 and (iii) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 2.02.

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“Bank of America” means Bank of America, N.A., a national banking association, and its successors.

“Bank Secrecy Act” means the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970, 31 U.S.C. 1051, et seq., as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

“Base Rate” means, for any day, a rate per annum equal to the higher of (i) the Federal Funds Rate plus ½ of 1% and (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” means Global Cash Access, L.L.C., a Delaware limited liability company, and its successors.

“Borrowing” has the meaning set forth in Section 1.08.

“Business Acquisition” means the acquisition by the Borrower or one or more of its Subsidiaries of Equity Interests of, or all (or any substantial part for which audited financial statements or other financial information satisfactory to the Administrative Agent is available) of the assets or property of, another Person.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of Nevada or the state where the Administrative Agent’s Office is located, except that (i) when used in Section 2.05 with respect to any action taken by or with respect to any L/C Issuer, the term “Business Day” shall not include any day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where such L/C Issuer’s Applicable Lending Office is located, and (ii) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, or the Interest Period for, a Eurodollar Loan, or a notice by the Borrower with respect to any such borrowing, payment, prepayment or Interest Period, such day shall also be a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Lease” of any Person means any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

“Capital Lease Obligations” means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuers and the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuers.

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“Cash Equivalents” means:

(i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than three months from the date of acquisition;

(ii) Dollar-denominated certificates of deposit of (A) any Lender, (B) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Lender”), in each case with maturities of not more than 90 days from the date of acquisition;

(iii) commercial paper and variable or fixed rate notes issued by any Approved Lender (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation not an Affiliate of the Borrower rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within three months of the date of acquisition;

(iv) repurchase agreements with a term of not more than seven days with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower or one or more of its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; and

(v) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (i) through (iv).

“Casualty” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements or from business interruption.

“Casualty Insurance Policy” means any insurance policy maintained by any Group Company covering losses with respect to Casualties.

“Change of Control” means the occurrence of any of the following events:

(i) Prior to a Qualifying IPO, (A) Holdings shall cease to own directly 100% of the Equity Interests of the Borrower, on a fully-diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), (B) M&C International shall cease to own beneficially, directly or indirectly, at least 51% of the Equity Interests of Holdings on a fully-diluted basis as set forth above, (C) the Permitted Investors shall cease to own beneficially, directly or indirectly, at least 51% of the Equity Interests of M&C International on a fully-diluted basis as set forth above or (D) the failure at any time of the Permitted Investors to control, whether through the ownership of

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voting securities, by contract or otherwise, a majority of the seats on the board of directors (or Persons performing similar functions) of Holdings; or

(ii) after a Qualifying IPO, (A) Holdings shall cease to own directly 100% of the Equity Interests of the Borrower on a fully-diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), (B) (x) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (other than M&C International) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 35% or more of the Equity Interests of Holdings on a fully-diluted basis as set forth above, and (y) such Person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the voting power of the Equity Interests of Holdings, calculated on a fully-diluted basis as set forth above, than the percentage of the voting power of the Equity Interests of Holdings having ordinary voting power owned by M&C International or (c) the Permitted Investors shall cease to own beneficially, directly or indirectly, at least 51% of the Equity Interests of M&C International on a fully-diluted basis as set forth above; or

(iii) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the board of directors (or persons performing similar functions) of Holdings together with any new members of such board of directors (A) whose elections by such board of directors or whose nominations for election by the members of Holdings was approved by a vote a majority of the members of such board of directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved or (B) elected by the Equity Investor Group, cease for any reason to constitute a majority of the directors of Holdings still in office; or

(iv) a “change of control” (as defined in the Senior Subordinated Note Indenture) occurs.

“Class” has the meaning set forth in Section 1.08.

“Closing Date” means the date on or after the Effective Date when the first Credit Extension occurs in accordance with Section 4.01.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

“Collateral” means all of the property which is subject or is purported to be subject to the Liens granted by the Collateral Documents.

“Collateral Agent” means Bank of America, in its capacity as collateral agent for the Finance Parties under the Collateral Documents, and its successor or successors in such capacity.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Depositary Bank Agreements, any Additional Collateral Documents, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages required to be delivered

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pursuant to the Finance Documents and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

“Commitment” means (i) with respect to each Lender, its Revolving Commitment and/or Term B Commitment, as and to the extent applicable, (ii) with respect to each L/C Issuer, its L/C Commitment and (iii) with respect to the Swing Line Lender, the Swing Line Commitment, in each case as set forth on Schedule 2.01 or in the applicable Assignment and Assumption as its Commitment of the applicable Class, as any such amount may be increased or decreased from time to time pursuant to this Agreement.

“Commitment Fee” has the meaning set forth in Section 2.11(a).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto.

“Condemnation” means any taking of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“Condemnation Award” means all proceeds of any Condemnation or transfer in lieu thereof.

“Consolidated Adjusted Working Capital” means at any date the excess of (i) Consolidated Current Assets (excluding cash and Cash Equivalents classified as such in accordance with GAAP) over (ii) Consolidated Current Liabilities (excluding the current portion of any Consolidated Funded Indebtedness).

“Consolidated Capital Expenditures” means for any period the aggregate amount of all expenditures (whether paid in cash or other consideration or accrued as a liability) that would, in accordance with GAAP, be included as additions to property, plant and equipment and other capital expenditures of the Borrower and its Consolidated Subsidiaries for such period, as the same are or would be set forth in a consolidated statement of cash flows of the Borrower and its Consolidated Subsidiaries for such period (including the amount of assets leased under any Capital Lease).

“Consolidated Cash Taxes” means for any period the aggregate amount of all taxes of the Borrower and its Consolidated Subsidiaries for such period to the extent the same are paid directly in cash by the Borrower or any Consolidated Subsidiary of Holdings during such period or indirectly in cash by the Borrower during such period through Permitted Tax Distributions; provided that Consolidated Cash Taxes for any period of four fiscal quarters ending on the last day of the first, second or third fiscal quarters of Holdings ending after the Closing Date shall be deemed equal to the product of (i) Consolidated Cash Taxes computed in accordance with the requirements of this definition for such one, two or three quarter period multiplied by (ii) a fraction, the numerator of which is four and the denominator of which is the number of such fiscal quarters ended after the Closing Date.

“Consolidated Current Assets” means at any date the consolidated current assets of the Borrower and its Consolidated Subsidiaries determined as of such date, excluding receivables arising out of the Overnight Settlements but only to the extent reflected on the balance sheet of the Borrower and its Consolidated Subsidiaries.

“Consolidated Current Liabilities” means at any date (i) the consolidated current liabilities of the Borrower and its Consolidated Subsidiaries, excluding liabilities arising out of the

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Overnight Settlements but only to the extent reflected on the balance sheet of the Borrower and its Consolidated Subsidiaries, plus (ii) all Guaranty Obligations of the Borrower or any Consolidated Subsidiary of the Borrower in respect of the current liabilities of any Person (other than the Borrower or a Consolidated Subsidiary of the Borrower), all determined as of such date.

“Consolidated EBITDA” means for any period the sum of (i) Consolidated Net Income for such period (excluding therefrom (x) any extraordinary items of gain or loss and (y) any gain or loss from discontinued operations) plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense, (B) provisions for Federal, state, local and foreign income, value added and similar taxes, if applicable, (C) depreciation, amortization (including, without limitation, amortization of goodwill and other intangible assets), impairment of goodwill and other non-recurring non-cash charges (excluding any such non-cash charge to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period or an accrual of, or a reserve for, cash charges or expenses in any future period) and (D) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses of the Borrower incurred as a result of the Transaction and deducted from net income during the period ending December 31, 2004, all determined in accordance with GAAP minus (iii) any amount which, in the determination of Consolidated Net Income for such period, has been added for (A) interest income and (B) any non-cash income or non-cash gains, all as determined in accordance with GAAP. For purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Leverage Ratio, the Senior Leverage Ratio and the Fixed Charge Coverage Ratio, (a) if during such Reference Period (or in the case of pro-forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) any Group Company shall have made a Permitted Business Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a Pro-Forma Basis, without giving effect to projected or anticipated cost savings and (b) Consolidated EBITDA for the Reference Period ending on each of March 31, 2004, June 30, 2004 and September 30, 2004 shall be increased (without duplication) by the adjustments arising out of the cost-saving initiatives of the Borrower in the applicable amount set forth in the table below for such Reference Period:

Reference Period Ending	Adjustment
March 31, 2004	$	7,500,000
June 30, 2004	$	5,000,000
September 30, 2004	$	2,500,000

“Consolidated Fixed Charges” means, for any period, the sum of (i) Consolidated Interest Expense for such period plus (ii) Consolidated Scheduled Debt Payments for such period plus (iii) Consolidated Cash Taxes for such period.

“Consolidated Funded Indebtedness” means at any date the Funded Indebtedness of the Borrower and its Consolidated Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Indebtedness” means at any date the Indebtedness of the Borrower and its Consolidated Subsidiaries determined on a consolidated basis as of such date.

“Consolidated Interest Expense” means, for any period, the total interest expense, whether paid or accrued and whether or not capitalized, (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments under Capital Leases and the

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implied interest component of Synthetic Leases (regardless of whether accounted for as interest expense under GAAP), fees payable by the Borrower to a Vault Cash Provider pursuant to Article VII (or a successor provision) of the Vault Cash Agreement (regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Swap Obligations constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrower and its Consolidated Subsidiaries), determined on a consolidated basis for such period.

“Consolidated Net Income” means, for any period, the net income (or net loss) after taxes of the Borrower and its Consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of Consolidated Net Income (i) the income (or loss) of any Person in which any other Person (other than the Borrower or any of its Wholly-Owned Consolidated Subsidiaries) has an ownership interest, except to the extent that any such income is actually received in cash by the Borrower or such Wholly-Owned Consolidated Subsidiary in the form of Restricted Payments during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Consolidated Subsidiary of the Borrower or is merged with or into or consolidated with the Borrower or any of its Consolidated Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Consolidated Subsidiaries, except as provided in the definition of “Pro-Forma Basis” herein and (iii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of Restricted Payments or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Consolidated Scheduled Debt Payments” means, for any period, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness (including, without limitation, the principal component of Capital Lease Obligations and Purchase Money Indebtedness paid or payable during such period), but excluding payments due on Revolving Loans and Swing Line Loans during such period; provided that Consolidated Scheduled Debt Payments for any period shall not include voluntary prepayments of Consolidated Funded Indebtedness, mandatory prepayments of the Term B Loans pursuant to Section 2.09(b) or other mandatory prepayments (other than by virtue of scheduled amortization) of Consolidated Funded Indebtedness.

“Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

“Consolidated Total Assets” means at any date the total consolidated assets of the Borrower and its Consolidated Subsidiaries determined as of such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate” in this Section 1.01.

“Credit Exposure” has the meaning set forth in the definition of “Required Lenders” in this Section 1.01.

“Credit Extension” means a Borrowing or the issuance, renewal or extension of a Letter of Credit.

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“Debt Equivalents” of any Person means (i) any Equity Interest of such Person which by its terms (or by the terms of any security for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including an event which would constitute a Change of Control), (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund or otherwise, (B) is convertible into or exchangeable for Indebtedness or Debt Equivalents or (C) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the latest of the Revolving Termination Date or the Term B Maturity Date and (ii) if such Person is a Subsidiary of the Borrower, any Preferred Stock of such Person.

“Debt Issuance” means the issuance by any Group Company of any Indebtedness.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means at any time any Lender that, within one Business Day of when due, (i) has failed to make a Loan or purchase a Participation Interest in a Swing Line Loan or an L/C Obligation required pursuant to the terms of this Agreement, (ii) other than as set forth in clause (i) above, has failed to pay to any Agent or any Lender an amount owed by such Lender pursuant to the terms of the Agreement or any other Finance Document unless such amount is subject to a good faith dispute or (iii) has been deemed insolvent or has become subject to a receivership or insolvency event.

“Depositary Bank Agreement” means an agreement between a Loan Party and any bank or other depositary institution, substantially in the form of Exhibit D to the Security Agreement, as the same may be amended, modified or supplemented from time to time.

“Disregarded Entity” means an entity described in clause (a)(ii) of the definition of Flow-Through Entity.

“Dollars” and the sign “$” mean lawful money of the United States of America.

“Domestic Subsidiary” means with respect to any Person each Subsidiary of such Person that is organized under the laws of the United States or any political subdivision or any territory thereof, and “Domestic Subsidiaries” means any two or more of them.

“Effective Date” means the date this Agreement becomes effective in accordance with Section 10.21.

“Eligible Assignee” has the meaning set forth in Section 10.07(g).

“Employee Benefit Arrangements” means in any jurisdiction the benefit schemes or arrangements in respect of any employees or past employees operated by any Group Company or in which any Group Company participates and which provide benefits on retirement, ill-health, injury, death or voluntary withdrawal from or termination of employment, including termination indemnity payments and life assurance and post-retirement medical benefits.

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“Engagement Letter” means the letter agreement dated January 27, 2004 among Banc of America Securities LLC, Bank of America, N.A. and M&C International.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Group Company directly or indirectly resulting from or based on (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (iii) exposure to any Hazardous Material, (iv) the release or threatened release of any Hazardous Material into the environment or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Equivalents” means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

“Equity Interests” means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person, but excluding any debt securities convertible into such Equity Interests.

“Equity Issuance” means (i) any sale or issuance by any Group Company to any Person other than Holdings or a Wholly-Owned Subsidiary of Holdings of any Equity Interests or any Equity Equivalents (other than any such Equity Equivalents that constitute Indebtedness) and (ii) the receipt by any Group Company of any cash capital contributions, whether or not paid in connection with any issuance of Equity Interests of any Group Company, from any Person other than Holdings or a Wholly-Owned Subsidiary of Holdings.

“Equity Investor Group” means M&C International and one or more other investors reasonably acceptable to the Arranger.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any rule or regulation issued thereunder.

“ERISA Affiliate” means each business or entity which is a member of a “controlled group of corporations”, under “common control” or an “affiliated service group” with a Group Company within the meaning of Section 414(b), (c) or (m) of the Code, or required to be aggregated with a Group Company under Section 414(o) of the Code or is under “common control” with a Group Company, within the meaning of Section 4001(a)(14) of ERISA.

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“ERISA Event” means:

(i) a reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event;

(ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of any Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days;

(iii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Plan (whether or not waived in accordance with Section 412(d) of the Code), the application for a minimum funding waiver under Section 303 of ERISA with respect to any Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan;

(iv) the incurrence of any material liability (or the reasonable expectation thereof) by a Group Company or any ERISA Affiliate as the result of the violation of any provision of Title I of ERISA or Section 4975 of the Code or pursuant to Title IV of ERISA relating to employee benefit plans (as defined in Section 3 of ERISA), or the occurrence or existence of any event, transaction or condition that could reasonably be expected to result in the incurrence of any such liability by a Group Company or any ERISA Affiliate, or in the imposition of any lien on any of the rights, properties or assets of a Group Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or Section 4975 of the Code or to Section 401(a)(29) or 412 of the Code;

(v) the provision by the administrator of any Plan pursuant to Section 4041(a)(2) of ERISA of a notice (or the reasonable expectation of such provision of notice) of intent to terminate such Plan in a distress termination described in Section 4041(c) of ERISA, the institution by the PBGC of proceedings to terminate any Plan or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan;

(vi) the withdrawal of a Group Company or ERISA Affiliate in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by a Group Company or ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;

(vii) the imposition of liability (or the reasonable expectation thereof) on a Group Company or ERISA Affiliate pursuant to Section 4062, 4063, 4064 or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

(viii) the assertion of a material claim (other than routine claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against a Group Company or ERISA Affiliate in connection with any Plan;

(ix) the receipt from the United States Internal Revenue Service of notice of the failure of any Plan (or any other Employee Benefit Arrangement intended to be qualified

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under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Plan to qualify for exemption from taxation under Section 501(a) of the Code; or

(x) the establishment or amendment by a Group Company or ERISA Affiliate of any Welfare Plan that provides post-employment welfare benefits in a manner that would materially increase the liability of a Group Company.

“Eurodollar Loan” means at any date a Loan which bears interest at a Eurodollar Rate.

“Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Loan:

(i) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or

(ii) if the rate referred to in clause (i) above does not appear on such page or service or such page or service not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate or such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. two Business Days prior to the first day of such Interest Period; or

(iii) if the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upwards to the next 1/16th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America, N.A. and with a term equivalent to such Interest Period as would be offered by Bank of America, N.A.’s London branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 P.M. (London time) two Business Days prior to the first day of such Interest Period.

“Eurodollar Reserve Percentage” means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion Dollars in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents), whether or not a Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for prorations, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning set forth in Section 8.01.

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“Excess Cash Flow” means for any period an amount equal to (i) Consolidated EBITDA for such period plus (ii) all cash non-recurring and extraordinary gains, if any, during such period (whether or not accrued in such period), all business interruption insurance proceeds, if any, and (without duplication) cash gains attributable to Asset Dispositions out of the ordinary course of business, if any, of the Borrower and its Consolidated Subsidiaries during such period to the extent not otherwise included in Consolidated EBITDA for such period and not required to be utilized in connection with a repayment or prepayment of the Loans made or to be made pursuant to Section 2.09(b)(iii), plus (iii) (x) the net decrease, if any, in Consolidated Adjusted Working Capital less (y) the decrease, if any, in the principal amount of Revolving Loans and Swing Line Loans, in each case from the first day to the last day of such period, minus (iv) the amount, if any, which, in the determination of Consolidated Net Income for such period, has been included in respect of income or gain from Asset Dispositions of the Borrower and its Consolidated Subsidiaries to the extent utilized or repay or prepay Loans pursuant to Section 2.09(b)(iii), minus (v) the aggregate amount of Consolidated Capital Expenditures during such period (net of the amount of Capital Lease Obligations and Purchase Money Indebtedness (excluding Loans) incurred by the Borrower or any Subsidiary to finance any such Capital Expenditures), minus (vi) Consolidated Interest Expense actually paid in cash by the Borrower and its Consolidated Subsidiaries during such period, minus (vii) Consolidated Cash Taxes (including Permitted Tax Distributions) actually paid during such period, minus (viii) Consolidated Scheduled Debt Payments actually paid by the Borrower and its Consolidated Subsidiaries during such period, minus (ix) optional prepayments of the Term B Loans during such period minus (x) to the extent not included in clause (iv) above, repayments or prepayments of the Revolving Loans and Swing Line Loans to the extent the Revolving Commitments and the Swing Line Commitment are permanently reduced at the time of such payment, minus (xi) the net increase, if any, in Consolidated Adjusted Working Capital less (y) the net increase, if any, in the principal amount of Revolving Loans and Swing Line Loans, in each case from the first day to the last day of such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Asset Disposition” means an Asset Disposition permitted pursuant to any one or more of clauses (i) through (vii) of Section 7.05.

“Excluded Equity Issuance” means (i) any issuance by any Subsidiary of the Borrower of its Equity Interests to the Borrower or any other Wholly-Owned Domestic Subsidiary of the Borrower, (ii) the receipt by any Wholly-Owned Subsidiary of the Borrower of a capital contribution from the Borrower or a Subsidiary of the Borrower and (iii) any issuance by Holdings of its Equity Interests to Bank of America or one or more of its affiliates.

“Extraordinary Receipts” means tax refunds received as a rebate or refund relating to any federal or state income taxes paid, indemnity payments or proceeds received under any business interruption or casualty insurance policy in respect of a covered loss thereunder, any reduction after the Closing Date of the cash consideration paid to the Seller under the Recapitalization Agreement (including as a result of any indemnity payment by the Seller to Holdings or the Borrower), any other payments under the Recapitalization Agreement or other agreements for the Transaction, pension reversions resulting from any surplus assets of any Pension Plan, certain insurance proceeds and other payment amounts not received or expected in the ordinary course of business.

“Failed Loan” has the meaning set forth in Section 2.03(e).

“Federal Funds Rate” means for any day the rate per annum (rounded upward, if necessary, to a whole multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds

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brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) quoted to Bank of America, N.A. on such day on such transactions as determined by the Administrative Agent.

“Finance Document” means each Senior Finance Document and each Swap Agreement between one or more Loan Parties and a Swap Creditor entered into in accordance with Section 7.01(v), and “Finance Documents” means all of them, collectively.

“Finance Obligations” means, at any date, (i) all Senior Obligations and (ii) all Swap Obligations of a Loan Party owed or owing to any Swap Creditor under one or more Finance Documents.

“Finance Party” means each Lender, the Swing Line Lender, each L/C Issuer, each Swap Creditor, each Agent and each Indemnitee and their respective successors and assigns, and “Finance Parties” means any two or more of them, collectively.

“Fixed Charge Coverage Ratio” means, for any period, the ratio of (i) Consolidated EBITDA less the aggregate amount of Consolidated Capital Expenditures for such period (exclusive of the portion thereof financed with Capital Leases or Purchase Money Indebtedness (exclusive of Loans) permitted by Section 7.01(iii) incurred during such period) to (ii) Consolidated Fixed Charges for such period.

“Flow-Through Entity” means an entity that (a) for federal income tax purposes (i) constitutes a “partnership” (within the meaning of Section 7701(a)(2) of the Code), other than a publicly traded partnership treated as a corporation under Section 7704 of the Code or (ii) constitutes a business entity that is disregarded as an entity separate from its single beneficial owner under the Code, Treasury Regulations or any published administrative guidance of the Internal Revenue Service (each of the entities described in (i) or (ii), a “Federal Flow-Through Entity”), and (b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made to Ultimate Members that are individuals, i.e., the State of California and the City of San Francisco, is subject to treatment on a basis substantially similar to a Federal Flow-Through Entity under the applicable state and local income tax laws.

“Foreign Lender” has the meaning set forth in Section 10.15(a)(i).

“Foreign Subsidiary” means with respect to any Person any Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

“Fund” has the meaning set forth in Section 10.07(g).

“Funded Indebtedness” means, with respect to any Person and without duplication, (i) all Indebtedness of such Person of the types referred to in clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (xi) of the definition of “Indebtedness” in this Section 1.01, (ii) all Indebtedness of others of the type referred to in clause (i) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not the obligations secured thereby have been assumed by such Person, (iii) all Guaranty Obligations of such Person with respect to Indebtedness of others of the type referred to in clause (i) above and (iv) all Indebtedness of the type referred to in clause (i) above of any other Person (including any Partnership in which such Person is a general partner and any

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unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under any applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person shall not be liable therefor.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Gaming Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter in existence, or any officer or official thereof, with authority to regulate any gaming-related operations of the Borrower or any of its Subsidiaries.

“GameCash Litigation” means an action commenced in April of 2003 against the Borrower and First Data Corporation in the District Court of the State of Minnesota (Hennepin County) by Game Finance Corporation and its ultimate parent, Viad Corporation, alleging breach of a confidentiality agreement between Viad Corporation and First Data Corporation, interference with contract relations and interference with prospective economic advantage arising from a competitive bidding situation in which a gaming establishment entered into a contract with the Borrower rather than Game Finance Corporation.

“Gaming License” means any license, permit, franchise or other authorization from any Gaming Authority necessary on the date of this Agreement or at any time thereafter to own, lease or operate the assets of or otherwise conduct the business of the Borrower or any of its Subsidiaries.

“Gaming Contract” means any contract, undertaking, agreement, instrument or other arrangement, whether written or oral.

“GCA Finance” means Global Cash Access Finance Corporation, a Delaware corporation and a Wholly-Owned Domestic Subsidiary of the Borrower, and its successors.

“Government Acts” has the meaning set forth in Section 2.05(p)(i).

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Company” means any of Holdings, the Borrower or their respective Subsidiaries (regardless of whether or not consolidated with Holdings or the Borrower for purposes of GAAP), and “Group Companies” means all of them, collectively.

“Group of Loans” means at any time a group of Loans consisting of (i) all Loans which are Base Rate Loans at such time or (ii) all Loans which are Eurodollar Loans having the same Interest Period at such time; provided that, if a Loan of any particular Lender is converted to or made as a Base

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Rate Loan pursuant to Article III, such Loan shall be included in the same Group or Group of Loans from time to time as it would have been had it not been so converted or made.

“Guaranty” means the Guaranty, substantially in the form of Exhibit F hereto, dated as of the Closing Date among Holdings, the Subsidiary Guarantors and the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“Guaranty Obligation” means, with respect to any Person, without duplication, any obligation (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guarantying, intended to guaranty, or having the economic effect of guarantying, any Indebtedness or other obligation of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (i) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of such indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness or other obligation of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or other obligation or (iv) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness or other obligation in respect of which such Guaranty Obligation is made.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environment Law.

“Holdings” means GCA Holdings, L.L.C., a Delaware limited liability company, and its successors.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations, other than intercompany items, of such Person to pay the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business and due within six months of the incurrence thereof), (v) the Attributable Indebtedness of such Person in respect of Capital Lease Obligations and Synthetic Lease Obligations (regardless of whether accounted for as indebtedness under GAAP), (vi) all obligations of such Person to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property, (vii) all non-contingent obligations (and, for purposes of Section 7.01 and Section 8.01(e), all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, bankers’ acceptance or similar instrument, (viii) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not such obligation is assumed by such Person, (ix) all Guaranty Obligations of such Person, (x) all Debt Equivalents of such Person (xi) all

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Swap Obligations of such Person (determined at their then respective Swap Termination Values) and (xii) the Indebtedness of any other Person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such person shall not be liable therefor.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Intellectual Property” has the meaning set forth in the Security Agreement.

“Intellectual Property Licenses” has the meaning set forth in Section 4.01(v).

“Insurance Proceeds” means all insurance proceeds (other than business interruption insurance proceeds), damages, awards, claims and rights of action with respect to any Casualty.

“Intercompany Note” means a promissory note contemplated by Section 7.06(a)(ix) or (x), substantially in the form of Exhibit H hereto, and “Intercompany Notes” means any two or more of them.

“Interest Payment Date” means (i) as to Base Rate Loans, the last Business Day of each fiscal quarter of the Borrower and the Maturity Date for Loans of the applicable Class and (ii) as to Eurodollar Loans, the last day of each applicable Interest Period and the Maturity Date for Loans of the applicable Class, and in addition where the applicable Interest Period for a Eurodollar Loan is greater than three months, then also the date three months from the beginning of the Interest Period and each three months thereafter.

“Interest Period” means with respect to each Eurodollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable Notice of Extension/Conversion and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable notice; provided that:

(i) any Interest Period which would otherwise end on a day which is not a Business Day shall, subject to clause (v) below, be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii) no Interest Period in respect of Term B Loans may be selected which extends beyond a Principal Amortization Payment Date for such Loans unless, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term B Loans which are comprised of Base Rate Loans together with such Term B Loans comprised of Eurodollar Loans with Interest Periods expiring on or prior to such Principal Amortization Payment Date are at least equal to the aggregate principal amount of Term B Loans due on such date;

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(iv) no Interest Period may be elected at any time when a Default or an Event of Default is then in existence; and

(v) no Interest Period shall be elected which would end after the Maturity Date for Loans of the applicable Class.

“Investment” in any Person means (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, time deposits or other securities of such Person, (ii) any deposit with, or advance, loan or other extension of credit to or for the benefit of such Person (other than deposits made in connection with the purchase of equipment or inventory in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including by way of Guaranty Obligations of any obligation of such Person, any support for a letter of credit issued on behalf of such Person incurred for the benefit of such Person or in the case of any Subsidiary of the Borrower, any release, cancellation, compromise or forgiveness in whole or in part of any Indebtedness owing by such Person.

“Law” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Cash Collateral Account” has the meaning set forth in the Security Agreement.

“L/C Commitment” means the commitment of one or more L/C Issuers to issue Letters of Credit in an aggregate face amount at any one time outstanding (together with the amounts of any unreimbursed drawings thereon) of up to the L/C Sublimit.

“L/C Disbursement” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“L/C Documents” means, with respect to any Letter of Credit, the related Letter of Credit Request, any application therefor and any other agreements, instruments, Guaranties or other documents (whether general in application or applicable only to such Letter of Credit) entered into by the L/C Issuer and the Borrower or any of its Subsidiaries in favor of the L/C Issuer and relating to any such Letter of Credit or governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

“L/C Issuer” means (i) Bank of America, in its capacity as issuer of Letters of Credit under Section 2.05(a), and its successor or successors in such capacity and (ii) any other Lender which the Borrower shall have designated as an “L/C Issuer” by notice to the Administrative Agent.

“L/C Obligations” means, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all L/C Disbursements not yet reimbursed by the Borrower as provided in Section 2.05(f) to the applicable L/C Issuers in respect of drawings under Letters of Credit, including any portion of any such obligation to which a Lender has become subrogated pursuant to Section 2.05(g). For purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby

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Practices, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Sublimit” means an amount equal to $10,000,000. The L/C Sublimit is a part of, and not in addition to, the Revolving Committed Amount.

“Leaseholds” means with respect to any Person all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” means each bank or other lending institution listed on Schedule 2.01, each Eligible Assignee that becomes a Lender pursuant to Section 10.07(b) and their respective successors and shall include, as the context may require, the Swing Line Lender in such capacity and each L/C Issuer in such capacity.

“Letter of Credit” means a Standby Letter of Credit or a Trade Letter of Credit, and “Letters of Credit” means any combination of the foregoing.

“Letter of Credit Fee” has the meaning set forth in Section 2.11(b).

“Letter of Credit Request” has the meaning set forth in Section 2.05(b).

“Leverage Ratio” means on any day the ratio of (i) Consolidated Indebtedness as of such date to (ii) Consolidated EBITDA for the four consecutive fiscal quarters of Holdings ended on, or most recently preceding, such day.

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable, chattel paper, payment intangibles or promissory notes.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Holdings, dated as of March 10, 2004, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof and of this Agreement.

“Loan” means a Revolving Loan, a Term B Loan or a Swing Line Loan (or a portion of any Revolving Loans, Term B Loans or Swing Line Loans), individually or collectively as appropriate; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Extension/Conversion, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Loan Party” means each of Holdings, the Borrower and each Subsidiary Guarantor, and “Loan Parties” means any combination of the foregoing.

“M&C International” means M&C International, Inc., a Nevada corporation, and its successors.

“Margin Stock” means “margin stock” as such term is defined in Regulation U.

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“Material Adverse Effect” means (i) any material adverse effect upon the operations, business, properties or condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole, (ii) a material adverse effect on the ability of a Loan Party to consummate the transactions contemplated hereby to occur on the Closing Date, (iii) a material impairment of the ability of any Loan Party to perform any of its obligations under any Finance Document to which it is a party or (iv) a material impairment of the rights and benefits of the Lenders under any Finance Document.

“Maturity Date” means (i) as to Revolving Loans and Swing Line Loans, the Revolving Termination Date and (ii) as to Term B Loans, the Term B Maturity Date.

“Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, each Person that is a direct member of Holdings

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Net Cash Proceeds” means:

(i) with respect to any Asset Disposition, Casualty or Condemnation, (A) the gross amount of cash proceeds (including Insurance Proceeds and Condemnation Awards in the case of any Casualty or Condemnation, except to the extent and for so long as such Insurance Proceeds or Condemnation Awards constitute Reinvestment Funds or unless such Insurance Proceeds or Condemnation Awards are to be used for repair, restoration or replacement pursuant to plans approved by the Required Lenders, which consent shall not be unreasonably withheld) actually paid to or actually received by any Group Company in respect of such Asset Disposition, Casualty or Condemnation (including any cash proceeds received as income or other proceeds of any non-cash proceeds of any Asset Disposition, Casualty or Condemnation as and when received), less (B) the sum of (w) the amount, if any, of all taxes (other than income taxes) and all income taxes or Permitted Tax Distributions (as estimated in good faith by a senior financial or senior accounting officer of the Borrower in accordance with the provisions of Section 7.07(iii) giving effect to the overall tax position of Holdings and its Subsidiaries) (to the extent that the amount of such taxes or Permitted Tax Distributions shall have been set aside for the purpose of paying such taxes or Permitted Tax Distributions when due), and customary fees, brokerage fees, commissions, costs and other expenses (other than those payable to any Group Company or Affiliates) that are incurred in connection with such Asset Disposition, Casualty or Condemnation and are payable by the seller or the transferor of the assets or property to which such Asset Disposition, Casualty or Condemnation relates, but only to the extent not already deducted in arriving at the amount referred to in clause (i)(A) above, (x) appropriate amounts that must be set aside as a reserve in accordance with GAAP against any liabilities associated with such Asset Disposition, Casualty or Condemnation, (y) if applicable, the amount of any Indebtedness secured by a Permitted Lien that has been repaid or refinanced in accordance with its terms with the proceeds of such Asset Disposition, Casualty or Condemnation, and (z) any payments to be made by any Group Company as agreed between such Group Company and the purchaser of any assets subject to an Asset Disposition, Casualty or Condemnation in connection therewith; and

(ii) with respect to any Equity Issuance or Debt Issuance, the gross amount of cash proceeds paid to or received by any Group Company in respect of such Equity Issuance or

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Debt Issuance as the case may be (including cash proceeds subsequently as and when received at any time in respect of such Equity Issuance or Debt Issuance from non-cash consideration initially received or otherwise), net of underwriting discounts and commissions or placement fees, investment banking fees, legal fees, consulting fees, accounting fees and other customary fees and expenses directly incurred by any Group Company in connection therewith (other than those payable to any Group Company or any Affiliate of any Group Company).

“Net Capital Gain” means, with respect to any Tax Year, the sum of (i) any net capital gain (i.e., net long-term capital gain over net short-term capital loss) and (ii) any dividend income that is treated as net capital gain under Section 1(h)(11) of the Code or for California income tax purposes, of the Borrower that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Ordinary Income” means, with respect to any Tax Year, the excess of (A) all items of taxable income or gain (other than capital gain and, for purposes of determining Permitted Tax Distributions with respect to Ultimate Members that are individuals, any dividend income that is treated as net capital gain under Section 1(h)(11) of the Code or for California income tax purposes) of the Borrower that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year over (B) all items of taxable deduction or loss (other than capital loss) of the Borrower that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

“Net Short Term Capital Gain” means, with respect to any Tax Year, any net short-term capital gain (i.e., net short-term capital gain in excess of net long-term capital loss) of the Borrower that is allocated (or otherwise flows through) to the Ultimate Members for tax purposes for such Tax Year.

“Note” means a Revolving Note, a Term B Note or a Swing Line Note, and “Notes” means any combination of the foregoing.

“Notice of Borrowing” means a request by the Borrower for a Borrowing, substantially in the form of Exhibit A-1 hereto.

“Notice of Extension/Conversion” has the meaning set forth in Section 2.07(a).

“Operating Lease” means, as applied to any Person, a lease (including leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

“Organization Documents” means, (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Overnight Settlement” means a settlement by a Loan Party with a credit or debit card association, an ATM network or a provider of money order instruments, as the case may be, of an ATM

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withdrawal by, or a cash advance (whether through the disbursement of cash or issuance of a negotiable instrument, as the case may be, by such Loan Party) to, a patron of a gaming establishment; provided that such settlement is made (i) in the ordinary course of such Loan Party’s business consistent with past practices and (ii) within not more than three Business Days following such ATM withdrawal or such cash advance is made.

“Participation Interest” means a Credit Extension by a Lender by way of a purchase of a participation interest in Letters of Credit or L/C Obligations as provided in Section 2.05(d), in Swing Line Loans as provided in Section 2.01(c)(vi) or in any Loans as provided in Section 2.13.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any entity succeeding to any or all of its functions under ERISA.

“Perfection Certificate” means with respect to any Loan Party a certificate, substantially in the form of Exhibit G-3 to this Agreement, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of the Collateral Agent and duly executed by the chief executive officer and the chief legal officer of such Loan Party.

“Permit” means any license, permit, franchise, right or privilege, certificate of authority or order, or any waiver of the foregoing, issued or issuable by any Governmental Authority.

“Permitted Business Acquisition” means a Business Acquisition; provided that:

(i) the Equity Interests or property or assets acquired in such acquisition relate to a line of business similar to the business of the Borrower or any of its Subsidiaries (other than GCA Finance) engaged in on the Closing Date;

(ii) the representations and warranties made by the Loan Parties in each Finance Document shall be true and correct in all material respects at and as of the date of such acquisition (as if made on such date after giving effect to such acquisition), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date);

(iii) the Administrative Agent shall have received all items in respect of the Equity Interests or property or assets acquired in such acquisition (and/or the seller thereof) required to be delivered by Section 6.12;

(iv) in the case of an acquisition of the Equity Interests of another Person, (A) except in the case of the incorporation of a new Subsidiary, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and (B) the Equity Interests acquired shall constitute at least a majority of the total Equity Interests of the issuer thereof;

(v) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition, and the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that, upon giving effect to such acquisition on a Pro-Forma Basis (with pro-forma adjustments satisfactory to the Administrative Agent), (A) the Borrower shall be in compliance with all of the financial covenants set forth in Section 7.18 hereof as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such

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acquisition and with respect to which the Administrative Agent has received the consolidated financial information required under Sections 6.01(a) and (b) and the Compliance Certificate required by Section 6.02(b) and (B) the Leverage Ratio as of the last day of such period shall not exceed 4.75 to 1.0;

(vi) the liabilities (determined in accordance with GAAP but in any event including contingent obligations) acquired by the Borrower and its Subsidiaries on a consolidated basis in such acquisition and the Indebtedness issued by the Borrower and its Subsidiaries on a consolidated basis from such acquisition shall not exceed in the aggregate 20% of the purchase price paid for the related Equity Interests or assets;

(vii) after giving effect to such acquisition, the Revolving Committed Amount shall be at least $10,000,000 greater than the total Revolving Outstandings; and

(viii) the aggregate consideration (including cash, earn-out payments, assumption of indebtedness and non-cash consideration) for all such acquisitions occurring after the Closing Date shall, when taken together with the aggregate amount of all Investments theretofor made since the Closing Date pursuant to Section 7.06(a)(ix), not exceed (x)$25,000,000 or (y) if, upon giving effect to such acquisition on a Pro-Forma Basis (with pro-forma adjustments satisfactory to the Administrative Agent), the Leverage Ratio as of as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Administrative Agent has received the consolidated financial information required under Sections 6.01(a) and (b) does not exceed 3.75 to 1.0, $40,000,000.

“Permitted C-Corp Reorganization” means a transaction resulting in the Borrower or any of its Subsidiaries becoming a subchapter “C” corporation under the Code; provided that in connection with any such transaction (i) the resulting entity will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and, in the case of the Borrower, such Person expressly assumes all of the Finance Obligations pursuant to the documentation satisfactory to the Administrative Agent and becomes the Borrower for all purposes under this Agreement or under any other Finance Document; (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (iii) the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Loan Parties to be in compliance with the terms of Section 6.12 after giving effect to such transaction; (iv) the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that, upon giving effect on a Pro-Forma Basis to such transaction, the Loan Parties will be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the Compliance Certificate required by Section 6.02(b); (v) such transaction would not result in the loss, suspension or material impairment of any Gaming License of the Borrower or any of its Subsidiaries unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; (vi) such transaction would not require any Lender to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdictions; (vii) prior to such transaction, the Borrower shall have delivered to the Administrative Agent an opinion of independent counsel in the United States stating that (A) the Lenders will not recognize income, gain or loss for federal income tax purposes as a result of such transaction and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred, and (B) the Borrower will not recognize income,

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gain or loss for federal and state income (and franchise) tax purposes as a result of such transaction; and (viii) at the time of the transaction, the Borrower shall have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, an officers’ certificate and an opinion of counsel, each to the effect that such transaction and the supplemental indenture in respect thereof comply with this Agreement and that all conditions precedent therein provided for relating to such transaction have been complied with.

“Permitted Investors” means Karim Maskatiya, Robert Cucinotta and one or more trusts, the sole beneficiaries of which, or corporations or partnerships, the sole stockholders or partners of which, are Karim Maskatiya, Robert Cucinotta or their respective spouses, parents, immediate family members or descendants.

“Permitted Liens” has the meaning set forth in Section 7.02.

“Permitted Tax Distribution” means, with respect to each Tax Year, a distribution of cash to Holdings (for distribution to the Members and Ultimate Members) in an amount equal to (A) the sum of (x) the product of Net Ordinary Income and the Applicable Ordinary Tax Rate, (y) the product of Net Capital Gain and the Applicable Capital Gains Tax Rate, and (z) the product of Net Short-Term Capital Gain and the Applicable Ordinary Tax Rate, minus (B) the sum of the Tax Loss Amount and Tax Credits. For purposes of calculating the amount of Permitted Tax Distributions (including the Tax Loss Amount and Tax Credits), (i) any elections made by Holdings, the Borrower or any Subsidiary of the Borrower under Section 754 of the Code shall be taken into account, (ii) the proportionate part of the items of taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of any Subsidiary of the Borrower that is a Flow-Through Entity (but only for such periods in which such Subsidiary is a Flow-Through Entity) shall be included in determining the taxable income, gain (including capital gain), deduction, loss (including capital loss) and credits of the Borrower, and (iii) notwithstanding the immediately preceding clause (ii), any income or gain (including capital gain) arising from a Permitted C-Corp Reorganization or a merger of the Borrower with an Affiliate for purposes of reincorporating the Borrower in another jurisdiction to realize tax benefits, shall not be taken into account.

Payments of estimated amounts of Permitted Tax Distributions as are reasonably necessary to enable the Ultimate Members to satisfy their respective liabilities to make estimated tax payments under applicable tax laws may be made within fifteen days following March 31, May 31, August 31, and December 31 of each calendar year (each, an “Estimated Tax Distribution Date”). The determination of the estimated amounts of Permitted Tax Distributions to be paid on the Estimated Tax Distribution Dates shall be based upon a reasonable estimate of the excess of (x) the Permitted Tax Distributions that would be payable for the period beginning on January l of such calendar year and ending on March 31, May 31, August 31, and December 31, respectively, of such calendar year if such period were a taxable year (computed as provided above) over (y) payments of estimated amounts of Permitted Tax Distributions made with respect to all prior periods during such calendar year.

The amount of the Permitted Tax Distributions for a Tax Year shall be re-computed promptly after (i) the filing by Holdings, the Borrower and each Subsidiary of the Borrower that is treated as a Flow-Through Entity of their respective annual income tax returns (if any) and (ii) an appropriate federal, state or local taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss (including capital gain or loss) or credits of or attributable to the Borrower or any such Subsidiary that is treated as a Flow-Through Entity for such Tax Year or the aggregate Tax Loss Amount carried forward to such Tax Year should be changed or adjusted (including by reason of a final determination that the Borrower or such Subsidiary was not a Flow-Through Entity) (each of clauses (i) and (ii), a “Tax Calculation Event”). Promptly after a Tax Calculation Event, the Borrower shall cause a

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nationally recognized accounting firm to deliver promptly to the Trustee a memorandum by such accounting firm (the “Accountant’s Memorandum”) (a) showing the computation of the Permitted Tax Distributions with respect to the relevant Tax Year, (b) certifying that such computation has been made in accordance with the definition of Permitted Tax Distributions and in a manner consistent with the reporting and treatment of the Borrower’s (including each such Subsidiary’s) items of income, gain, loss, deduction and credit for such Tax Year on Holdings’ and the Borrower’s respective federal, California and San Francisco income tax returns for such Tax Year (if any) and (c) showing the aggregate amount of Permitted Tax Distributions previously distributed to Holdings with respect to such Tax Year and the amount of any Tax Distribution Overage or Tax Distribution Shortfall (each as defined below). To the extent that the estimated amount of Permitted Tax Distributions previously paid with respect to any Tax Year are either greater than (a “Tax Distribution Overage”) or less than (a “Tax Distribution Shortfall”) the Permitted Tax Distributions with respect to such Tax Year, as determined by reference to the computation of the amount of the items of income, gain, deduction, loss and credits of the Borrower and each such Subsidiary and (if applicable) the aggregate Tax Loss Amount carried forward to such Tax Year as shown in the Accountant’s Memorandum in connection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the Estimated Tax Distribution Date immediately following such Tax Calculation Event shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall. To the extent that a Tax Distribution Overage remains after the Estimated Tax Distribution Date immediately following such Tax Calculation Event, the amount of the estimated Permitted Tax Distributions that may be paid on the subsequent Estimated Tax Distribution Date shall be reduced to the extent of such Tax Distribution Overage.

Prior to paying any Permitted Tax Distributions, the Borrower shall require Holdings, each Member and each Ultimate Member to agree in writing that promptly after the second Estimated Tax Distribution Date following a Tax Calculation Event, each Member and Ultimate Member shall (without duplication) reimburse to Holdings an amount in cash equal to such Member’s or Ultimate Member’s pro rata share (based on the portion of Permitted Tax Distributions paid to such Member and Ultimate Member for the Tax Year) of any remaining Tax Distribution Overage, and Holdings shall reimburse to the Borrower an amount in cash equal to any such remaining Tax Distribution Overage.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code maintained by or contributed to by any Group Company or any ERISA Affiliate.

“Pledge Agreement” means the Pledge Agreement, substantially in the form of Exhibit G-2 hereto, dated as of the date hereof among Holdings, the Borrower, the Subsidiary Guarantors and the Collateral Agent, as the same may be amended, supplemented or modified from time to time.

“Pledged Collateral” has the meaning set forth in the Pledge Agreement.

“Pre-Commitment Information” means, taken as an entirety, (i) information contained in the Preliminary Offering Memorandum dated February 21, 2004 with respect to the Senior Subordinated Notes and (ii) any other written information in respect of the Borrower, any Subsidiary of the Borrower or the Recapitalization provided to any Agent or Lender by or on behalf of M & C International, Holdings or the Borrower prior to the Closing Date.

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“Preferred Stock” means, as applied to the Equity Interests of a Person, Equity Interests of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Equity Interests of any other class of such Person.

“Principal Amortization Payment” means a scheduled principal payment on the Term B Loans pursuant to Section 2.08(b).

“Principal Amortization Payment Date” means (i) the last day of each calendar quarter (or, if such day is not a Business Day, the next succeeding Business Day), commencing with the first such date occurring at least three months after the Closing Date and ending on the Term B Maturity Date and (ii) the Term B Maturity Date.

“Pro-Forma Basis” means, for purposes of calculating compliance of any transaction with any provision hereof, that the transaction in question shall be deemed to have occurred as of the first day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the financial information for the Borrower and its Consolidated Subsidiaries required under Section 6.01(a) or (b), as applicable, and the Compliance Certificate required by Section 6.02(b) for such period. As used in this definition, “transaction” means (i) any incurrence or assumption by a Group Company of Indebtedness under Section 7.01(viii), (ii) any merger or consolidation referred to in Section 7.04(iv), (iii) any Permitted Business Acquisition referred to in Section 7.06(a)(xii) or in clause (iv) of the definition of “Permitted Business Acquisition” set forth in Section 1.01 or (iv) any computation of Consolidated EBITDA under the circumstances contemplated by the second sentence of the definition thereof. In connection with any calculation of the financial covenants set forth in Section 7.18 upon giving effect to a transaction on a “Pro-Forma Basis,” (i) any Indebtedness incurred by the Borrower or any of its Subsidiaries in connection with such transaction (or any other transaction which occurred during the relevant four fiscal quarter period) shall be deemed to have been incurred as of the first day of the relevant four fiscal-quarter period, (ii) if such Indebtedness has a floating or formula rate, then the rate of interest for such Indebtedness for the applicable period for purposes of the calculations contemplated by this definition shall be determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of such calculations and (iii) income statement items (whether positive or negative) attributable to all property acquired in such transaction or to the Investment comprising such transaction, as applicable, shall be included as if such transaction has occurred as of the first day of the relevant four-fiscal-quarter period, without giving effect to cost savings.

“Pro-Forma Compliance Certificate” means a certificate of the chief financial officer or chief accounting officer of the Borrower delivered to the Administrative Agent in connection with any “transaction” as defined in the definition of “Pro-Forma Basis” above and containing reasonably detailed calculations (with pro-forma adjustments reasonably satisfactory to the Administrative Agent), upon giving effect to the applicable transaction on a Pro-Forma Basis, of the Fixed Charge Coverage Ratio, the Leverage Ratio and the Senior Leverage Ratio as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of the applicable transaction and with respect to which the Administrative Agent shall have received the consolidated financial information for the Borrower and its Consolidated Subsidiaries required under Section 6.01(a) or (b), as applicable, and the Compliance Certificate required by Section 6.02(b) for such period.

“Purchase Money Indebtedness” means Indebtedness of the Borrower or any of its Subsidiaries incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Borrower or such Subsidiary;

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provided that such Indebtedness is incurred within 90 days after such property is acquired or, in the case of improvements, constructed.

“Qualifying IPO” means an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8 (or any successor form)) of the common Equity Interests of Holdings (i) pursuant to an effective registration statement filed with the United States Securities and Exchange Commission in accordance with the Securities Act (whether alone or in conjunction with a secondary public offering) and (ii) resulting in gross proceeds of at least $100,000,000.

“QuikPlay” means QuikPlay, LLC, a Delaware limited liability company, and its successors.

“Real Property” means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Recapitalization” means the transactions contemplated by the Recapitalization Agreement.

“Recapitalization Agreement” means Recapitalization Agreement dated as of December 10, 2003, as amended by the Amendments to the Recapitalization Agreement dated as of January 20, 2004, February 20, 2004 and March 3, 2004, in each case, among M & C International, the Borrower, the Seller and its Subsidiaries, as the same may be further amended, modified or supplemented from time to time in accordance with the provisions thereof and of this Agreement.

“Recapitalization Distribution” has the meaning set forth in Section 4.01(g).

“Recapitalization Documents” means the Recapitalization Agreement, including all exhibits and schedules thereto, and all other agreements, documents and instruments relating to the Redemption and Recapitalization Distribution, in each case as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof and of this Agreement.

“Redemption” has the meaning set forth in Section 4.01(g).

“Refunded Swing Line Loan” has the meaning set forth in Section 2.01(c)(iii).

“Register” has the meaning set forth in Section 10.07(c).

“Regulation T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as amended, or any successor regulation.

“Reinvestment Funds” means, with respect to any Insurance Proceeds or any Condemnation Award, that portion of such funds as shall, according to a certificate of the senior financial officer of the Borrower delivered to the Administrative Agent within 10 days after the occurrence of the Casualty or Condemnation giving rise thereto (and in any case prior to the receipt thereof by any Group Company), be reinvested in the repair, restoration or replacement of the properties that were the subject of such Casualty or Condemnation; provided that (i) the aggregate amount of such proceeds with respect to any such event or series of related events shall not exceed $3,000,000 without the prior written consent of the Required Lenders, such consent not to be unreasonably withheld, (ii) such certificate shall be accompanied by evidence reasonably satisfactory to the Administrative Agent that any property subject to such Casualty or Condemnation has been or will be substantially repaired, restored or replaced to its condition immediately prior to such Casualty or Condemnation, (iii) pending such reinvestment, the entire

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amount of such proceeds shall be deposited in an account (referring to the name of the Borrower) with the Collateral Agent for the benefit of the Finance Parties, over which the Collateral Agent shall have sole control and exclusive right of withdrawal (which may include the Reinvestment Funds Account established under the Security Agreement), (iv) from and after the date of delivery of such certificate, the Borrower or one or more of its Subsidiaries shall diligently proceed, in a commercially reasonable manner, to complete the repair, restoration or replacement of the properties that were the subject of such Casualty or Condemnation as described in such certificate and (v) no Default or Event of Default shall have occurred and be continuing; and provided, further, that, if any of the foregoing conditions shall cease to be satisfied at any time, such funds shall no longer be deemed Reinvestment Funds and such funds shall immediately be applied to prepayment of the Loans in accordance with Section 2.09(b).

“Replacement Date” has the meaning set forth in Section 2.10(d).

“Required Lenders” means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of the Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders such Lender and the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Credit Exposure” as applied to each Lender shall mean (i) at any time prior to the termination of the Commitments, the sum of (A) the Revolving Commitment Percentage of such Lender multiplied by the Revolving Committed Amount plus (B) the Term B Commitment Percentage of such Lender multiplied by the aggregate principal amount of the Term B Loans outstanding at such time, and (ii) at any time after the termination of the Commitments, the sum of (A) the principal balance of the outstanding Loans of such Lender plus (B) such Lender’s Participation Interests in all L/C Obligations and Swing Line Loans.

“Required Revolving Lenders” means Lenders whose aggregate Revolving Credit Exposure (as hereinafter defined) constitutes more than 50% of the Revolving Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Revolving Lenders such Lender and the aggregate principal amount of Revolving Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term “Revolving Credit Exposure” as applied to each Lender shall mean (i) at any time prior to the termination of the Revolving Commitments, the Revolving Commitment Percentage of such Lender multiplied by the Revolving Committed Amount, and (ii) at any time after the termination of the Revolving Commitments, the sum of (A) the principal balance of the outstanding Revolving Loans of such Lender plus (B) such Lender’s Participation Interests in all L/C Obligations and Swing Line Loans.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property), direct or indirect, on account of any class of Equity Interests or Equity Equivalents of any Group Company, now or hereafter outstanding, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, termination or similar payment, purchase or other acquisition for value, direct or indirect, of any class of Equity Interests or Equity Equivalents of any Group Company, now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any class of Equity Interests or Equity

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Equivalents of any Group Company, now or hereafter outstanding and (iv) any loan, advance, tax sharing payment or indemnification payment to, or investment in, any Affiliate of Holdings (other than Subsidiaries of Holdings).

“Revolving Borrowing” means a Borrowing comprised of Revolving Loans and identified as such in the Notice of Borrowing with respect thereto.

“Revolving Commitment” means, with respect to any Lender, the commitment of such Lender, in an aggregate principal amount at any time outstanding of up to such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (i) to make Revolving Loans in accordance with the provisions of Section 2.01(a) and (ii) to purchase Participation Interests in Swing Line Loans in accordance with the provisions of Section 2.01(c) and (iii) to purchase Participation Interests in Letters of Credit in accordance with the provisions of Section 2.05(d).

“Revolving Commitment Percentage” means, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Revolving Commitment Percentage on Schedule 2.01 hereto, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 10.07(b).

“Revolving Committed Amount” means $20,000,000 or such lesser amount to which the Revolving Committed Amount may be reduced pursuant to Section 2.10.

“Revolving Credit Exposure” has the meaning set forth in the definition of “Required Revolving Lenders” in this Section 1.01.

“Revolving Lender” means each Lender identified in Schedule 2.01 as having a Revolving Commitment and each Eligible Assignee which acquires a Revolving Commitment or Revolving Loan pursuant to Section 10.07(b) and their respective successors.

“Revolving Loan” means a Loan made under Section 2.01(a).

“Revolving Note” means a promissory note, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay outstanding Revolving Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“Revolving Outstandings” means at any date the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans plus the aggregate outstanding amount of all L/C Obligations.

“Revolving Termination Date” means the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the next preceding Business Day) or such later date to which the Revolving Termination Date may have been extended pursuant to Section 2.07 or such earlier date upon which the Revolving Commitments shall have been terminated in their entirety in accordance with this Agreement.

“Sale/Leaseback Transaction” means any direct or indirect arrangement or agreement with any Person providing for the leasing to Holdings or any of its Subsidiaries of any property, whether owned by Holdings or any of its Subsidiaries as of the Closing Date or later acquired, which has been or is to be sold or transferred by Holdings or any of its Subsidiaries to such Person or to any other Person from whom funds have been, or are to be, advanced by such Person on the security of such property.

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“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York corporation, and its successor or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Section 7.06(a)(ix) Amount” means (x) $15,000,000, if upon giving effect to the making of an Investment pursuant to Section 7.06(a)(ix), the Leverage Ratio as of as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such Investment and with respect to which the Administrative Agent has received the consolidated financial information required under Sections 6.01(a) and (b) does not exceed 4.75 to 1.0, and otherwise (y) $10,000,000.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” means the Security Agreement, substantially in the form of Exhibit G-1 hereto, dated as of the date hereof among Holdings, the Borrower, the Subsidiary Guarantors and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“Seller” means FDFS Holdings, LLC, a Delaware limited liability company and its successors.

“Senior Finance Documents” means this Agreement, the Notes, the Guaranty, the Collateral Documents, each Perfection Certificate, the Intercompany Notes and each L/C Document, collectively, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto, in each case as the same may be amended, modified or supplemented from time to time.

“Senior Leverage Ratio” means on any date the ratio of (i) Consolidated Indebtedness (exclusive of Subordinated Indebtedness) as of such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings ending on, or most recently preceding, such date.

“Senior Obligations” means, without duplication:

(i) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim in any such proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, this Agreement or any other Senior Finance Document;

(ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Senior Finance Document;

(iii) all expenses of the Agents as to which one or more of the Agents have a right to reimbursement under Section 10.04 of this Agreement or under any other similar provision of any other Senior Finance Document, including, without limitation, any and all sums

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advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral;

(iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 10.05 of this Agreement or under any other similar provision of any other Senior Finance Document; and

(v) in the case of Holdings and each Subsidiary Guarantor, all amounts now or hereafter payable by Holdings or such Subsidiary Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, Holdings or such Subsidiary Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of Holdings or such Subsidiary Guarantor pursuant to this Agreement, the Guaranty or any other Senior Finance Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

“Senior Subordinated Note” means any one of the 8¾% senior subordinated notes due 2012 issued by the Borrower and GCA Finance in favor of the Senior Subordinated Noteholders pursuant to the Senior Subordinated Note Indenture, as such Senior Subordinated Notes may be amended, modified or supplemented from time to time in accordance with the limitations set forth herein, and “Senior Subordinated Notes” means any two or more of them, collectively.

“Senior Subordinated Note Documents” means the Senior Subordinated Note Indenture, the Purchase Agreement among the Borrower and the initial Senior Subordinated Noteholders, in each case including all exhibits and schedules thereto, and all other agreements, documents and instruments relating to the Senior Subordinated Notes, in each case as the same may be amended, modified or supplemented form time to time in accordance with the provisions thereof and of this Agreement.

“Senior Subordinated Note Indenture” means the Indenture dated as of the Closing Date between the Borrower and The Bank of New York, a national banking association, as trustee, as such Senior Subordinated Note Indenture may be amended, modified or supplemented from time to time.

“Senior Subordinated Noteholder” means any one of the holders from time to time of the Senior Subordinated Notes.

“Solvent” means, with respect to any Person as of a particular date, that on such date (i) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (ii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (iii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (iv) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (v) the aggregate fair saleable value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for the assets in question within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions) of the assets of such Person will exceed its debts and other liabilities (including contingent, subordinated, unmatured and unliquidated debts and liabilities). For purposes of this definition, “debt” means any

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liability on a claim, and “claim” means (i) a right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (ii) a right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right is an equitable remedy, is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

“SPC” has the meaning set forth in Section 10.07(h).

“Standby Letter of Credit” has the meaning set forth in Section 2.05(a).

“Subordinated Indebtedness” of any Person means (i) the Senior Subordinated Notes and (ii) all other Indebtedness which (A) by its terms is not required to be repaid, in whole or in part, before the first anniversary of the latest of the Revolving Termination Date and the Term B Maturity Date, (B) is subordinated in right of payment to such Person’s indebtedness, obligations and liabilities to the Lenders under the Finance Documents pursuant to payment and subordination provisions satisfactory in form and substance to the Administrative Agent and (C) is issued pursuant to credit documents having (x) covenants that are reasonably satisfactory in form and substance to the Administrative Agent and (y) subordination provisions and events of default that are satisfactory in form and substance to the Administrative Agent but, in any event in the case of the foregoing clauses (x) and (y), that in no event are less favorable, including with respect to rights of acceleration, to such Person than the terms hereof.

“Subsidiary” means with respect to any Person any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, more than 50% of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or business entity other than a corporation, more than 50% of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have more than 50% ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated more than 50% of partnership, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, association or other business entity. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor” means each Subsidiary of Holdings on the Closing Date (other than a Foreign Subsidiary and other than QuikPlay) and each Subsidiary of Holdings (other than a Foreign Subsidiary, except to the extent otherwise provided in Section 6.12(d)) that becomes a party to the Guaranty after the Closing Date by execution of an Accession Agreement, and “Subsidiary Guarantors” means any two or more of them.

“Swap Agreement” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and

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(ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Creditor” means any Lender or any Affiliate of any Lender from time to time party to one or more Swap Agreements with a Loan Party (even if any such Lender for any reason ceases after the execution of such agreement to be a Lender hereunder), and its successors and assigns, and “Swap Creditors” means any two or more of them, collectively.

“Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Agreement, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law.

“Swap Termination Value” means, at any date and in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreements relating to such Swap Agreements, (i) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include any Lender).

“Swing Line Commitment” means the agreement of the Swing Line Lender to make Loans pursuant to Section 2.01(c). The Swing Line Commitment is a part of, and not in addition to, the Revolving Committed Amount.

“Swing Line Committed Amount” means $5,000,000, as such Swing Line Committed Amount may be reduced pursuant to Section 2.10.

“Swing Line Lender” means Bank of America, N.A., in its capacity as the Swing Line Lender under Section 2.01(c), and its successor or successors in such capacity.

“Swing Line Loan” means a Base Rate Loan made by the Swing Line Lender pursuant to Section 2.01(c), and “Swing Line Loans” means any two or more of such Base Rate Loans.

“Swing Line Loan Request” has the meaning set forth in Section 2.02(b).

“Swing Line Note” means a promissory note, substantially in the form of Exhibit B-3 hereto, evidencing the obligation of the Borrower to repay outstanding Swing Line Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“Swing Line Termination Date” means the earlier of (i) the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the next preceding Business Day) or such earlier date upon which the Revolving Commitments shall have been terminated in their entirety in accordance with this Agreement and (ii) the date on which the Swing Line Commitment is terminated in its entirety in accordance with this Agreement.

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“Syndication Date” means the earlier of (i) the date which is 5 days after the Closing Date and (ii) the date on which the Administrative Agent determines in its sole discretion (and notifies the Borrower) that the primary syndication (and the resulting addition of Lenders pursuant to Section 10.07(b)) has been completed.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such person (without regard to accounting treatment).

“Taxes” has the meaning set forth in Section 3.01(a).

“Tax Credits” means, with respect to any Tax Year, items of credit of the Borrower that are allocated (or otherwise flow through) to the Ultimate Members for tax purposes for such Tax Year.

“Tax Loss Amount” means, with respect to any Tax Year, the amount by which Permitted Tax Distributions would be reduced were a net operating loss or net capital loss of or attributable to the Borrower that was allocated (or otherwise flowed through) to the Ultimate Members for tax purposes in a prior Tax Year, carried forward to such Tax Year and treated as if it were actually incurred by the Borrower in such Tax Year; provided, however, that, for such purposes, the amount of any such net operating loss or net capital loss shall be utilized only once and in each case shall be carried forward to the next succeeding Tax Year until so utilized.

“Tax Year” has the meaning set forth in Section 7.07(iii)(B).

“Term B Borrowing” means a Borrowing comprised of Term B Loans and identified as such in the Notice of Borrowing with respect thereto.

“Term B Commitment” means, with respect to any Lender, the commitment of such Lender to make a Term B Loan on the Closing Date in a principal amount equal to such Lender’s Term B Commitment Percentage of the Term B Committed Amount.

“Term B Commitment Percentage” means, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Term B Commitment Percentage on Schedule 2.01, as such percentage may be (i) reduced pursuant to Section 2.10(b) and (ii) modified in connection with any assignment made in accordance with the provisions of Section 10.07(b).

“Term B Committed Amount” means $260,000,000.

“Term B Eurodollar Loan” has the meaning set forth in Section 1.08.

“Term B Lender” means each Lender identified on Schedule 2.01 as having a Term B Commitment and each Eligible Assignee which acquires a Term B Loan pursuant to Section 10.07(b) and their respective successors.

“Term B Loan” means a Loan made under Section 2.01(b).

“Term B Maturity Date” means the sixth anniversary of the Closing Date (or if such day is not a Business Day, the next preceding Business Day).

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“Term B Note” means a promissory note, substantially in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to repay outstanding Term B Loans, as such note may be amended, modified or supplemented from time to time.

“Threshold Amount” means $5,000,000.

“Trade Letter of Credit” has the meaning set forth in Section 2.05(a).

“Transaction” means the events contemplated by the Transaction Documents.

“Transaction Documents” means the Senior Subordinated Note Documents, the Recapitalization Documents and the Finance Documents, collectively, and “Transaction Document” means any one of them.

“Type” has the meaning set forth in Section 1.08.

“Unfunded Liabilities” means with respect to each Plan, the amount (if any) by which the present value of all nonforfeitable benefits under each Plan exceeds the current value of such Plan’s assets allocable to such benefits, all determined in accordance with the respective most recent valuations for such Plan using applicable PBGC plan termination actuarial assumptions (the terms “present value” and “current value” shall have the same meanings specified in Section 3 of ERISA).

“Ultimate Member” means, with respect to each Tax Year in which Holdings qualifies as a Flow-Through Entity, (i) a Member that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Borrower and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Member for tax purposes, and (ii) a Person (other than a Member) that is subject to tax on a net income basis on the items of taxable income, gain, deduction and loss of the Borrower and its Subsidiaries that are Flow-Through Entities that are allocated (or otherwise flow through) to such Person for tax purposes.

“United States” means the United States of America, including each of the States and the District of Columbia, but excluding its territories and possessions.

“U.S. Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

“Unused Revolving Commitment Amount” means, for any period, the amount by which (i) the then applicable Revolving Committed Amount exceeds (ii) the daily average sum for such period of (A) the aggregate principal amount of all outstanding Revolving Loans plus (B) the aggregate amount of all outstanding L/C Obligations. For the avoidance of doubt, no deduction shall be made on account of outstanding Swing Line Loans in calculating the Unused Revolving Commitment Amount.

“Vault Cash Agreement” means the Vault Cash Custody Agreement, dated as of November 17, 2003, by and between the Borrower and Wells Fargo Bank, National Association, and its bank Affiliates listed on Exhibit A of such Vault Cash Agreement, as such Vault Cash Agreement may be amended, modified or supplemented from time to time. The term “Vault Cash Agreement” shall include a substitute facility (such as a line of credit) with a Vault Cash Provider, which may replace the Vault Cash Agreement pursuant to Section XI.2.a. of the Vault Cash Agreement and any successor vault cash custody agreement acceptable to the Administrative Agent with the same or another Vault Cash Provider.

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“Vault Cash Provider” means Wells Fargo, National Association, any of its bank Affiliates listed on Exhibit A of the Vault Cash Agreement or another banking institution acceptable to the Administrative Agent, in each case, as a provider of vault cash under the Vault Cash Agreement or other person under a bailment arrangement acceptable to the Administrative Agent.

“Welfare Plan” means a “welfare plan” as such term is defined in Section 3(1) of ERISA.

“Wholly-Owned Subsidiary” means, with respect to any Person at any date, any Subsidiary of such Person all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by such Person.

Section 1.02 Other Interpretative Provisions. With reference to this Agreement and each other Finance Document, unless otherwise specified herein or in such other Finance Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Finance Document shall refer to such Finance Document as a whole and not to any particular provision thereof. Article, Section, Exhibit and Schedule references are to the Finance Document in which such reference appears. The term “including” is by way of example and not limitation. The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

(d) Section headings herein and in the other Finance Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Finance Document.

Section 1.03 Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the Borrower to the Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 6.01 (or, prior to the delivery of the first financial statements pursuant to Section 6.01, consistent with the financial statements described in Section 5.05(a)); provided, however, if (i) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (ii) either the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made, and the

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Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before and after giving effect to such change in GAAP; and provided, further, that all calculations made for the purposes of the definition of “Excess Cash Flow” set forth in Section 1.01 and of determining compliance with the covenants set forth in Section 7.14 and Section 7.18 shall be made as if QuikPlay were not a Consolidated Subsidiary of the Borrower.

Section 1.04 Annualization; Rounding. If any determination hereunder is required by the terms hereof to be made for a period of four consecutive fiscal quarters at a time at which fewer than four full fiscal quarters have elapsed since the Closing Date, such determination shall (except as otherwise expressly provided herein) be made for the period elapsed from the Closing Date through the most recent fiscal quarter then ended (annualized on a simple arithmetic basis, if such determination is to be used in a ratio with a balance sheet item). Any financial ratios required to be maintained by any Group Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (i) references to Organization Documents, agreements (including the Finance Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Finance Document; and (ii) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

Section 1.07 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Request therefor, whether or not such maximum face amount is in effect at such time.

Section 1.08 Classes and Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders made to the Borrower pursuant to Article II on the same date, all of which Loans are of the same Class and Type (subject to Article III) and, except in the case of Base Rate Loans, have the same initial Interest Period. Loans hereunder are distinguished by “Class” and “Type.” The “Class” of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of such Loans) refers to whether such Loan is a Revolving Loan or a Term B Loan. The “Type” of a Loan refers to whether such Loan is a Eurodollar Loan or a Base Rate Loan. Identification of a Loan (or a Borrowing) by both Class and Type (e.g., a “Term B Eurodollar Loan”) indicates that such Loan is a Loan of both such Class and such Type (e.g., both a Term B Loan and a Eurodollar Loan) or that such Borrowing is comprised of such Loans.

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ARTICLE II

THE CREDIT FACILITIES

Section 2.01 Commitments to Lend.

(a) Revolving Loans. Each Revolving Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Borrower pursuant to this Section 2.01(a) from time to time during the Availability Period in amounts such that its Revolving Outstandings shall not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding Revolving Loans plus its (other than the Swing Line Lender’s in its capacity as such) Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each Revolving Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).

(b) Term B Loans. Each Term B Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Term B Loan to the Borrower on the Closing Date in a principal amount not exceeding its Term B Commitment. The Term B Borrowing may be made from the several Term B Lenders ratably in proportion to their respective Term B Commitments. The Term B Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Term B Maturity Date may not be reborrowed.

(c) Swing Line Loans.

(i) The Swing Line Lender agrees, on the terms and subject to the conditions set forth herein and in the other Finance Documents, to make a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swing Line Loans to the Borrower in Dollars (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with regard to each Lender individually (other than the Swing Line Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swing Line Loans shall be made and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date. Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole or in part, to refund any prior Swing Line Borrowing.

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(ii) The principal amount of all Swing Line Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Swing Line Loan (which maturity date shall not be more than ten Business Days from the date of advance thereof); (B) the Swing Line Termination Date, (C) the occurrence of any proceeding with respect to the Borrower under any Debtor Relief Law or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02.

(iii) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, and shall at any time Swing Line Loans in an amount of $1,000,000 or more shall have been outstanding for more than seven days, on one Business Day’s notice, require each Revolving Lender, including the Swing Line Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date notice is given.

(iv) In the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment Percentage of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swing Line Lender the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swing Line Lender, are not sufficient to repay in full such Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13.

(v) A copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swing Line Loans.

(vi) If as a result of any proceeding under any Debtor Relief Law, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing Line Loans in an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from

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the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount equal to its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s Participation Interest as provided in this Section 2.01(c)(vi), the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans.

(vii) Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swing Line Loans pursuant to clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swing Line Lender, the Borrower, Holdings or any other Loan Party, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such Swing Line Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement or any other Finance Document by the Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid Participation Interest for all purposes of the Finance Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the Participation Interest in Swing Line Loans that such Lender failed to purchase pursuant to this Section 2.01(c)(vii) until such amount has been purchased (as a result of such assignment or otherwise).

Section 2.02 Notice of Borrowings.

(a) Borrowings Other Than Swing Line Loans. Except in the case of Swing Line Loans, the Borrower shall give the Administrative Agent a Notice of Borrowing not later than 10:00 A.M. on (i) the Business Day immediately preceding each Base Rate Borrowing and (ii) the third Business Day before each Eurodollar Borrowing, specifying:

(A) the date of such Borrowing, which shall be a Business Day;

(B) the aggregate amount of such Borrowing;

(C) the Class and initial Type of the Loans comprising such Borrowing; and

(D) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period and to Section 2.06(a).

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If the duration of the initial Interest Period is not specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an initial Interest Period of one month, subject to the provisions of the definition of Interest Period and to Section 2.06(a).

(b) Swing Line Borrowings. The Borrower shall request a Swing Line Loan by written notice (or telephone notice promptly confirmed in writing) substantially in the form of Exhibit A-4 hereto (a “Swing Line Loan Request”) to the Swing Line Lender and the Administrative Agent not later than 12:00 P.M. on the Business Day of the requested Swing Line Loan. Each such notice shall be irrevocable and shall specify (i) that a Swing Line Loan is requested, (ii) the date of the requested Swing Line Loan (which shall be a Business Day) and (iii) the principal amount of the Swing Line Loan requested. Each Swing Line Loan shall be made as a Base Rate Loan and, subject to Section 2.01(c)(ii), shall have such maturity date as agreed to by the Swing Line Lender and the Borrower upon receipt by the Swing Line Lender of the Swing Line Loan Request from the Borrower.

Section 2.03 Notice to Lenders; Funding of Loans.

(a) Notice to Lenders. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of such Lender’s ratable share (if any) of the Borrowing referred to therein, and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

(b) Funding of Loans.

(i) Not later than 12:00 P.M. on the date of each Borrowing (other than a Swing Line Borrowing), each Lender participating therein shall make available its share of such Borrowing, in Federal or other immediately available funds, to the Administrative Agent at the Administrative Agent’s Office. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent shall make the funds so received available to the Borrower not later than 2:00 P.M. on the date of such Borrowing (other than a Swing Line Borrowing) in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower or, if a Borrowing shall not occur on such date because any condition precedent herein shall not have been met, promptly return the amounts received from the Lenders in like funds, without interest.

(ii) Not later than 3:00 P.M. on the date of each Swing Line Borrowing, the Swing Line Lender shall, unless the Administrative Agent shall have notified the Swing Line Lender that any applicable condition specified in Article IV has not been satisfied, make available the amount of such Swing Line Borrowing, in Federal or other immediately available funds, to the Borrower at the Swing Line Lender’s address referred to in Section 10.02.

(c) Funding by the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (except in the case of a Base Rate Borrowing, in which case prior to the time of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.03, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to

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repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06, in the case of the Borrower, and (ii) the Federal Funds Rate, in the case of such Lender. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to purchase Participation Interests in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make a Loan required to be made by it as part of any Borrowing hereunder or to fund any Participation Interest shall not relieve any other Lender of its obligation, if any, hereunder to make any Loan on the date of such Borrowing or fund any such Participation Interest, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such date of Borrowing or fund its Participation Interest.

(e) Failed Loans. If any Lender shall fail to make any Loan (a “Failed Loan”) which such Lender is otherwise obligated hereunder to make to the Borrower on the date of Borrowing thereof, and the Administrative Agent shall not have received notice from the Borrower or such Lender that any condition precedent to the making of the Failed Loan has not been satisfied, then, until such Lender shall have made or be deemed to have made (pursuant to the last sentence of this subsection (e)) the Failed Loan in full or the Administrative Agent shall have received notice from the Borrower or such Lender that any condition precedent to the making of the Failed Loan was not satisfied at the time the Failed Loan was to have been made, whenever the Administrative Agent shall receive any amount from the Borrower for the account of such Lender, (i) the amount so received (up to the amount of such Failed Loan) will, upon receipt by the Administrative Agent, be deemed to have been paid to the Lender in satisfaction of the obligation for which paid, without actual disbursement of such amount to the Lender, (ii) the Lender will be deemed to have made the same amount available to the Administrative Agent for disbursement as a Loan to the Borrower (up to the amount of such Failed Loan) and (iii) the Administrative Agent will disburse such amount (up to the amount of the Failed Loan) to the Borrower or, if the Administrative Agent has previously made such amount available to the Borrower on behalf of such Lender pursuant to the provisions hereof, reimburse itself (up to the amount of the amount made available to the Borrower); provided, however, that the Administrative Agent shall have no obligation to disburse any such amount to the Borrower or otherwise apply it or deem it applied as provided herein unless the Administrative Agent shall have determined in its sole discretion that to so disburse such amount will not violate any law, rule, regulation or requirement applicable to the Administrative Agent. Upon any such disbursement by the Administrative Agent, such Lender shall be deemed to have made a Base Rate Loan of the same Class as the Failed Loan to the Borrower in satisfaction, to the extent thereof, of such Lender’s obligation to make the Failed Loan.

Section 2.04 Evidence of Loans.

(a) Lender Accounts. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b) Administrative Agent Records. The Administrative Agent shall maintain the Register, in which it will record (i) the amount of each Loan made hereunder, the Class and Type of each Loan made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the

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amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c) Evidence of Indebtedness. The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.04 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(d) Notes. Notwithstanding any other provision of this Agreement, if any Lender shall request and receive a Note or Notes as provided in Section 10.07 or otherwise, then the Loans of such Lender shall be evidenced by a single Revolving Note or Term B Note, as applicable, in each case, substantially in the form of Exhibit B-1 or B-2, as applicable, payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Lender’s Revolving or Term B Loans, as applicable. If requested by the Swing Line Lender, the Swing Line Loans shall be evidenced by a single Swing Line Note, substantially in the form of Exhibit B-3, payable to the order of the Swing Line Lender in an amount equal to the aggregate unpaid principal amount of the Swing Line Loans.

(e) Notes for Loans of Different Types. Each Lender may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular Type be evidenced by separate Notes in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit B-1, B-2 or B-3 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to such Lender’s “Note” of a particular Class shall be deemed to refer to and include any or all of such Notes, as the context may require.

(f) Note Endorsements. Each Lender having one or more Notes shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding Loan evidenced thereby; provided that the failure of any Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any such Note. Each Lender is hereby irrevocably authorized by the Borrower so to endorse each of its Notes and to attach to and make a part of each of its Notes a continuation of any such schedule as and when required.

Section 2.05 Letters of Credit.

(a) Letters of Credit. Subject to the terms and conditions set forth herein, each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to issue Letters of Credit from time to time before the 30th day prior to the Revolving Termination Date for the account, and upon the request, of the Borrower and in support of (i) trade obligations of the Borrower and/or its Subsidiaries, which shall be payable at sight in Dollars (each such letter of credit, a “Trade Letter of Credit” and, collectively, the “Trade Letters of Credit”) and (ii) such other obligations of the Borrower that are acceptable to the Revolving Lenders (each such letter of credit, a “Standby Letter of Credit” and, collectively, the “Standby Letters of Credit”); provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of the Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C

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Obligations plus its (other than the Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount.

(b) Method of Issuance of Letters of Credit. The Borrower shall give the applicable L/C Issuer notice (with a copy to the Administrative Agent) substantially in the form of Exhibit A-3 hereto (a “Letter of Credit Request”) of the requested issuance or amendment of a Letter of Credit prior to 11:00 A.M. at least two Business Days before the proposed date of the issuance or amendment of Trade Letters of Credit (which shall be a Business Day) and at least three Business Days before the proposed date of issuance or extension of Standby Letters of Credit (which shall be a Business Day) (or such shorter period as may be agreed by the applicable L/C Issuer in any particular instance). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the L/C Issuer: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the L/C Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the L/C Issuer may require. If requested by the applicable L/C Issuer, the Borrower shall also submit a letter of credit application or such L/C Issuer’s standard form in connection with any request for a letter of credit. The extension or renewal of any Letter of Credit shall be deemed to be an issuance of such Letter of Credit. No Letter of Credit shall have a term of more than one year or shall have a term extending or be extendible beyond the fifth Business Day before the Revolving Termination Date.

Promptly after receipt of any Letter of Credit Request, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions thereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.

Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Conditions to Issuance of Letters of Credit. The issuance by an L/C Issuer of each Letter of Credit shall, in addition to the conditions precedent set forth in Section 4.02, be subject to the conditions precedent that (i) such Letter of Credit shall be satisfactory in form and substance to the applicable L/C Issuer, (ii) the Borrower shall have executed and delivered such other instruments and agreements relating to such Letter of Credit as the L/C Issuer shall have reasonably requested, (iii) the L/C Issuer shall have confirmed with the Administrative Agent on the date of (and after giving effect to) such issuance that (A) the aggregate amount of all L/C Obligations will not exceed the L/C Committed Amount and (B) the aggregate Revolving Outstandings will not exceed the aggregate amount of the Revolving Commitments and (iv) the L/C Issuer shall not have been notified by the Administrative Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on the date such Letter of Credit is to

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be issued. Notwithstanding any other provision of this Section 2.05, no L/C Issuer shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having a force of Law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it; or (ii) the issuance of such Letter of Credit shall violate any applicable general policies of such L/C Issuer.

(d) Purchase and Sale of Letter of Credit Participations. Upon the issuance by an L/C Issuer of an Letter of Credit, such L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such L/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related L/C Obligations in the proportion its Revolving Commitment Percentage bears to the Revolving Committed Amount (although any fronting fee payable under Section 2.11 shall be payable directly to the Administrative Agent for the account of the applicable L/C Issuer, and the Lenders (other than such L/C Issuer) shall have no right to receive any portion of any such fronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 10.07, there shall be an automatic adjustment to the Participation Interests in all outstanding Letters of Credit and all L/C Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

(e) Drawings under Letters of Credit. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall determine in accordance with the terms of such Letter of Credit whether such drawing should be honored. If the L/C Issuer determines that any such drawing shall be honored, such L/C Issuer shall make available to such beneficiary in accordance with the terms of such Letter of Credit the amount of the drawing and shall notify the Borrower and the Administrative Agent as to the amount to be paid as a result of such drawing and the payment date.

(f) Reimbursement Obligations. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each L/C Issuer for any amounts paid by such L/C Issuer upon any drawing under any Letter of Credit, together with any and all reasonable charges and expenses which the L/C Issuer may pay or incur relative to such drawing and interest on the amount drawn at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 1:00 P.M. on the date the L/C Issuer notifies the Borrower of such drawing, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day if such notice if given after 10:00 A.M. on such date. In addition, the Borrower agrees to pay to the L/C Issuer interest, payable on demand, on any and all amounts not paid by the Borrower to the L/C Issuer when due under this subsection (f), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, utilize the Swing Line Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the L/C Issuer, for the

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reimbursement of all L/C Disbursements as required by this subsection (f). Each reimbursement payment to be made by the Borrower pursuant to this subsection (f) shall be made to the L/C Issuer in Federal or other funds immediately available to it at its address referred to in Section 10.02.

(g) Obligations of Revolving Lenders to Reimburse L/C Issuer for Unpaid L/C Disbursements. If the Borrower shall not have reimbursed an L/C Issuer in full for any L/C Disbursement as required pursuant to subsection (f) of this Section 2.05, the L/C Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Lender (other than the relevant L/C Issuer), and each such Revolving Lender shall promptly and unconditionally pay to the Administrative Agent, for the account of such L/C Issuer, such Revolving Lender’s pro-rata share of such unreimbursed L/C Disbursement (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Committed Amount) in Dollars in Federal or other immediately available funds. Such payment from the Revolving Lender shall be due (i) at or before 1:00 P.M. on the date the Administrative Agent so notifies a Revolving Lender, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Revolving Lender at the Federal Funds Rate for such day (which funds the Administrative Agent shall promptly remit to the applicable L/C Issuer). The failure of any Revolving Lender to make available to the Administrative Agent for the account of an L/C Issuer its pro-rata share of any unreimbursed L/C Disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Administrative Agent for the account of such L/C Issuer its pro-rata share of any payment made under any Letter of Credit on the date required, as specified above, but no such Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of the L/C Issuer such other Lender’s pro-rata share of any such payment. Upon payment in full of all amounts payable by a Lender under this subsection (g), such Lender shall be subrogated to the rights of the L/C Issuer against the Borrower to the extent of such Lender’s pro-rata share of the related L/C Obligation so paid (including interest accrued thereon). If any Revolving Lender fails to pay any amount required to be paid by it pursuant to this subsection (g) on the date on which such payment is due, interest shall accrue on such Lender’s obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Lender makes such payment, whether before or after judgment, at a rate per annum equal to (i) for each day from the date such payment is due to the third succeeding Business Day, inclusive, the Federal Funds Rate for such day as determined by the relevant L/C Issuer and (ii) for each day thereafter, the sum of 2% plus the rate applicable to its Revolving Base Rate Loans for such day. Any payment made by any Lender after 3:00 P.M. on any Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Business Day.

(h) Funds Received from the Borrower in Respect of Drawn Letters of Credit. Whenever an L/C Issuer receives a payment of an L/C Obligation as to which the Administrative Agent has received for the account of such L/C Issuer any payments from the Lenders pursuant to subsection (g) above, such L/C Issuer shall pay the amount of such payment to the Administrative Agent, and the Administrative Agent shall promptly pay to each Lender which has paid its pro-rata share thereof, in Dollars in Federal or other immediately available funds, an amount equal to such Lender’s pro-rata share of the principal amount thereof and interest thereon for each day after relevant date of payment at the Federal Funds Rate.

(i) Obligations in Respect of Letters of Credit Unconditional. The obligations of the Borrower under Section 2.05(f) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any Letter of Credit or any document related hereto or thereto;

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(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of this Agreement or any other Letter of Credit or any document related hereto or thereto;

(iii) the use which may be made of the Letter of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting);

(iv) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against a beneficiary or any transferee of a Letter of Credit (or any Person for whom the beneficiary or transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement or any Letter of Credit or any document related hereto or thereto or any unrelated transaction;

(v) any draft, demand, certificate, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(vi) any payment by the L/C Issuer under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; provided that the relevant L/C Issuer’s determination that documents presented under such Letter of Credit comply with the terms thereof shall not have constituted gross negligence or willful misconduct of such L/C Issuer;

(vii) any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other act or omission to act or delay of any kind by any L/C Issuer or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection (viii), constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(j) Role of L/C Issuers; Reliance. Each Revolving Lender and the Borrower agree that, in determining whether to pay under any Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C

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Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Request. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of subsection (i) of this Section 2.05; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer shall be entitled (but not obligated) to rely, and shall be fully protected in relying, on the representation and warranty by the Borrower set forth in the last sentence of Section 4.02 to establish whether the conditions specified in paragraphs (b) and (c) of Section 4.02 are met in connection with any issuance or extension of a Letter of Credit. Each L/C Issuer shall be entitled to rely, and shall be fully protected in relying, upon advice and statements of legal counsel, independent accountants and other experts selected by such L/C Issuer and upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopier, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary unless the beneficiary and the Borrower shall have notified such L/C Issuer that such documents do not comply with the terms and conditions of the Letter of Credit. Notwithstanding any other provision of this Section 2.05, each L/C Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Section 2.05 in respect of any Letter of Credit in accordance with a request of the Required Revolving Lenders, and such request and any action taken or failure to act pursuant hereto shall be binding upon all Revolving Lenders and all future holders of participations in such Letter of Credit.

(k) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower (other than GCA Finance); provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

(l) Modification and Extension. The issuance of any supplement, modification, amendment, renewal, or extensions to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as a Credit Extension hereunder.

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(m) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each Trade Letter of Credit.

(n) Responsibility of L/C Issuers. It is expressly understood and agreed that the obligations of the L/C Issuers hereunder to the Revolving Lenders are only those expressly set forth in this Agreement and that each L/C Issuer shall be entitled to assume that the conditions precedent set forth in Section 4.02 have been satisfied unless it shall have acquired actual knowledge that any such condition precedent has not been satisfied.

(o) Conflict with L/C Documents. In the event of any conflict between this Agreement and any L/C Document, this Agreement shall govern.

(p) Indemnification of L/C Issuers.

(i) In addition to its other obligations under this Agreement, the Borrower hereby agrees to protect, indemnify, pay and save each L/C Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable Attorney Costs) that such L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such L/C Issuer to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

(ii) As between the Borrower and each L/C Issuer, the Borrower shall assume all risks of the acts or omissions of or the misuse of any Letter of Credit by the beneficiary thereof. The L/C Issuer shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any documents required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (G) any consequences arising from causes beyond the control of the L/C Issuer, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the L/C Issuer’s rights or powers hereunder.

(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by an L/C Issuer, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the L/C Issuer under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and

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indemnify the L/C Issuers against any and all risks involved in the issuance of any Letter of Credit, all of which risks are hereby assumed by the Loan Parties, including, without limitation, any and all risks, whether rightful or wrongful, of any present or future Government Acts. The L/C Issuers shall not, in any way, be liable for any failure by the L/C Issuers or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the L/C Issuers.

(iv) Nothing in this subsection (p) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.05. The obligations of the Borrower under this subsection (p) shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of any L/C Issuer to enforce any right, power or benefit under this Agreement.

(v) Notwithstanding anything to the contrary contained in this subsection (p), the Borrower shall have no obligation to indemnify any L/C Issuer in respect of any liability incurred by the L/C Issuer arising solely out of the gross negligence or willful misconduct of the L/C Issuer, as determined by a court of competent jurisdiction. Nothing in this Agreement shall relieve any L/C Issuer of any liability to the Borrower in respect of any action taken by the L/C Issuer which action constitutes gross negligence or willful misconduct of the L/C Issuer or a violation of the UCP or Uniform Commercial Code, as applicable, as determined by a court of competent jurisdiction.

(q) Cash Collateral. If the Borrower is required pursuant to the terms of this Agreement or any other Finance Document to Cash Collateralize any L/C Obligations, the Borrower shall deposit in an account (which may be the L/C Cash Collateral Account under the Security Agreement) with the Collateral Agent an amount in cash equal to 105% of such L/C Obligations. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the L/C Obligations. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Collateral Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents; provided, however, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents; provided that such indemnity shall not be available to the extent that such losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral Agent. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuers immediately for drawings under the applicable Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(b)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) no Default or Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.09(b)(ii), (iii), (iv) or (v), interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the

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Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, for its benefit and the benefit of the Finance Parties, the cash collateral account established hereunder (and all monies and investments held therein) to secure the Finance Obligations.

(r) Resignation or Removal of an L/C Issuer. An L/C Issuer may resign at any time by giving 60 days’ notice to the Administrative Agent, the Revolving Lenders and the Borrower. Upon any such resignation, the Borrower shall (within 60 days after such notice of resignation) either appoint a successor, or terminate the unutilized L/C Commitment of such L/C Issuer; provided, however, that, if the Borrower elects to terminate such unutilized L/C Commitment, the Borrower may at any time thereafter that the Revolving Commitments are in effect reinstate such L/C Commitment in connection with the appointment of another L/C Issuer. Subject to subsection (s) below, upon the acceptance of any appointment as an L/C Issuer hereunder by a successor L/C Issuer, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring L/C Issuer and the retiring L/C Issuer shall be discharged from its obligations to issue Letters of Credit hereunder. The acceptance of any appointment as L/C Issuer hereunder by a successor L/C Issuer shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor shall be a party hereto and have all the rights and obligations of an L/C Issuer under this Agreement and the other Finance Documents and (ii) references herein and in the other Finance Documents to the “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require.

(s) Rights with Respect to Outstanding Letters of Credit. After the resignation of an L/C Issuer hereunder the retiring L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Finance Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Section 2.06 Interest.

(a) Rate Options Applicable to Loans. Each Borrowing made prior to the Syndication Date shall be comprised of Base Rate Loans or (except in the case of Swing Line Loans, which shall be made and maintained as Base Rate Loans) Eurodollar Loans with a one-month Interest Period (ending on the same date), as the Borrower may request pursuant to Section 2.02. Each Borrowing made on or after the Syndication Date shall be comprised of Base Rate Loans or (except in the case of Swing Line Loans, which shall be made and maintained as Base Rate Loans) Eurodollar Loans, as the Borrower may request pursuant to Section 2.02. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower may not request any Borrowing that, if made, would result in an aggregate of more than 10 separate Groups of Eurodollar Loans being outstanding hereunder at any one time. For this purpose, Loans having different Interest Periods, regardless of whether commencing on the same date, shall be considered separate Groups. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment and before and after the commencement of any proceeding under any Debtor Relief Law.

(b) Base Rate Loans. Each Loan of a Class which is made as, or converted into, a Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made as, or converted into, a Base Rate Loan until it becomes due or is converted into a Loan of any other Type, at a rate per annum equal to the Base Rate for such day plus the then Applicable Margin. Such interest shall be payable in arrears on each Interest Payment Date and, with respect to the principal amount of any Base Rate Loan converted to a Eurodollar Loan, on the date such Base Rate Loan

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is so converted. Any overdue principal of or, to the extent permitted by law, interest on any Base Rate Loan of any Class shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate Loans of the same Class for such day.

(c) Eurodollar Loans. Each Eurodollar Loan of a Class shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Adjusted Eurodollar Rate for such Interest Period plus the then Applicable Margin. Such interest shall be payable for each Interest Period on each Interest Payment Date. Any overdue principal of or, to the extent permitted by law, interest on any Eurodollar Loan of any Class shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the higher of (i) the sum of (A) the Adjusted Eurodollar Rate applicable to such Loan at the date such payment was due plus (B) the Applicable Margin for Eurodollar Loans of such Class for such day and (ii) the Applicable Margin for Eurodollar Loans of such Class for such day plus the quotient obtained (rounded upward, if necessary, to the nearest 1/100th of 1%) by dividing (A) the Eurodollar Rate for one day (or, if such amount due remains unpaid more than three Business Days, then for such other period of time not longer than six months as the Administrative Agent may select) deposits in Dollars in an amount approximately equal to such overdue payment by (B) 1.00 minus the Eurodollar Reserve Percentage (or, if the circumstances described in Section 3.02 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans of the same Class for such day).

(d) Determination and Notice of Interest Rates. The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. Any notice with respect to Eurodollar Loans shall, without the necessity of the Administrative Agent so stating in such notice, be subject to the provisions of the definition of “Applicable Margin” providing for adjustments in the Applicable Margin applicable to such Loans after the beginning of the Interest Period applicable thereto. When during an Interest Period any event occurs that causes an adjustment in the Applicable Margin applicable to Loans to which such Interest Period is applicable, the Administrative Agent shall give prompt notice to the Borrower and the Lenders of such event and the adjusted rate of interest so determined for such Loans, and its determination thereof shall be conclusive in the absence of manifest error.

(e) Default Interest. Upon the occurrence and during the continuance of any Default or Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing herein or under the other Finance Documents shall bear interest (without duplication of any amount owing in respect of Base Rate Loans under the third sentence of Section 2.06(b) or in respect of Eurodollar Loans under the third sentence of Section 2.06(c)), payable on demand, at a per annum rate equal to (i) in the case of principal of any Loan, the rate otherwise applicable to such Loan during such period pursuant to this Section 2.06 plus 2.00%, (ii) in the case of interest on any Loan the Base Rate plus the Applicable Margin for Loans of such Class on such day plus 2.00% and (iii) in the case of any other amount, if expressly provided for herein, at the rate so provided and otherwise at the Base Rate plus the Applicable Margin for Revolving Base Rate Loans plus 2.00%.

Section 2.07 Extension and Conversion.

(a) Continuation and Conversion Options. The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower shall have the option, on any Business Day on and after the

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Syndication Date, to elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article III and Section 2.07(d)), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Eurodollar Loans as of any Business Day; and

(ii) if such Loans are Eurodollar Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as Eurodollar Loans for an additional Interest Period, subject to Section 3.05 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice, substantially in the form of Exhibit A-2 hereto (a “Notice of Extension/Conversion”) to the Administrative Agent not later than 12:00 Noon on the third Business Day before the conversion or continuation selected in such notice is to be effective. A Notice of Extension/Conversion may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each $2,000,000 or any larger multiple of $500,000.

(b) Contents of Notice of Extension/Conversion. Each Notice of Extension/Conversion shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.07(a) above;

(iii) if the Loans comprising such Group are to be converted, the new Type of Loans and, if the Loans being converted are to be Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto; and

(iv) if such Loans are to be continued as Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period.” If no Notice of Extension/Conversion is timely received prior to the end of an Interest Period for any Group of Eurodollar Loans, the Borrower shall be deemed to have elected that such Group be converted to Base Rate Loans as of the last day of such Interest Period.

(c) Notification to Lenders. Upon receipt of a Notice of Extension/Conversion from the Borrower pursuant to Section 2.07(a) above, the Administrative Agent shall promptly notify each Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.

(d) Limitation on Conversion/Continuation Options. The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, Eurodollar Loans if (i) the aggregate principal amount of any Group of Eurodollar Loans created or continued as a result of such election would be less than $2,000,000 or (ii) a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent.

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(e) Accrued Interest. Accrued interest on a Loan (or portion thereof) being extended or converted shall be paid by the Borrower (i) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last day of the first fiscal quarter of the Borrower ending on or after the date of conversion and (ii) otherwise, on the date of extension or conversion.

Section 2.08 Maturity of Loans.

(a) Maturity of Revolving Loans. The Revolving Loans shall mature on the Revolving Termination Date, and any Revolving Loans, Swing Line Loans and L/C Obligations then outstanding (together with accrued interest thereon and fees in respect thereof) shall be due and payable on such date.

(b) Scheduled Amortization of Term B Loans. The Borrower shall repay, and there shall become due and payable (together with accrued interest thereon) on each Principal Amortization Payment Date, (i) 1.25% of the aggregate initial principal amount of the Term B Loans, in the case of each of the first 20 Principal Amortization Payment Dates, (ii) 18.75% of the initial aggregate principal amount of the Term B Loans, in the case of the 21^st, 22^nd and 23^rd Principal Amortization Payment Dates, and (iii) the remaining outstanding principal amount of all Term B Loans, in the case of the Term B Maturity Date, and in each case the Term B Loans of each Lender shall be ratably repaid.

Section 2.09 Prepayments.

(a) Voluntary Prepayments. The Borrower shall have the right voluntarily to prepay Loans in whole or in part from time to time, subject to Section 3.05 but otherwise without premium or penalty; provided, however, that (i) each partial prepayment of Loans shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans, (ii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 11:00 A.M., on the date of prepayment and, in the case of any other Loan, by 11:00 A.M., at least three Business Days prior to the date of prepayment and (iii) voluntary prepayments of Term B Loans under this Section 2.09(a) shall be applied ratably to the remaining Principal Amortization Payments thereof. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Loan or Swing Line Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. Subject to the foregoing, amounts prepaid under this Section 2.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans, then to Swing Line Loans, then ratably to the remaining Principal Amortization Payments of Term B Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments under this Section 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment, and in the case of Eurodollar Loans, reimbursement for any funding losses and redeployment costs of the Lenders resulting from the prepayment at a time other than at the end of the applicable interest period.

(b) Mandatory Prepayments.

(i) Revolving Committed Amount. If on any date the aggregate Revolving Outstandings exceed the Revolving Committed Amount, the Borrower shall repay, and there shall

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become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of Swing Line Loans equal to such excess. If the outstanding Swing Line Loans have been repaid in full, the Borrower shall prepay, and there shall become due and payable (together with accrued interest thereon), Revolving Loans in such amounts as are necessary so that, after giving effect to the repayment of the Swing Line Loans and the repayment of Revolving Loans, the aggregate Revolving Outstandings do not exceed the Revolving Committed Amount. If the outstanding Revolving Loans and Swing Line Revolving Loans have been repaid in full, the Borrower shall Cash Collateralize L/C Obligations so that, after giving effect to the repayment of Swing Line Loans and Revolving Loans and the Cash Collateralization of L/C Obligations pursuant to this subsection (i), the aggregate Revolving Outstandings does not exceed the Revolving Committed Amount. In determining the aggregate Revolving Outstandings for purposes of this subsection (i), L/C Obligations shall be reduced to the extent that they are Cash Collateralized as contemplated by this subsection (i). Each prepayment of Revolving Loans required pursuant to this subsection (i) shall be applied ratably among outstanding Revolving Loans based on the respective amounts of principal then outstanding. Each Cash Collateralization of L/C Obligations required by this subsection (i) shall be applied ratably among L/C Obligations based on the respective amounts thereof then outstanding.

(ii) Excess Cash Flow. Within 100 days after the end of each fiscal year of Holdings (commencing with the fiscal year ending December 31, 2004), the Borrower shall prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an amount equal to the Applicable Percentage of the Excess Cash Flow for such prior fiscal year. For purposes of this subsection (ii), “Applicable Percentage” shall mean (i) 75%, if the Leverage Ratio as of the last day of the fiscal year with respect to which such prepayment is being made is greater than or equal to 4.0 to 1.0, (ii) 50%, if the Leverage Ratio as of the last day of the fiscal year with respect to which such prepayment is being made is less than 4.0 to 1.0 and is greater than or equal to 3.0 to 1.0 or (iii) 25%, if the Leverage Ratio as of the last day of the fiscal year with respect to which such prepayment is being made is less than 3.0 to 1.0.

(iii) Asset Dispositions, Extraordinary Receipts Casualties and Condemnations, etc. Immediately upon receipt by any Group Company of proceeds from any Asset Disposition (other than any Excluded Asset Disposition), Extraordinary Receipts, Casualty or Condemnation, the Borrower shall prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Asset Disposition, Casualty or Condemnation or 100% of such Extraordinary Receipts, as applicable.

(iv) Debt Issuances. Immediately upon receipt by any Group Company of proceeds from any Debt Issuance (other than any Debt Issuance permitted pursuant to Section 7.01 of this Agreement as in effect on the date hereof), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Issuance.

(v) Equity Issuances. Immediately upon receipt by any Group Company of proceeds from any Equity Issuance (other than any Excluded Equity Issuance) from the Recapitalization the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 50% of the Net Cash Proceeds of such Equity Issuance.

(vi) Payments in Respect of Subordinated Indebtedness. Immediately upon receipt by the Administrative Agent or any Lender of any amount so payable pursuant to the subordination provision of the Senior Subordinated Notes or any other Indebtedness of Holdings

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or any of its Subsidiaries that is subordinate to the Senior Obligations, all proceeds thereof shall be applied as set forth in subsection (vii)(B) below.

(vii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.09(b) shall be applied as follows:

(A) with respect to all amounts paid pursuant to Section 2.09(b)(i), first to Revolving Loans, second to Swing Line Loans and third to Cash Collateralize or pay L/C Obligations; and

(B) with respect to all amounts paid pursuant to Section 2.09(b)(ii), (iii), (iv), (v) or (vi) (1) first, to the Term B Loans (ratably to the remaining Principal Amortization Payments thereof) and (2) second, to (x) the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount to the extent required pursuant to Section 2.10(b)), (y) then to Swing Line Loans (with a corresponding reduction in the Revolving Committed Amount and the Swing Line Committed Amount to the extent required pursuant to Section 2.10(b)) and (z) then to Cash Collateralize or pay L/C Obligations.

(viii) Order of Applications. All amounts allocated to Revolving Outstandings as provided in this Section 2.09(b) shall be applied, first, to Revolving Loans, second, after all Revolving Loans have been repaid, to Swing Line Loans, and third, after all Swing Line Loans have been repaid, to Cash Collateralize or pay the L/C Obligations; provided that any balance of such amounts remaining after all L/C Obligations have been Cash Collateralized or paid shall be applied to the Term B Loans (in each case ratably to the remaining Principal Amortization Payments thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.09(b) shall be subject to Section 3.05. All prepayments under this Section 2.09(b) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

(ix) Payments Cumulative. Except or otherwise expressly provided in this Section 2.09, payments required under any subsection or clause of this Section 2.09 are in addition to payments made or required under any other subsection or clause of this Section 2.09.

(x) Notice. The Borrower shall give to the Administrative Agent and the Lenders at least five Business Days’ prior written or telecopy notice of each and every event or occurrence requiring a prepayment under Section 2.09(b)(ii), (iii), (iv), (v) or (vi), including the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds; provided, however, that in the case of any prepayment event consisting of a Casualty or Condemnation, the Borrower shall give such notice within five Business Days after the occurrence of such event.

Section 2.10 Adjustment of Commitments.

(a) Optional Termination or Reduction of Commitments (Pro-Rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount in whole or in part (in minimum aggregate amounts of $2,000,000 or any whole multiple of $1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon five Business Days’ prior written or telecopy notice to the Administrative Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the

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Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized or paid, as the case may be) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

(b) Mandatory Reductions. On any date that any Revolving Loans are required to be prepaid, Swing Line Loans are required to be prepaid and/or L/C Obligations are required to be Cash Collateralized or paid pursuant to the terms of Section 2.09(b)(ii), (iii), (iv), (v) or (vi) (or would be so required if any Revolving Loans or L/C Obligations were outstanding), the Revolving Committed Amount shall be automatically and permanently reduced by the total amount of such required prepayments and cash collateral (and, in the event that the amount of any payment referred to in Section 2.09(b)(ii), (iii), (iv), (v) or (vi) which is allocable to the Revolving Outstandings exceeds the amount of all outstanding Revolving Outstandings, the Revolving Committed Amount shall be further reduced by 100% of such excess); provided that the Revolving Committed Amount shall not be reduced pursuant to this Section 2.10(b) to an amount less than $10,000,000.

(c) Termination. The Revolving Commitments of the Lenders and the L/C Commitments of the L/C Issuers shall terminate automatically on the Revolving Termination Date. The Swing Line Commitment of the Swing Line Lender shall terminate automatically on the Swing Line Termination Date. Term B Commitments of the Lenders shall terminate automatically immediately after the making of the Term B Loans on the Closing Date.

(d) Replacement of Lenders. If (i) any Lender has demanded compensation or indemnification pursuant to Section 3.01 or Section 3.04, (ii) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.02, (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.01 or any other provision of any Finance Document requires the consent of all of the Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.07. The replacement of a Lender pursuant to this Section 2.10(d) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Lenders through the Administrative Agent, subject to the satisfaction of the following conditions:

(i) each replacement Lender and/or Eligible Assignee, and the Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to an Assignment and Assumption set forth in Section 10.07(b) and, in connection therewith, the replacement Lender(s) and/or Eligible Assignee(s) shall pay:

(A) to each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, its outstanding Loans, (y) all L/C Disbursements that have been funded by (and not

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reimbursed to) it under Section 2.05, together with all accrued but unpaid interest with respect thereto, and (z) all accrued but unpaid fees owing to it pursuant to Section 2.11; and

(B) to the L/C Issuers an amount equal to the aggregate amount owing by the replaced Lenders to the L/C Issuers as reimbursement pursuant to Section 2.05, to the extent such amount was not theretofore funded by such replaced Lenders; and

(ii) the Borrower shall have paid to the Administrative Agent for the account of each replaced Lender an amount equal to all obligations owing to such replaced Lenders by the Borrower pursuant to this Agreement and the other Finance Documents (other than those obligations of the Borrower referred to in clause (i)(A) above).

In the case of the removal of a Lender pursuant to this Section 2.10(d), upon (i) payment by the Borrower to the Administrative Agent for the account of the Lender subject to such removal of an amount equal to the sum of (A) the aggregate principal amount of all Loans and L/C Obligations held by such Lender and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including, without limitation, all amounts payable by the Borrower to such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by the Borrower to each L/C Issuer of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to any continuing obligation of such removed Lender to purchase Participation Interests in any L/C Obligations then outstanding, such Lender shall, without any further consent or action by it, cease to constitute a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 10.04 and 10.05) shall continue to govern the rights and obligations of a removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such removed Lender while it was a Lender.

(e) General. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of this Section 2.10, on the date of each termination or reduction of the Revolving Committed Amount, the Commitment Fee accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Section 2.11 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee (the “Commitment Fee”) on such Lender’s Revolving Commitment Percentage of the daily Unused Revolving Committed Amount, computed at a per annum rate for each day at a rate equal to 0.50% per annum. The Commitment Fee shall commence to accrue on the Closing Date and shall be due and payable in arrears on each March 31, June 30, September 30 and December 31 (and any date that the Revolving Committed Amount is reduced as provided in Section 2.10(a) or (b) and the Revolving Termination Date) for the quarter or portion thereof ending on each such date, beginning with the first of such dates to occur after the Closing Date.

(b) Letter of Credit Fees.

(i) Letter of Credit Issuance Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee (the “Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the Applicable Margin for Letter of

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Credit Fees in effect from time to time. The Letter of Credit Fee will be payable quarterly in arrears on the last Business Day of each March, June, September and December for the immediately preceding quarter (or portion thereof), beginning with the first of such dates to occur after the date of issuance of such Letter of Credit, and on the Revolving Termination Date.

(ii) Fronting Fees. The Borrower shall pay directly to each L/C Issuer for its own account (A) a fronting fee in the amount (1) with respect to each Trade Letter of Credit, equal to 1/8 of 1% of the amount of such Trade Letter of Credit, due and payable upon the issuance thereof and (2) with respect to each Standby Letter of Credit; equal to 1/8 of 1% per annum on the daily maximum amount available to be drawn thereunder, due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date after the issuance of such Letter of Credit, and on the Revolving Termination Date, and (B) other fees in the amounts and at the times specified in a separate fee letter between the Borrower and the L/C Issuer.

(iii) L/C Issuer Fees. In addition to the Letter of Credit Fee payable pursuant to clause (i) above and any fronting fees payable pursuant to clause (ii) above, the Borrower promises to pay to the L/C Issuer for its own account without sharing by the other Lenders the letter of credit fronting and negotiation fees agreed to by the Borrower and the L/C Issuer from time to time and the customary charges from time to time of the L/C Issuer with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “L/C Issuer Fees”).

(iv) Computation of Certain Fees after Default. Upon the occurrence and during the continuance of a Default or an Event of Default, the Letter of Credit Fee payable under subsection (i) above shall be computed at a rate per annum equal to the relevant “Applicable Margin for Letter of Credit Fee” as set forth in the applicable table in the definition of “Applicable Margin” in Section 1.01 (based on Pricing Level I) hereof plus 2.00%.

(c) Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Engagement Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Borrower shall pay to the Administrative Agent and/or the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.12 Pro-rata Treatment. Except to the extent otherwise provided herein:

(a) Loans. Each Borrowing, each payment or prepayment of principal of or interest on any Loan, each payment of fees (other than the L/C Issuer Fees retained by an L/C Issuer for its own account and the administrative fees retained by the Agents for their own account), each reduction of the Revolving Committed Amount and each conversion or continuation of any Loan, shall be allocated pro-rata among the relevant Lenders in accordance with the respective Revolving Commitment Percentages or Term B Commitment Percentages, as applicable, of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of the applicable Class and Participation Interests of such Lenders); provided that, in the event any amount paid to any Lender pursuant to this subsection (a) is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but

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excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus 2.00% per annum.

(b) Letters of Credit. Each payment of L/C Obligations shall be allocated to each Revolving Lender pro-rata in accordance with its Revolving Commitment Percentage; provided that, if any Revolving Lender shall have failed to pay its applicable pro-rata share of any L/C Disbursement, then any amount to which such Revolving Lender would otherwise be entitled pursuant to this subsection (b) shall instead be payable to the L/C Issuer; provided, further, that in the event any amount paid to any Revolving Lender pursuant to this subsection (b) is rescinded or must otherwise be returned by the L/C Issuer, each Revolving Lender shall, upon the request of the L/C Issuer, repay to the Administrative Agent for the account of the L/C Issuer the amount so paid to such Revolving Lender, with interest for the period commencing on the date such payment is returned by the L/C Issuer until the date the L/C Issuer receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus 2.00% per annum.

Section 2.13 Sharing of Payments. The Lenders agree among themselves that, except to the extent otherwise provided herein, if any Lender shall obtain payment in respect of any Loan, unreimbursed L/C Disbursements or any other obligation owing to such Lender under this Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code of the United States or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Laws or otherwise, or by any other means, in excess of its pro-rata share of such payment as provided for in this Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, unreimbursed L/C Disbursements and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Agreement; provided that nothing in this Section 2.13 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have for payment of indebtedness of the Borrower other than its indebtedness hereunder. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Holdings and the Borrower agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, L/C Obligation or other obligation in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Loan, L/C Obligation or other obligation purchased to the same extent as though the purchasing Lender were the original owner of the obligations purchased. Except as otherwise expressly provided in this Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Rate and thereafter, at a per annum rate equal to the Base Rate until the date such amount is paid to the Administrative Agent or such other

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Lender. If under any applicable Debtor Relief Law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.13 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.13 to share in the benefits of any recovery on such secured claim.

Section 2.14 Payments; Computations.

(a) Payments by the Borrower. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (other than fees payable directly to the L/C Issuers) shall be paid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available to the Administrative Agent at the Administrative Agent’s Office. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against the Administrative Agent or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the next Business Day, and any applicable interest or fee shall continue to accrue. The Borrower shall, at the time it makes any payments under this Agreement, specify to the Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.12, distribute such payment to the Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement.

(b) Distributions by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(c) Computations. Except for Base Rate Loans, in which case interest shall be computed on the basis of a 365 or 366 day year as the case may be (unless the Base Rate is determined by reference to the Federal Funds Rate), all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but excluding the date of payment; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.14(a), bear interest for one day.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01 Taxes.

(a) Payments to Be Free and Clear. Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Senior Finance Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Senior Finance Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

(b) Other Taxes. In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Senior Finance Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Senior Finance Document (hereinafter referred to as “Other Taxes”).

(c) Gross-Up. If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Senior Finance Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.

(d) Borrower Indemnification. The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor.

(e) Without limiting the obligations of the Lenders under Section 10.15 regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Borrower, as the

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Administrative Agent or the Borrower shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Section 3.02 Illegality. If, on or after the date of this Agreement, the adoption of any applicable Law, or any change in any applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Applicable Lending Office) to make, maintain or fund any of its Eurodollar Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans, or to convert outstanding Loans into Eurodollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 3.02, such Lender shall designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan, if such Lender may lawfully continue to maintain and fund such Loan to such day or (ii) immediately, if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan to such day.

Section 3.03 Inability to Determine Rates. If on or prior to the first day of any Interest Period for any Eurodollar Loan:

(i) the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for such Interest Period; or

(ii) Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period;

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the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended and (ii) each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Business Days before the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing in the same aggregate amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such day.

Section 3.04 Increased Costs and Reduced Return; Capital Adequacy.

(a) If on or after the date hereof, the adoption of or any change in any applicable Law or in the interpretation or application thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender):

(i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or

(iii) shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable.

(b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with

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any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto.

(c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the L/C Issuer the amount shown as due on any such certificate delivered by it within 30 days after receipt of the same.

(d) Promptly (but in no event more than 90 days) after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to any other period. The protection of this Section 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Section 3.05 Funding Losses. The Borrower shall indemnify each Lender against any loss or expense which such Lender may sustain or incur as a consequence of (i) any failure by any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Eurodollar Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.07, (iii) any payment, prepayment or conversion of a Eurodollar Loan, whether voluntary or involuntary, upon occurrence of an Event of Default or otherwise, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the Interest period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), or (v) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.10(d), including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted, not borrowed or assigned (based on the applicable London Interbank Offered Rate), for the period from the date of such payment, prepayment, conversion, failure to borrow, convert or continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period

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or Interest Period or assignment, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error.

Section 3.06 Base Rate Loans Substituted for Affected Eurodollar Loans. If (i) the obligation of any Lender to make, or to continue or convert outstanding Loans as or to, Eurodollar Loans has been suspended pursuant to Section 3.02 or (ii) any Lender has demanded compensation under Section 3.01 or 3.04 with respect to its Eurodollar Loans, and in any such case the Borrower shall, by at least five Business Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section 3.06 shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans which would otherwise be made by such Lender as (or continued as or converted to) Eurodollar Loans shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Eurodollar Loans of the other Lenders). If such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Eurodollar Loan on the first day of the next succeeding Interest Period applicable to the related Eurodollar Loans of the other Lenders.

Section 3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all other Finance Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01 Conditions to Initial Credit Extension. The obligation of each Lender to make a Loan or issue a Letter of Credit on the Closing Date is subject to the satisfaction of the following conditions:

(a) Executed Finance Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Agreement; (ii) the Notes; (iii) the Guaranty; (iv) the Collateral Documents; and (v) all other Senior Finance Documents, each in form and substance satisfactory to the Lenders in their sole discretion.

(b) Legal Matters. All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Administrative Agent and to Fried Frank Harris Shriver & Jacobson LLP, counsel for the Administrative Agent.

(c) Organization Documents; Other Agreements. After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure and shareholder or member, as the case may be, arrangements of each Loan Party shall be reasonably satisfactory to the Lenders, and the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of its respective state of organization, and a certificate as to the good standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business, together in each case, to the extent generally available, with a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each such jurisdiction; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and

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certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party authorizing the execution, delivery and performance of the Finance Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Finance Document or any other document delivered in connection herewith on behalf of such Loan Party; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (v) such other documents as the Administrative Agent or Fried Frank Harris Shriver & Jacobson LLP, counsel for the Administrative Agent, may reasonably request.

(d) Officer’s Certificates. The Administrative Agent shall have received (i) a certificate, dated the Closing Date and signed by a Responsible Officer of each of Holdings and the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.02 and (ii) a certificate, dated the Closing Date signed by a Responsible Officer of each other Loan Party, confirming compliance as to such Loan Party with the condition precedent set forth in paragraph (b) of Section 4.02.

(e) Opinions of Counsel. On the Closing Date, the Administrative Agent shall have received:

(i) a satisfactory written opinion of Morrison & Foerster LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Closing Date, substantially in the form of Exhibit E-1 hereto and covering such additional matters incident to the transactions and perfection of the liens granted thereunder in the Collateral contemplated hereby as the Administrative Agent or the Required Lenders may reasonably request;

(ii) from special gaming counsel to the Borrower and the other Loan Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Closing Date, as to the matters referred to in Exhibit E-2 hereto and covering such additional matters incident to the transactions contemplated hereby as the Administrative Agent or the Required Lenders may reasonably request;

(iii) from Morrison & Foerster LLP, special counsel to the Borrower, copies of the opinions delivered by them under the underwriting or purchase agreement for the Senior Subordinated Notes, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders;

(iv) from Morrison & Foerster LLP, special counsel to the Borrower, copies of the opinions delivered by them to the Seller under the Recapitalization Agreement, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders; and

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(v) from counsel to the Seller in respect of the Recapitalization, copies of the opinion delivered by them as required under the Recapitalization Agreement, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and the Lenders.

(f) Issuance of the Senior Subordinated Notes. On or prior to the Closing Date, (i) the Borrower shall have entered into the Senior Subordinated Note Indenture on terms that are satisfactory to the Administrative Agent, (ii) the Borrower shall have issued, executed and delivered the Senior Subordinated Notes, (iii) the Administrative Agent shall have received true and correct copies, certified as such by an appropriate officer of the Borrower, of the Senior Subordinated Note Indenture and each of the Senior Subordinated Notes as originally executed and delivered, each of which shall be in full force and effect, (iv) the Borrower shall have received gross cash proceeds of at least $235,000,000 from the issuance of the Senior Subordinated Notes (it being understood that such cash proceeds shall include all amounts directly applied to pay underwriting and placement commissions and discounts and related fees) and (v) the Borrower shall have utilized the full amount of such cash proceeds to make payments owing in connection with the Transaction prior to or concurrently with the utilization of any proceeds of the Loans for such purpose.

(g) Consummation of the Recapitalization. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Recapitalization Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Recapitalization Documents shall be in form and substance reasonably satisfactory to the Administrative Agent. The Recapitalization, including all of the terms and conditions thereof, shall have been duly approved by the board of directors or management committees, as the case may be, and (if required by applicable law) the shareholders or members, as the case may be, of the Group Companies party thereto, and all Recapitalization Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Recapitalization Documents shall be true and correct in all material respects as if made on and as of the Closing Date. Each of the conditions precedent to the Group Companies’ obligations to consummate the Recapitalization as set forth in the Recapitalization Documents shall have been satisfied to the reasonable satisfaction of the Administrative Agent or waived with the consent of the Administrative Agent. On or prior to the Closing date, (i) the Equity Investor Group shall have formed Holdings and contributed or caused to be contributed, as the case may be, to the common equity of Holdings 100% of the Equity Interests of the Borrower held by the Equity Investor Group of any of them, (ii) the Borrower shall have redeemed (the “Redemption”) the remaining membership interests in the Borrower held by the Seller, and (iii) after giving effect to the Redemption, the Borrower shall have made a cash distribution (the “Recapitalization Distribution”) to the Equity Investor Group in aggregate amount not exceeding $50,000,000. After giving effect to the Redemption and the Recapitalization Distribution, Holdings will own 100% of the outstanding Equity Interests of the Borrower on a fully diluted basis, and M&C International shall own at least 95% of the outstanding Equity Interests on a fully-diluted basis. The aggregate consideration paid by Holdings, the Borrower and their respective Affiliates to the Seller in connection with the Redemption shall not exceed $436,000,000.

(h) Other Indebtedness. After the consummation of the transactions contemplated by the Recapitalization Agreement on the Closing Date, the Group Companies shall have no material liabilities (actual or contingent) or Preferred Stock, except (i) as disclosed in the most recent interim balance sheet included in the financial statements delivered pursuant to subsection (n) below, (ii) for accounts payable incurred in the ordinary course of business consistent with past practice since the date of the most recent interim balance sheet included in the financial statements delivered pursuant to subsection (n) below and not in violation of the Recapitalization Agreement and (iii) Indebtedness under the Finance Documents and Senior Subordinated Notes.

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(i) Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:

(i) a Perfection Certificate from each Loan Party;

(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;

(iii) copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in clause (ii) above, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing);

(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or advisable to perfect the Lenders’ security interest in intellectual property Collateral;

(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent; and

(vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

(j) Evidence of Insurance. Receipt by the Collateral Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Finance Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders.

(k) Consents and Approvals. On the Closing Date, all necessary governmental (domestic or foreign), regulatory, shareholder or member, as the case may be, and third party consents (including, without limitation, with respect to real property leases, license agreements relating to intellectual property and the Vault Cash Agreement) and approvals necessary, or in the opinion of the Arranger, desirable in connection with the transactions contemplated by the Recapitalization Agreement and the other Transaction Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and effect, and all applicable waiting periods (including any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976) shall have expired, in each case without any action being taken by any competent authority which could restrain, prevent or impose any

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material adverse conditions on any of the transactions, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of such transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable in the reasonable judgment of the Administrative Agent.

(l) Litigation; Judgments. On the Closing Date, there shall be no actions, suits, proceedings or investigations pending or threatened in any court or before any arbitrator (i) with respect to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or (ii) which could reasonably be expected to have a Material Adverse Effect. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by the Transaction Documents and otherwise referred to herein or therein.

(m) Solvency Certificate. On or prior to the Closing Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate substantially in the form of Exhibit L hereto from the chief financial or chief accounting officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth the conclusions that, after giving effect to the Recapitalization and the consummation of all financings contemplated herein, Holdings and its Subsidiaries (on a consolidated basis), Holdings (on a stand-alone basis), the Borrower (on a stand-alone basis) and each of the guarantors (on a stand-alone basis) is not insolvent and will not be rendered insolvent by the indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to engage in its respective business and will not have incurred debts beyond its ability to pay as such debts mature and become due.

(n) Financial Information. The Administrative Agent shall have received: (i) audited financial statements of the Borrower for the fiscal years ended December 31, 2003, December 31, 2002 and December 31, 2001 and pro forma financial statements as to the Loan Parties giving effect to the Transaction, which in each case, (A) shall be reasonably satisfactory in form and substance to the Administrative Agent, (B) shall not be materially inconsistent with the Pre-Commitment Information and (C) shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder; (ii) forecasts prepared by management of the Loan Parties, each in form reasonably satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on a monthly basis for the first year following the Closing Date and on an annual basis for the immediately succeeding five fiscal years thereafter; (iii) evidence reasonably satisfactory to the Administrative Agent that (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the twelve-month period ended December 31, 2003, adjusted for those items described on Schedule 4.01(n) hereto, was not less than $89,000,000, (B) the pro forma ratio of Consolidated Indebtedness as of December 31, 2003 to the Consolidated EBITDA of the Borrower and its Subsidiaries for the twelve-month period then ended, adjusted for those items described on Schedule 4.01(n) hereto (which pro forma ratio shall be calculated reflecting the Transaction on a pro forma basis and shall be reasonably acceptable to the Administrative Agent), was not greater than 5.65 to 1.00 and (C) the pro forma financial statements delivered pursuant to clause (i) above and the forecasts delivered pursuant to clause (ii) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of then existing conditions, together with a certificate of the chief financial officer of Holdings and the Borrower with respect to the matters set forth in the foregoing clauses (A), (B) and (C); and (iv) written certifications from the chief executive officer and chief financial officer of the Borrower that would be required by Section 906 and Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

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(o) Due Diligence. The Administrative Agent shall have been given access to the management, records, books of account, contracts and properties of Holdings and its Subsidiaries and shall have completed, and be satisfied with the results of, its business and legal due diligence review with respect to Holdings and its Subsidiaries, the Recapitalization and the other transactions contemplated hereby, including, without limitation, a due diligence review of the financial statements of Borrower and its Subsidiaries, the tax matters and status of Borrower and its Subsidiaries and possible contingent liabilities, an environmental, employee benefits, customer contracts, related party contracts, collective bargaining agreements, other arrangements with employees and insurance due diligence review. In addition, there shall not have occurred any material adverse change in the business, assets, operations or condition (financial or otherwise) of Borrower and its Subsidiaries since December 31, 2003 or from that included in the Pre-Commitment Information.

(p) Appointment of Agent for Service of Process. The Administrative Agent shall have received a letter from CT Corporation, presently located at 111 Eighth Avenue, New York, New York 10011, indicating its consent to its appointment by Holdings and the Borrower as its agent to receive service of process as specified in Section 10.17 hereof.

(q) Payment of Fees. All costs, fees and expenses due to the Administrative Agent, the Collateral Agent and the Lenders on or before the Closing Date shall have been paid.

(r) Debt Rating. Both the Loans and the Senior Subordinated Notes shall have individually received a debt rating from each of Moody’s and S&P and, as of the Closing Date, each such rating shall be in full force and effect.

(s) Counsel Fees. The Administrative Agent shall have received full payment from the Borrower of all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided, further, that the aggregate amount of all such Attorney Costs incurred in connection with the negotiation, execution and delivery of the Finance Documents delivered on or prior to the Closing Date shall not exceed the amounts agreed upon in the Engagement Letter).

(t) Revolving Availability. After giving effect to all Credit Extensions occurring on the Closing Date, the aggregate unused Revolving Commitments shall exceed the aggregate amount of all Revolving Outstandings by at least $10,000,000.

(u) OFAC/Anti-Terrorism Compliance Certificate. The Administrative Agent shall have received a certificate substantially in the form of Exhibit K hereto, dated the Closing Date and signed by a Responsible Officer of Holdings, certifying as to the matters set forth in Exhibit K.

(v) Intellectual Property Licenses. The Borrower shall have delivered to Administrative Agent duly executed written licenses to use and exercise any other rights in all third party intellectual property which is material to the Borrower or its Subsidiaries, including without limitation all license agreements with Affiliates (collectively, “Intellectual Property Licenses”), which licenses are satisfactory to Administrative Agent at its sole discretion.

(w) Contribution of Subsidiaries. M&C International shall have contributed all of the capital stock of CashCall Systems, Inc. to the Borrower.

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(x) Vault Cash Agreement. The Borrower’s vault cash custody arrangements shall be satisfactory in all respects to the Administrative Agent. Except as otherwise agreed to by the Administrative Agent, (i) the Vault Cash Agreement shall be in full force and effect and shall not have been amended or modified (nor shall any condition thereof have been waived by the Borrower) except for such amendments and modifications satisfactory to the Administrative Agent as are necessary to give effect to the Recapitalization and (ii) no “Automatic Event of Default” or “Notice Event of Default” (each as defined in the Vault Cash Agreement) shall have occurred or be continuing under the Vault Cash Agreement and no event or condition shall exist thereunder that with notice or passage of time, or both, would permit a Vault Cash Provider to terminate the Vault Cash Agreement or retrieve cash from ATMs.

All corporate and legal proceedings and instruments and agreements relating to the transactions contemplated by this Agreement and the other Transaction Documents or in any other document delivered in connection herewith or therewith shall be satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or Governmental Authorities. The documents referred to in this Section 4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates and opinions referred to in this Section 4.01 shall be dated the Closing Date.

The requirement that any document, agreement, certificate or other writing be satisfactory to the Required Lenders shall be deemed to be satisfied if (i) such document, agreement, certificate or other writing was delivered to the Lenders not less than two Business Days prior to the Closing Date, (ii) such document, agreement, certificate or other writing is satisfactory to the Administrative Agent and (iii) Lenders holding at least 50% of the Commitments have not objected in writing to such document, agreement, certificate or other writing to the Administrative Agent prior to the Closing Date.

Promptly after the Closing occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. If the Closing does not occur before 5:00 P.M. on May 1, 2004, the Commitments shall terminate at the close of business on such date and all unpaid facility fees accrued to such date shall be due and payable on such date.

Section 4.02 Conditions to All Credit Extensions. The obligation of any Lender to make a Loan on the occasion of any Borrowing, and the obligation of any L/C Issuer to issue (or renew or extend the term of) any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) Notice. The Borrower shall have delivered (i) in the case of any Revolving Loan, to the Administrative Agent, an appropriate Notice of Borrowing, duly executed and completed, by the time specified in Section 2.02 and (ii) in the case of any Letter of Credit, to the L/C Issuer, an appropriate Letter of Credit Request duly executed and completed in accordance with the provisions of Section 2.05.

(b) Representations and Warranties. The representations and warranties made by the Loan Parties in any Finance Document are true and correct in all material respects at and as if made as of such date except to the extent they expressly relate to an earlier date.

(c) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto.

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(d) Availability. Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof) or to the issuance of a Letter of Credit, as the case may be, (i) the sum of the Revolving Loans outstanding plus all L/C Obligations outstanding plus all Swing Line Loans outstanding shall not exceed the Revolving Committed Amount and (ii) the sum of L/C Obligations outstanding shall not exceed the L/C Committed Amount and (iii) the sum of all Swing Line Loans outstanding shall not exceed the Swing Line Committed Amount.

(e) Term Borrowings. In the case of the initial Revolving Borrowing, the fact that prior to, or concurrently with, such Revolving Borrowing, the Borrower has made a Term B Borrowing in the full amount of the Term B Commitments.

The delivery of each Notice of Borrowing, Swing Line Loan Request and each request for a Letter of Credit shall constitute a representation and warranty by the Loan Parties of the correctness of the matters specified in subsections (b), (c) and (d) above.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. Each Group Company (i) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own its assets and carry on its business and (B) execute, deliver and perform its obligations under the Finance Documents to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws, except in each case referred to in clause (ii)(A), (iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Transaction Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which such Person is a party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.

Section 5.03 Governmental Authorization; Other Consents. Except as set forth on Schedule 5.03, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Transaction Document to which it is a party.

Section 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except (i) as such enforceability may be limited by

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applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law).

Section 5.05 Financial Condition; No Material Adverse Effect.

(a) Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) Material Adverse Change. Since December 31, 2003, no event or circumstance has occurred or existed which, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

(c) Pro-Forma Financial Statements. The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2003, prepared on a pro-forma basis giving effect to the consummation of the Transactions, has heretofore been furnished to each Lender as part of the Pre-Commitment Information. Such pro-forma balance sheet has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro-forma financial information contained in the Pre-Commitment Information (which assumptions are believed by the Borrower on the date hereof and on the Closing Date to be reasonable), is based on the best information available to the Borrower as of the date of delivery thereof, accurately reflects all material adjustments required to be made to give effect to the Transactions and presents fairly on a pro-forma basis the estimated consolidated financial position of the Borrower and its Consolidated Subsidiaries as of December 31, 2003, assuming that the Transactions had actually occurred on that date. None of Holdings or any of its Subsidiaries has any reason to believe that such pro-forma balance sheet is misleading in any material respect in light of the circumstances existing at the time of the preparation thereof.

(d) Projections. The projections prepared as part of, and included in, the Pre-Commitment Information have been prepared on a basis consistent with the financial statements referred to in subsection (a) above and are based on good faith estimates and assumptions made by management of the Borrower. On the Closing Date, such management believes that such projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material. There is no fact known to the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect which has not been disclosed herein or in the Pre-Commitment Information.

(e) Post-Closing Financial Statements. The financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.

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(f) No Undisclosed Liabilities. Except as fully reflected in the financial statements described in subsection (a) above and the Indebtedness incurred under this Agreement and the Senior Subordinated Notes, (i) there were as of the Closing Date (and after giving effect to any Loans made and Letters of Credit issued on such date), no liabilities or obligations (excluding current obligations incurred in the ordinary course of business) with respect to any Group Company of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due and including obligations or liabilities for taxes, long-term leases and unusual forward or other long-term commitments), and (ii) neither Holdings nor the Borrower knows of any basis for the assertion against any Group Company of any such liability or obligation which, either individually or in the aggregate, has or could reasonably be expected to have, a Material Adverse Effect.

(g) Sarbanes-Oxley Act Compliance. Each required form, report and document containing financial statements that has been filed with or submitted to the United States Securities and Exchange Commission by any Group Company (if any), was accompanied by the certifications required to be filed or submitted by the chief executive officer and chief financial officer of any Group Company pursuant to the Sarbanes-Oxley Act of 2002, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. No Group Company nor, to the knowledge of Holdings or the Borrower, any director, officer, employee, auditor, accountant or representative of any Group Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices. No attorney representing any Group Company, whether or not employed by any Group Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Group Company or any of its officers, directors, employees or agents to the board of directors of any Group Company or any committee thereof or to any director or officer of any Group Company. To the knowledge of Holdings and the Borrower, no employee of any Group Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. No Group Company or any officer, employee, contractor, subcontractor or agent of any Group Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of any Group Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).

Section 5.06 Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of any Loan Party, threatened against or affecting any Group Company in which there is a reasonable possibility of an adverse decision that (i) involve any Finance Document or any of the Transactions or (ii) if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.07 No Default. No Group Company is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Transaction Document.

Section 5.08 Ownership of Property; Liens. Each Group Company has good and marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted. All such material properties and assets are free and clear of Liens other than Permitted Liens. Each Group Company has complied with all obligations under all leases to which it is a party, other than leases that,

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individually or in the aggregate, are not material to the Group Companies, taken as a whole, and the violation of which will not result in a Material Adverse Effect, and all such leases are in full force and effect, other than leases that, individually or in the aggregate, are not material to the Group Companies, taken as a whole, and in respect of which the failure to be in full force and effect will not result in a Material Adverse Effect. Each Group Company enjoys peaceful and undisturbed possession under all such leases with respect to which it is the lessee, other than leases that, individually or in the aggregate, are not material to the Group Companies, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession will not result in a Material Adverse Effect.

Section 5.09 Environmental Compliance. Except as does not and could not reasonably be expected to have a Material Adverse Effect, no Group Company has failed to comply with any Environmental Law or to obtain, maintain, or comply with any permit, license or other approval required under any Environmental Law or is subject to any Environmental Liability or has received notice of any claim with respect to any Environmental Liability, and no Group Company knows of any basis for any Environmental Liability against any Group Company

Section 5.10 Insurance. The properties of each Group Company are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Group Company operates.

Section 5.11 Taxes. Each Group Company has filed, or caused to be filed, all tax returns (including federal, state, local and foreign tax returns) required to be filed and paid (i) all amounts of taxes shown thereon to be due (including interest and penalties) and (ii) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangible taxes) owing by it, except for such taxes (A) which are not yet delinquent or (B) that are being contested in good faith and by proper proceedings diligently pursued, and against which adequate reserves are being maintained in accordance with GAAP. There is no pending investigation of any Group Company by any taxing authority or proposed tax assessment against any Group Company that would, if made, have a Material Adverse Effect.

Section 5.12 ERISA Compliance.

(a) There are no Unfunded Liabilities.

(b) Each Plan complies in all respects with the applicable requirements of ERISA and the Code.

(c) No ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan.

(d) No Group Company: (i) is or has been within the last six years a party to any Multiemployer Plan; or (ii) has withdrawn from any Multiemployer Plan.

(e) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

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(f) No Group Company or any ERISA Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

(g) All liabilities under the Employee Benefit Arrangements are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01(b) hereof or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01(a) hereof.

(h) There are no circumstances which may give rise to a liability in relation to the Employee Benefit Arrangements which are not funded, insured, provided for, recognized or estimated in the manner described in clause (g) above.

(i) Each Group Company is in material compliance with all applicable Laws, trust documentation and contracts relating to the Employee Benefit Arrangements.

Section 5.13 Subsidiaries. Schedule 5.13 sets forth a complete and accurate list as of the Closing Date of all Subsidiaries of Holdings. Schedule 5.13 sets forth as of the Closing Date the jurisdiction of formation of each such Subsidiary, the number of authorized shares of each class of Equity Interests of each such Subsidiary, the number of outstanding shares of each class of Equity Interests, the number and percentage of outstanding shares of each class of Equity Interests of each such Subsidiary owned (directly or indirectly) by any Person and the number and effect, if exercised, of all Equity Equivalents with respect to Capital Stock of each such Subsidiary. All the outstanding Equity Interests of each Subsidiary of Holdings are validly issued, fully paid and non-assessable and were not issued in violation of the preemptive rights of any shareholder or member, as the case may be, and, as of the Closing Date, are owned by Holdings, directly or indirectly, free and clear of all Liens (other than those arising under the Collateral Documents). Other than as set forth on Schedule 5.13, as of the Closing Date, no such Subsidiary has outstanding any Equity Equivalents nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its Equity Interests. Holdings has no Subsidiaries, other than the Borrower and its Subsidiaries.

Section 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(a) None of Holdings and its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation U. No part of the Letters of Credit or proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation U. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U or any “margin security” within the meaning of Regulation T. “Margin stock” within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Borrower and its Consolidated Subsidiaries. None of the transactions contemplated by this Agreement (including the direct or indirect use of the proceeds of the

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Loans) will violate or result in a violation of the Securities Act, the Exchange Act or Regulation T, U or X.

(b) None of the Group Companies is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, none of the Group Companies is (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, (ii) controlled by such a company, or (iii) a “holding company”, a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1934, as amended.

Section 5.15 Disclosure. No statement, information, report, representation, or warranty made by any Loan Party in any Finance Document or furnished to the Administrative Agent or any Lender by or on behalf of any Loan Party in connection with any Finance Document contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Pre-Commitment Information was, as of the date thereof or the dates otherwise specified therein, accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that (i) the statements therein describing documents and agreements are summary only and as such are qualified in their entirety by reference to such documents and agreements, (ii) to the extent any such information therein was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions, due and careful consideration and the best information known to it at the time in the preparation of such information and (iii) as to the information that is specified as having been supplied by third parties, other than Affiliates of the Borrower or any of its Subsidiaries, the Borrower represents only that it is not aware of any material misstatement or omission therein.

Section 5.16 Compliance with Law. Each Group Company is in compliance with all requirements of Law (including Environmental Laws) applicable to it or to its properties, except for any such failure to comply which could not reasonably be expected to cause a Material Adverse Effect. To the knowledge of the Loan Parties, none of the Group Companies or any of their respective material properties or assets is subject to or in default with respect to any judgment, writ, injunction, decree or order of any court or other Governmental Authority. None of the Group Companies has received any written communication from any Governmental Authority that alleges that any of the Group Companies is not in compliance in any material respect with any Law, except for allegations that have been satisfactorily resolved and are no longer outstanding.

Section 5.17 Intellectual Property. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, know how, including customer lists, plans, processes, supplier lists, business plans, business methods, prototypes, inventions, discoveries, internet domain names, software, licenses and other rights that are reasonably necessary for the operation of their respective businesses, without, to the best knowledge of the Borrower, conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person.

Section 5.18 Purpose of Loans and Letters of Credit. The proceeds of the Term B Loans and any Revolving Loans made on the Closing Date will be used solely to finance the Recapitalization and pay fees and expenses incurred in connection with the Transaction. The proceeds of

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the Revolving Loans and Swing Line Loans made after the Closing Date will be used solely to provide for the working capital requirements of the Borrower and its Subsidiaries (other than GCA Finance) and for the general corporate purposes of the Borrower and its Subsidiaries (other than GCA Finance). The Letters of Credit shall be used only for or in connection with obligations relating to transactions entered into by the Borrower and its Subsidiaries (other than GCA Finance) in the ordinary course of business.

Section 5.19 Labor Matters. There are no strikes against Holdings or any of its Subsidiaries, other than any strikes that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries (or any predecessor) is bound, other than collective bargaining agreements which, individually or in the aggregate, are not material to Holdings and its Subsidiaries taken as a whole.

Section 5.20 Solvency and Surplus. Each Loan Party is and, after consummation of the Transactions, will be Solvent. The total amount of the Recapitalization Distribution and any other distributions paid by the Borrower in connection with the transactions contemplated by the Transaction Documents will not exceed the aggregate amount of funds of the Borrower legally available therefor at the time of consummation of the Recapitalization.

Section 5.21 Collateral Documents.

(a) Article 9 Collateral. Each of the Security Agreement and the Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable security interest in the Collateral described therein and, when financing statements in appropriate form are filed in the offices specified on Schedule 4.01 to the Security Agreement and the Pledged Collateral is delivered to the Collateral Agent, each of the Security Agreement and the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such of the Collateral in which a security interest can be perfected under Article 8 or 9 of the Uniform Commercial Code, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

(b) Intellectual Property. When the Assignment of Patents and Trademarks, substantially in the form of Exhibit A to the Security Agreement, is properly filed in the United States Patent and Trademark Office and the Assignment of Copyrights, substantially in the form of Exhibit B to the Security Agreement, is properly filed in the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property covered in such Assignments, in each case prior and superior in right to any other Person except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

(c) Status of Liens. The Collateral Agent, for the benefit of the Finance Parties, will at all times have the Liens provided for in the Collateral Documents and, subject to the filing by the Collateral Agent of continuation statements to the extent required by the Uniform Commercial Code, the Collateral Documents will at all times constitute valid and continuing liens of record and first priority perfected security interests in all the Collateral referred to therein, except as priority may be affected by Permitted Liens. As of the Closing Date, no filings or recordings are required in order to perfect the security interests created under the Collateral Documents, except for filings or recordings listed on Schedule 4.01 to the Security Agreement.

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Section 5.22 Ownership.

(a) Securities of the Borrower. Holdings owns good, valid and marketable title to all the outstanding common stock of the Borrower, free and clear of all Liens of every kind, whether absolute, matured, contingent or otherwise, other than those arising under the Collateral Documents. Except as set forth on Schedule 5.22, there are no shareholder or member, as the case may be, agreements or other agreements pertaining to Holdings’ beneficial ownership of the common stock of the Borrower, including any agreement that would restrict Holdings’ right to dispose of such common stock and/or its right to vote such common stock.

(b) Holdings Equity Interests. Schedule 5.22 sets forth a true and accurate list as of the Closing Date of each holder of any Equity Interest or Equity Equivalent of Holdings, indicating the name of each such holder and the Equity Interest or Equity Equivalent held by each such Person. Except as set forth on Schedule 5.22, there are no shareholders or members, as the case may be, agreements or other agreements pertaining to the Equity Investor Group’s beneficial ownership of the common stock of Holdings, including any agreement that would restrict the Equity Investor Group’s right to dispose of such common stock and/or its right to vote such common stock.

Section 5.23 Certain Transactions.

(a) Recapitalization Agreement. On the Closing Date, (i) the Recapitalization Agreement has not been amended or modified, nor has any condition thereof been waived by Holdings or the Borrower, (ii) all conditions to the obligations of Holdings and the Borrower to consummate the transactions contemplated by the Recapitalization Agreement have been satisfied, (iii) all funds advanced on the Closing Date by the Lenders have been used in accordance with Section 5.18 and (iv) the transactions contemplated by the Recapitalization Agreement have been consummated in accordance with the Recapitalization Agreement and all applicable Laws.

(b) Senior Subordinated Notes. On the Closing Date, (i) the Senior Subordinated Note Documents have not been amended or modified, nor has any condition thereof been waived by the Borrower in a manner adverse in any material respect to the rights or interests of the Lenders and (ii) all funds advanced by the Senior Subordinated Noteholders have been used to consummate the transactions contemplated by the Recapitalization Agreement.

ARTICLE VI

AFFIRMATIVE COVENANTS

Each of Holdings and the Borrower agrees that so long as any Lender has any Commitment hereunder, any Senior Obligation or other amount payable hereunder or under any Note or other Senior Finance Document or any L/C Obligation remains unpaid or any Letter of Credit remains in effect:

Section 6.01 Financial Statements. The Borrower will furnish, or cause to be furnished, to the Administrative Agent, with copies for each of the Lenders:

(a) Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet and income statement of the Borrower and its Consolidated Subsidiaries, as of the end of such fiscal year, and the related consolidated and consolidating statement of operations and retained earnings and consolidated statement of cash flows for such fiscal year, setting forth in comparative form consolidated and consolidating figures for the preceding fiscal year, all such financial statements to be in reasonable form

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and detail and (in the case of such consolidated financial statements) audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified or limited in any material respect) to the effect that such consolidated financial statements have been prepared in accordance with GAAP and present fairly the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied (except for changes with which such accountants concur).

(b) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal quarter, together with related consolidated and consolidating statement of operations and retained earnings and consolidated statement of cash flows for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in comparative form consolidated and consolidating figures for the corresponding periods of the preceding fiscal year, all such financial statements to be in form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of Holdings to the effect that such quarterly financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Consolidated Subsidiaries in accordance with GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes required by GAAP.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 6.01(a) or (b) at the times specified therein.

Section 6.02 Certificates; Other Information. The Borrower will furnish, or cause to be furnished, to the Administrative Agent, with copies for each of the Lenders, in form and detail reasonably satisfactory to them:

(a) Auditors’ Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in the course of the audit upon which their opinion on such financial statements was based (but without any special or additional audit procedures for the purpose), they obtained knowledge of no condition or event relating to financial matters which constitutes a Default or an Event of Default or, if such accountants shall have obtained in the course of such audit knowledge of any such Default or Event of Default, disclosing in such written statement the nature and period of existence thereof, it being understood that such accountants shall be under no liability, directly or indirectly, to the Lenders for failure to obtain knowledge of any such condition or event.

(b) Compliance Certificate. At the time of delivery of the financial statements provided for in Sections 6.01(a) and (b) above, a Compliance Certificate of the chief financial officer of Holdings (i) demonstrating compliance with the financial covenants contained in Section 7.18 by calculation thereof as of the end of the fiscal period covered by such financial statements, (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto, (iii) stating whether, since the date of the most recent financial statements delivered hereunder, there has been any material change in the GAAP applied in the preparation of the financial statements of the Borrower and its Consolidated Subsidiaries, and, if so, describing such change, (iv) identifying all Asset Dispositions, Casualties, Condemnations, Debt Issuances and Equity Issuances that were made since the end of the

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previous fiscal quarter and setting forth a reasonably detailed calculation of the Net Cash Proceeds received from all Asset Dispositions (other than Excluded Asset Dispositions), Casualties, Condemnations, Debt Issuances (other than Debt Issuances permitted under Section 7.01) and Equity Issuances (other than Excluded Equity Issuances) that were made since the end of the previous fiscal quarter and (v) reconciling the calculations performed in connection with clause (i) above to the financial statements being delivered with such Compliance Certificate insofar as such calculations treat QuikPlay as other than a Consolidated Subsidiary of the Borrower. At the time such certificate is required to be delivered, the Borrower shall promptly deliver to the Administrative Agent, at the Administrative Agent’s Office, information regarding any change in the Leverage Ratio that would change the then existing Applicable Margin.

(c) Auditor’s Reports. Promptly (but in any event within 5 days) upon receipt thereof, a copy of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Group Company by independent accountants in connection with the accounts or books of any Group Company, or any audit of any of them;

(d) SEC Reports. Promptly (and in any event within 5 days) after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the members of Holdings, and copies of all annual, regular, periodic and special reports and registration statements which any Group Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(e) Annual Business Plan and Budgets. At least 30 days prior to the end of each fiscal year of Holdings, beginning with the fiscal year ending December 31, 2004, an annual business plan and budget of the Borrower and its Consolidated Subsidiaries containing, among other things, projected financial statements for the next fiscal year.

(f) Excess Cash Flow. Within 100 days after the end of each fiscal year of Holdings, a certificate of the chief financial officer of Holdings containing information regarding the calculation of Excess Cash Flow for such fiscal year.

(g) ERISA Reports. Promptly (and in any event within 5 days) after the same are available, the most recently prepared actuarial reports in relation to the Plans for the time being operated by Group Companies which are prepared in order to comply with the then current statutory or auditing requirements within the relevant jurisdiction. If requested by the Administrative Agent, the Borrower will promptly instruct an actuary to prepare such actuarial reports and deliver those to the Administrative Agent, if the Administrative Agent has reasonable grounds for believing that any relevant statutory or auditing requirement within the relevant jurisdiction is not being complied with. Promptly upon request, the Borrower shall also furnish the Administrative Agent and the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, with respect to any Plans, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).

(h) Additional Patents, Trademarks and Copyrights. At the time of delivery of the financial statements and reports provided for in Section 6.01(a), a report signed by the chief financial officer of the Borrower setting forth (i) a list of domain names, and registration numbers for all patents, trademarks, service marks, tradenames and copyrights awarded to any Group Company since the last day

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of the immediately preceding fiscal year of Holdings and (ii) a list of all patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Group Company since the last day of the immediately preceding fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent.

(i) Domestication in Other Jurisdiction. Not less than 30 days prior to any change in the jurisdiction of organization of any Loan Party, a copy of all documents and certificates intended to be filed or otherwise executed to effect such change.

(j) Other Information. With reasonable promptness (and in any event within 5 days) upon request therefor, such other information regarding the business, properties or financial condition of any Group Company as the Administrative Agent or any Finance Party may reasonably request, which may include such information as any Finance Party may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates (which, for purposes of this subsection (j), shall include only a Lender, the parent holding company of such Lender and any direct or indirect Subsidiary of the parent holding company of such Lender) to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, including in each case information concerning the Borrower’s direct and indirect members and its use of the proceeds of the Credit Extensions hereunder.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent for it or for any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent, which shall notify each Lender, of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent and each of the Lenders. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 6.03 Notices. The Borrower will promptly (and in any event within 3 days) notify the Administrative Agent and each Lender:

(i) of the occurrence of any Default or Event of Default;

(ii) of any matter that has resulted or may result in a Material Adverse Effect, including (A) breach or non-performance of, or any default under, any Contractual

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Obligation of Holdings or any of its Subsidiaries; (B) any dispute, litigation, investigation, proceeding or suspension between Holdings or any of its Subsidiaries and any Governmental Authority; (C) the commencement of, or any material development in, any litigation or proceeding affecting Holdings or any of its Subsidiaries, including pursuant to any applicable Environmental Law; or (D) any pending or, to the knowledge of any Loan Party, threatened litigation, investigation or proceeding affecting any Loan Party in which the amount involved exceeds $2,000,000, or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect;

(iii) of the occurrence of any ERISA Event;

(iv) of any material change in accounting policies or financial reporting practice by Holdings or any of its Subsidiaries; and

(v) of: (A) any event or condition, including any event, that constitutes, or is reasonably likely to lead to, an ERISA Event; or (B) any change in the funding status of any Plan that could have a Material Adverse Effect, together with a description of any such event or condition or a copy of any such notice and a statement by the chief financial officer of the Borrower briefly setting forth the details regarding such event, condition or notice and the action, if any, which has been or is being taken or is proposed to be taken by the Borrower with respect thereto.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or the other Finance Documents that have been breached.

Section 6.04 Payment of Obligations. Each of the Group Companies will pay and discharge (i) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (ii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties and (iii) except as prohibited hereunder or under the terms of the Senior Subordinated Notes, all of its other Indebtedness as it shall become due; provided, however, that no Group Company shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Section 6.05 Preservation of Existence Etc. Except as a result of or in connection with a dissolution, merger or disposition of a Subsidiary of the Borrower permitted under Section 7.04 or Section 7.05, each Group Company will: (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve, renew or pursue all of its registered patents, trademarks, copyrights, trade names, service marks, and domain names, and any applications for any such registrations, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

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Section 6.06 Maintenance of Properties. Each Group Company will: (i) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (ii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 6.07 Insurance; Certain Proceeds.

(a) Insurance Policies. Each of the Group Companies will at all times maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) in such amounts, covering such risk and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice (or as are otherwise required by the Collateral Documents). The Collateral Agent shall be named as loss payee or mortgagee, as its interest may appear, with respect to all such property and casualty policies and additional insured with respect to all such other policies (other than workers’ compensation and employee health policies), and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that the insurance carrier shall pay all proceeds in excess of $2,000,000 (or, following receipt of written notice from the Collateral Agent of the occurrence of an Event of Default, all proceeds) otherwise payable to Holdings or one or more of its Subsidiaries under such policies directly to the Collateral Agent (which agreement shall be evidenced by a “standard” or “New York” lender’s loss payable endorsement in the name of the Collateral Agent on Accord Form 27) and that it will give the Collateral Agent thirty days’ prior written notice before any such policy or policies shall be altered or canceled, and that no act or default of any Group Company or any other Person shall affect the rights of the Collateral Agent or the Lenders under such policy or policies.

(b) Loss Events. In case of any Casualty or Condemnation with respect to any property of any Group Company or any part thereof, the Borrower shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage, destruction or taking. In such case, the Borrower shall, or shall cause such Group Company to, promptly repair, restore or replace the property of such Person (or part thereof) which was subject to such Casualty or Condemnation, at such Person’s cost and expense, whether or not the Insurance Proceeds or Condemnation Award, if any, received on account of such event shall be sufficient for that purpose; provided, however, that such property need not be repaired, restored or replaced to the extent the failure to make such repair, restoration or replacement (i)(A) is desirable to the proper conduct of the business of such Person in the ordinary course and otherwise in the best interest of such Person and (B) would not materially impair the rights and benefits of the Collateral Agent or the Finance Parties under the Collateral Documents or any other Finance Document or (ii) the failure to repair, restore or replace the property is attributable to the application of the Insurance Proceeds from such Casualty or the Condemnation Award from such Condemnation to payment of the Senior Obligations in accordance with the following provisions of this Section 6.07(b). If Holdings or any of its Subsidiaries shall receive any Insurance Proceeds from a Casualty or Condemnation Award from a Condemnation, such Person will immediately pay over such proceeds to the Administrative Agent, for payment of the Senior Obligations in accordance with Section 2.09(b) or, if such funds constitute Reinvestment Funds, to be held by the Collateral Agent in the Reinvestment Funds Account established under the Security Agreement. The Administrative Agent agrees to cause the Collateral Agent to release such Insurance Proceeds or Condemnation Awards to the Borrower upon its request and as needed from time to time to pay for the repair, restoration or replacement of the portion of the property subject to such Casualty or Condemnation if, but only if, the conditions set forth in the definition of “Reinvestment Funds” are satisfied at the time of such request.

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(c) Certain Rights of the Lenders. In connection with the covenants set forth in this Section 6.07, it is understood and agreed that:

(i) none of the Agents, the Lenders or their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07, it being understood that (A) the Group Companies shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Agents, the Lenders or their agents or employees; provided, however, that if the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then each of the Loan Parties hereby agrees to, and to cause each of the Group Companies to, waive its right of recovery, if any, against the Agents, the Lenders and their agents and employees, to the extent permitted by law;

(ii) the Group Companies will permit an insurance consultant retained by the Administrative Agent, at the expense of the Borrower, to review from time to time the insurance policies maintained by the Group Companies annually or upon the occurrence of an Event of Default; and

(iii) the Required Lenders shall have the right from time to time to require the Group Companies to keep other insurance in such form and amount as the Administrative Agent or the Required Lenders may reasonably request; provided that such insurance shall be obtainable on commercially reasonable terms; and provided, further, that the designation of any form, type or amount of insurance coverage by the Administrative Agent or the Required Lenders under this Section 6.07 shall in no event be deemed a representation, warranty or advice by any Agent or the Lenders that such insurance is adequate for the purposes of the business of the Group Companies or the protection of their respective properties.

Section 6.08 Compliance with Law. Each of the Group Companies will comply with all requirements of Law applicable to it and its properties to the extent that noncompliance with any such requirement of Law could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each of the Group Companies will do, and cause each of its ERISA Affiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code or other applicable Federal or state law; (ii) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (iii) make all required contributions to any Plan subject to Section 412 of the Code; (iv) ensure that there are no Unfunded Liabilities; (v) ensure that all liabilities under the Employee Benefit Arrangements are either (A) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements; (B) insured with a reputable insurance company; or (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent under Section 6.01(a) or (b); and (vi) ensure that the contributions or premium payments to or in respect of all Employee Benefit Arrangements are and continue to be promptly paid at no less than the rates required under the rules of such arrangements and in accordance with the most recent actuarial advice received in relation to the Employee Benefit Arrangement and generally in accordance with applicable law.

Section 6.09 Books and Records; Lender Meeting. Each of the Group Companies will keep complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves). Unless the Administrative Agent shall notify the Borrower that no meeting is required, within 90 days after the end of each fiscal year of the Borrower, the Borrower will conduct a meeting of the Lenders to discuss such fiscal year’s results and the financial condition of the Borrower and its Consolidated

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Subsidiaries. The chief executive officer and the chief financial officer of the Borrower and such other officers of the Borrower as the Borrower’s chief executive officer shall designate shall be present at each such meeting. Such meetings shall be held at times and places convenient to the Lenders and to the Borrower.

Section 6.10 Inspection Rights. Upon reasonable (not less than 24-hour) notice and during normal business hours, each of the Group Companies will permit representatives appointed by the Agents or the Required Lenders, including independent accountants, agents, employees, attorneys and appraisers, to visit and inspect its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representatives obtain and shall permit the Agents or such representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees, independent accountants, attorneys and representatives of the Group Companies. At Administrative Agent’s or any other Lender’s request, each of Holdings and the Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by it at any time during the term of this Agreement to exhibit and deliver to the Administrative Agent and the Lenders copies of any of the financial statements, trial balances or other accounting records of any sort of any Group Company in the accountant’s or auditor’s possession, and to disclose to the Administrative Agent and the Lenders any information they may have concerning the financial status and business operations of any Group Company. At Administrative Agent’s or any other Lender’s request, each of Holdings and the Borrower hereby irrevocably authorizes all federal, state and municipal authorities to furnish to the Lenders copies of reports or examinations relating to any Group Company, whether made by the Group Companies or otherwise.

Section 6.11 Use of Proceeds. The Borrower will use the proceeds of the Loans and will use the Letters of Credit solely for the purposes set forth in Section 5.18.

Section 6.12 Additional Loan Parties; Additional Security.

(a) Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than the Borrower, QuikPlay and Foreign Subsidiaries, except to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to:

(i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement; and

(ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested.

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(b) Additional Security. Each of Holdings and the Borrower will cause, and will cause each of its Subsidiaries (other than QuikPlay and a Foreign Subsidiary, except to the extent provided in subsection (d) below) to cause, (i) all of its owned Real Properties and personal property located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole and reasonable discretion, all of its other owned Real Properties and personal property, (iii) all of its leased Real Properties located in the United States (other than immaterial leased properties) and (iv) all other assets and properties of Holdings and its Subsidiaries as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of Real Property (whether leased or owned), title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries (other than QuikPlay) of any Real Property located in the United States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Subsidiaries (other than QuikPlay) of any Real Property located in the United States for annual rent of $500,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries (other than QuikPlay) to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all times to a first priority, perfected Lien (subject only to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents.

If, subsequent to the Closing Date, a Loan Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within three Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Security Agreement.

All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with.

(c) Real Property Appraisals. If the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Group Company constituting Collateral, the Borrower shall provide to the Collateral Agent appraisals which satisfy the applicable requirements set forth in 12 C.F.R., Part 34—Subpart C or any successor or similar statute, rule, regulation, guideline or order, and which shall be in scope, form and substance, and from appraisers, reasonably satisfactory to the Required Lenders and shall be accompanied

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by a certification of the appraisal firm providing such appraisals that the appraisals comply with such requirements.

(d) Foreign Subsidiaries Security. If, following a change in the relevant Sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower acceptable to the Collateral Agent and the Required Lenders does not within 30 days after a request from the Collateral Agent or the Required Lenders deliver evidence, in form and substance mutually satisfactory to the Collateral Agent and the Borrower, with respect to any Foreign Subsidiary of Holdings which has not already had all of the Equity Interests issued by it pledged pursuant to the Pledge Agreement that (i) a pledge (A) of 65.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially identical to the Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially identical to the Pledge Agreement, in any such case would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for United States federal income tax purposes, then, (A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement, shall be pledged to the Collateral Agent for the benefit of the Finance Parties pursuant to the Pledge Agreement (or another pledge agreement in substantially identical form, if needed); (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Guaranty (or another guaranty in substantially identical form, if needed), guaranteeing the Senior Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially identical form, if needed), granting to the Collateral Agent, for the benefit of the Finance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Senior Obligations; and (D) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge Agreement (or another pledge agreement in substantially identical form, if needed), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary, in each case to the extent that entering into such Guaranty, Security Agreement or Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.12(d) to be in form, scope and substance reasonably satisfactory to the Collateral Agent and the Required Lenders.

(e) Each of Holdings and the Borrower agrees that each action required by this Section 6.12 shall be completed as soon as possible, but in no event later than 60 days after such action is either requested to be taken by the Collateral Agent or the Required Lenders or required to be taken by Holdings or any of its Subsidiaries pursuant to the terms of this Section 6.12.

Section 6.13 Contributions. Upon its receipt thereof or, in the event any cash proceeds referred to below are received by Holdings after 1 P.M. on any Business Day, within one Business Day after its received thereof, Holdings will contribute as a common equity contribution to the capital of the Borrower any cash proceeds received by Holdings after the Closing Date from any Asset Disposition, Casualty, Condemnation, Debt Issuance or Equity Issuance or any cash capital contributions received by Holdings after the Closing Date.

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Section 6.14 Corporate Governance. Beginning 180 days after the Closing Date, (a) the Management Committee of each of Holdings’ and the Borrower shall include at least two members who are “independent” as such term is defined by either the listing requirements of the New York Stock Exchange or the Nasdaq National Market, (b) no more than three members who are Affiliates of M&C International and/or officers of the Borrower or Holdings shall serve on the Management Committee of either Holdings or the Borrower and (c) the Management Committee of each of Holdings and the Borrower shall have appointed an audit committee, the majority of which shall be independent members of such Management Committee. Holdings’ and the Borrower’s agreements and arrangements related to corporate governance and Management Committee structure shall be satisfactory to the Administrative Agent.

ARTICLE VII

NEGATIVE COVENANTS

Each of Holdings and the Borrower agrees that so long as any Lender has any Commitment hereunder, any Senior Obligations or other amount payable hereunder or under any Note or other Senior Finance Document or any L/C Obligation remains unpaid or any Letter of Credit remains unexpired:

Section 7.01 Limitation on Indebtedness. None of the Group Companies will incur, create, assume or permit to exist any Indebtedness except:

(i) Indebtedness of the Loan Parties under this Agreement and the other Senior Finance Documents;

(ii) Indebtedness arising under the Senior Subordinated Indenture and the Senior Subordinated Notes (but not including any renewal, refinancing or extension thereof);

(iii) Capital Lease Obligations and Purchase Money Indebtedness of the Borrower and its Subsidiaries (other than GCA Finance) incurred after the Closing Date to finance Capital Expenditures permitted by Section 7.14; provided that (A) the aggregate amount of all such Indebtedness (together with refinancings thereof permitted by clause (iv) below) does not exceed $7,500,000 at any time outstanding; provided, however, that the aggregate amount of all such Indebtedness and the aggregate amount of all refinancings thereof permitted by clause (iv) below (exclusive of Acquired Capital Lease Obligations and Acquired Purchase Money Indebtedness) does not exceed $5,000,000 at any time outstanding, (B) the Indebtedness when incurred shall not be less than 80% or more than 100% of the lesser of the cost or fair market value as of the time of acquisition of the asset financed, (C) such Indebtedness is issued and any Liens securing such Indebtedness are created concurrently with, or within 90 days after, the acquisition of the asset financed and (D) no Lien securing such Indebtedness shall extend to or cover any property or asset of any Group Company other than the asset so financed;

(iv) Indebtedness of the Borrower or its Subsidiaries (other than GCA Finance) representing a refinancing, replacement or refunding of Indebtedness permitted by clause (iii) above or Indebtedness of the Borrower representing a refinancing, replacement or refunding of Indebtedness permitted by clause (ii) above; provided that (A) such Indebtedness (the “Refinancing Indebtedness”) is an original aggregate principal amount not greater than the aggregate principal amount of, and unpaid interest on, the Indebtedness being refinanced, replaced or refunded plus the amount of any premiums required to be paid thereon and fees and expense associated therewith, (B) such Refinancing Indebtedness has a later or equal final maturity and a larger or equal weighted average life than the Indebtedness being refinanced,

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replaced or refunded, (C) if the Indebtedness being refinanced, replaced or refunded is subordinated to the Senior Obligations, such Refinancing Indebtedness is subordinated to the Senior Obligations on terms no less favorable to the Lenders than the terms of the Indebtedness being refinanced, replaced or refunded, (D) the covenants, events of default and any Guaranty Obligations in respect thereof shall be no less favorable to the Lenders than those contained in the Indebtedness being refinanced, replaced or refunded and (E) at the time of, and after giving effect to, such refinancing, replacement or refunding, no Default or Event of Default shall have occurred and be continuing;

(v) Swap Obligations of the Borrower or any Subsidiary (other than GCA Finance) under Swap Agreements to the extent entered into after the Closing Date and provided that the aggregate notional amount of all Swap Agreements relating to such Swap Obligations shall not exceed $150,000,000 at any time outstanding to manage interest rate or foreign currency exchange rate risks and not for speculative purposes;

(vi) Indebtedness consisting of Guaranty Obligations (A) by the Borrower in respect of Indebtedness and leases permitted to be incurred by Wholly-Owned Domestic Subsidiaries of the Borrower (other than GCA Finance), (B) by Domestic Subsidiaries of the Borrower (other than GCA Finance) of Indebtedness and leases permitted to be incurred by the Borrower or Wholly-Owned Domestic Subsidiaries of the Borrower and (C) by Foreign Subsidiaries of the Borrower of Indebtedness and leases permitted to be incurred by Wholly-Owned Foreign Subsidiaries of the Borrower;

(vii) Indebtedness owing to the Borrower or a Subsidiary of the Borrower to the extent permitted by Section 7.06(a)(viii) or (ix);

(viii) unsecured Indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section 7.01 incurred after the Closing Date in an aggregate principal amount not to exceed $12,500,000 at any time outstanding; provided that (A) the credit documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to Holdings or any Subsidiary that are more restrictive than the covenants and default provisions contained in the Finance Documents, (B) no Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to such incurrence and (C) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect on a Pro-Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Group Company, the Loan Parties shall be in compliance with the financial covenants set forth in Section 7.18; and

(ix) Indebtedness arising solely out of the conversion of “vault cash” supplied pursuant to the Vault Cash Agreement for normal operating requirements of the automated teller machines of the Borrower covered by the Vault Cash Agreement (the “ATMs”) into Indebtedness of the Borrower by operation of Section XI.2.a. of the Vault Cash Agreement (or any successor provision), so long as the proceeds of such Indebtedness are used solely in the ATMs, as provided in Section IV.E of the Vault Cash Agreement and for no other purpose.

Section 7.02 Restriction on Liens. None of the Group Companies will create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including any Subsidiary of Holdings) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except Liens described in any of the following clauses (collectively, “Permitted Liens”):

(i) Liens created by the Collateral Documents;

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(ii) Liens (other than any Liens imposed by ERISA or pursuant to any Environmental Law) for taxes, assessments or governmental charges or levies not yet due or being contested in good faith and by appropriate proceedings diligently pursued for which adequate reserves (in the good faith judgment of the management of the Borrower) have been established in accordance with GAAP (and as to which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(iii) Liens imposed by law securing the charges, claims, demands or levies of landlords, carriers, warehousemen, mechanics, carriers and other like persons which were incurred in the ordinary course of business and which (A) do not, individually or in the aggregate, materially detract from the value of the property or assets which are the subject of such Lien or materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries or (B) which are being contested in good faith by appropriate proceedings diligently pursued, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to such Lien;

(iv) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 8.01; provided that no cash or other property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) the fair value of which exceeds $250,000 is deposited or delivered to secure any such judgment, decree or award, or any appeal bond in respect thereof;

(v) Liens (other than any Liens imposed by ERISA or pursuant to any Environmental Law) not securing Indebtedness or Swap Obligations incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and other similar obligations incurred in the ordinary course of business;

(vi) Liens securing obligations in respect of surety bonds (other than appeal bonds), bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business; provided that (A) in the case of Liens on cash and Cash Equivalents, the amount of all cash and Cash Equivalents subject to such Liens may at no time exceed $5,000,000 in the aggregate;

(vii) zoning restrictions, easements, rights of way, licenses, reservations, covenants, conditions, waivers, restrictions on the use of property or other minor encumbrances or irregularities of title not securing Indebtedness or Swap Obligations which do not, individually or in the aggregate, materially impair the use of any property in the operation or business of Holdings or any of its Subsidiaries or the value of such property for the purpose of such business;

(viii) (A) Liens securing Capital Lease Obligations permitted to be incurred under Section 7.01(iii) and refinancings or replacements thereof permitted to be incurred under Section 7.01(iv) and (B) Liens securing Purchase Money Indebtedness permitted to be incurred under Section 7.01(iii);

(ix) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event;

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(x) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event;

(xi) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in contemplation of such acquisition;

(xii) any Lien securing Refinancing Indebtedness in respect of any Indebtedness of the Borrower or any Subsidiary of the Borrower secured by any Lien permitted by clauses (ix), (x), (xi) or (xii) of this Section 7.02; provided that such Indebtedness is not secured by any additional assets;

(xiii) Liens arising from precautionary Uniform Commercial Code financing statements regarding, and any interest or title of a licensor, lessor or sublessor under, Operating Leases permitted by this Agreement;

(xiv) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, in each case incurred in the ordinary course of business; and

(xv) licenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of any Group Company.

Section 7.03 Nature of Business. None of the Group Companies will alter the character or conduct of the business conducted by such Person as of the Closing Date.

Section 7.04 Consolidation, Merger and Dissolution. Except in connection with an Asset Disposition permitted by the terms of Section 7.05, none of the Group Companies will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself or its affairs (or suffer any liquidations or dissolutions); provided that:

(i) any Wholly-Owned Domestic Subsidiary of the Borrower may merge with and into, or be voluntarily dissolved or liquidated into, the Borrower, so long as (A) the Borrower is the surviving corporation of such merger, dissolution or liquidation, (B) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in the assets of such Wholly-Owned Domestic Subsidiary so merged, dissolved or liquidated shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, dissolution or liquidation) and (C) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction;

(ii) any Wholly-Owned Domestic Subsidiary of the Borrower may merge with and into, or be voluntarily dissolved or liquidated into, any other Wholly-Owned Domestic Subsidiary of the Borrower (other than GCA Finance), so long as (A) the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in the assets of such Wholly-Owned Domestic Subsidiary so merged, dissolved or liquidated shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, dissolution or liquidation) and (B) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction;

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(iii) any Foreign Subsidiary of the Borrower may be merged with and into, or be voluntarily dissolved or liquidated into, the Borrower or any Wholly-Owned Subsidiary of the Borrower (other than GCA Finance), so long as (A) the Borrower or such Wholly-Owned Subsidiary, as the case may be, is the surviving corporation of any such merger, dissolution or liquidation and (B) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction;

(iv) the Borrower or any Subsidiary of the Borrower (other than GCA Finance) may merge with any Person (other than Holdings or any of its Subsidiaries) in connection with a Permitted Business Acquisition if (A) the Borrower or such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (B) the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Loan Parties to be in compliance with the terms of Section 6.12 after giving effect to such transactions, (C) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (D) the Borrower shall have delivered to the Administrative Agent a Pro-Forma Compliance Certificate demonstrating that, upon giving effect on a Pro-Forma Basis to such transaction, the Loan Parties will be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of such transaction and with respect to which the Administrative Agent has received the consolidated financial information required under Section 6.01(a) or (b) and the Compliance Certificate required by Section 6.02(b); and

(v) (A) the Borrower may merge with an Affiliate incorporated or organized in the United States of America, any state thereof or the District of Columbia solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits, provided that prior to and in connection with any such transaction, all conditions set forth in the proviso to the definition of “Permitted C-Corp. Reorganization” shall have been satisfied and (B) the Borrower and any of its Subsidiaries may reorganize pursuant to a Permitted C-Corp Reorganization such that the Borrower becomes classified as a corporation for federal and state tax purposes; provided that such transaction is solely for the purpose of such reincorporation or such reorganization and not for the purpose of evading this provision or any other provision of this Agreement or any other Finance Document.

In the case of any merger or consolidation permitted by this Section 7.04 of any Subsidiary of Holdings which is not a Loan Party into a Loan Party, the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Loan Parties to be in compliance with the terms of Section 6.12 after giving effect to such transaction.

Section 7.05 Asset Dispositions. None of the Group Companies will make any Asset Disposition; provided that:

(i) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business for fair value and on an arms’-length basis;

(ii) the Borrower or any of its Subsidiaries may make any Asset Disposition to the Borrower or any of the Subsidiary Guarantors (other than GCA Finance) if (A) the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent or the Collateral Agent may request so as to cause the Loan Parties to

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be in compliance with the terms of Section 6.12 after giving effect to such Asset Disposition and (B) after giving effect to such Asset Disposition, no Default or Event of Default exists;

(iii) the Borrower and its Subsidiaries may liquidate or sell Cash Equivalents;

(iv) the Borrower or any of its Subsidiaries may sell, lease, transfer, assign or otherwise dispose of assets (other than in connection with any Casualty or Condemnation) to any other Person to the extent that the aggregate Net Cash Proceeds from such sale, lease, transfer, assignment or other disposition, when combined with all other such dispositions previously made during any fiscal year, does not exceed $1,000,000 in the aggregate;

(v) any Wholly-Owned Domestic Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower, so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer);

(vi) any Wholly-Owned Domestic Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to any other Wholly-Owned Domestic Subsidiary of the Borrower (other than GCA Finance), so long as the security interests granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents in such assets shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, lease or other transfer);

(vii) any Foreign Subsidiary of the Borrower may sell, lease or otherwise transfer all or substantially all of its assets to the Borrower or any Wholly-Owned Subsidiary of the Borrower (other than GCA Finance); and

(viii) the Borrower or any of its Subsidiaries may make any other Asset Disposition; provided that (A) the consideration therefor is cash or Cash Equivalents; (B) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Group Company; (C) the aggregate net book value of all assets sold or otherwise disposed of by the Group Companies in all such transactions in reliance on this clause (viii) shall not exceed $2,000,000 in any fiscal year of the Borrower or $4,000,000 in the aggregate from and after the Closing Date; and (D) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction.

Upon consummation of an Asset Disposition permitted under this Section 7.05, the Administrative Agent shall (or shall cause the Collateral Agent to) (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent’s security interests, if any, in the assets being disposed of, including amendments or terminations of Uniform Commercial Code Financing Statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being disposed of in its entirety from all of its obligations, if any, under the Senior Finance Documents.

Section 7.06 Investments.

(a) Investments. None of the Group Companies will hold, make or acquire, any Investment in any Person, except the following:

(i) Investments existing on the date hereof in Persons which are Subsidiaries on the date hereof;

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(ii) the Borrower or any Domestic Subsidiary (other than GCA Finance) of the Borrower may invest in cash and Cash Equivalents;

(iii) the Borrower and any Subsidiary of the Borrower (other than GCA Finance) may acquire and hold receivables owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(iv) the Borrower and each Subsidiary (other than GCA Finance) may acquire and own Investments (including Indebtedness obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(v) loans and advances by the Borrower and its Subsidiaries (other than GCA Finance) to employees of the Borrower and its Subsidiaries (other than GCA Finance) for moving and travel and other similar expenses, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $500,000 at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances);

(vi) deposits by the Borrower or any of its Subsidiaries (other than GCA Finance) made in the ordinary course of business consistent with past practices to secure the performance of leases shall be permitted;

(vii) Holdings may make equity contributions to the capital of the Borrower;

(viii) the Borrower may make Investments in any of its Wholly-Owned Domestic Subsidiaries (other than GCA Finance) and any Subsidiary of the Borrower may make intercompany loans and advances to the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower (other than GCA Finance); provided that (A) each item of intercompany Indebtedness shall be evidenced by a promissory note in the form of Exhibit H hereto, (B) each promissory note evidencing intercompany loans and advances made by a Foreign Subsidiary or a non-Wholly-Owned Domestic Subsidiary to the Borrower or a Wholly-Owned Domestic Subsidiary of the Borrower shall contain the subordination provisions set forth in Exhibit I hereto and (C) each promissory note evidencing intercompany loans and advances (other than promissory notes held by Foreign Subsidiaries, except to the extent provided in Section 6.12(d)) shall be pledged to the Collateral Agent pursuant to the Pledge Agreement;

(ix) the Borrower and its Subsidiaries (other than GCA Finance) may make Investments in any Foreign Subsidiary or any non-Wholly-Owned Domestic Subsidiary of the Borrower (other than GCA Finance) (A) in the case of Investments by the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower, in an aggregate amount, when taken together with the aggregate consideration theretofore paid since the Closing Date by the Borrower and its Subsidiaries in respect of Permitted Business Acquisitions of Foreign Subsidiaries and non-Wholly-Owned Domestic Subsidiaries pursuant to clause (xii) below, not exceeding the Section 7.06(a)(ix) Amount for all such Investments occurring after the Closing Date, and (B) to the extent such Investments arise from the sale of inventory in the ordinary course of business by the Borrower or such Subsidiary to such Foreign Subsidiary or non-Wholly-Owned Domestic Subsidiary for resale by such Foreign Subsidiary or non-Wholly-Owned Domestic Subsidiary

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(including any such Investments resulting from the extension of the payment terms with respect to such sales); provided that (A) each item of intercompany Indebtedness shall be evidenced by a promissory note in the form of Exhibit H hereto and (B) each promissory note evidencing intercompany loans and advances (other than promissory notes (x) issued by Foreign Subsidiaries of the Borrower to the Borrower or any of its Domestic Subsidiaries or (y) held by Foreign Subsidiaries of the Borrower, in each case except to the extent provided in Section 6.12(d)) shall be pledged to the Collateral Agent pursuant to the Pledge Agreement;

(x) the Borrower and its Subsidiaries (other than GCA Finance) may make Investments in QuikPlay (A) in the case of Investments by the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower, in an aggregate amount (determined without regard to any write-downs or write-offs of any such Investments constituting Indebtedness) at any one time outstanding not exceeding $10,000,000 and (B) to the extent such Investments arise from the sale of inventory in the ordinary course of business by the Borrower or such Subsidiary to QuikPlay for resale by QuikPlay (including any such Investments resulting from the extension of the payment terms with respect to such sales); provided that (A) each item of intercompany Indebtedness shall be evidenced by a promissory note in the form of Exhibit H hereto and (B) each promissory note evidencing intercompany loans and advances shall be pledged to the Collateral Agent pursuant to the Pledge Agreement;

(xi) the Borrower and its Subsidiaries (other than GCA Finance) may purchase inventory, machinery and equipment in the ordinary course of business;

(xii) the Borrower and its Subsidiaries (other than GCA Finance) may make expenditures in respect of Permitted Business Acquisitions; and

(xiii) the Borrower and its Subsidiaries may make Investments which constitute Indebtedness incurred in accordance with Section 7.01(viii);

provided that no Group Company may make or own any Investment in Margin Stock.

(b) Asset Acquisitions. No Group Company will make any acquisition of assets outside the ordinary course of business; provided that the Borrower and its Subsidiaries (other than GCA Finance) may make Permitted Business Acquisitions.

(c) Joint Ventures and Similar Arrangements. No Group Company will enter into any joint venture or partnership agreement or arrangement or any other agreement or arrangement with any Person involving the sharing of profits or joint or coordinated purchasing or distribution.

(d) Limitation on the Creation of Subsidiaries. No Group Company will establish, create or acquire after the Closing Date any Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries (other than GCA Finance) shall be permitted to establish, create or acquire Subsidiaries so long as (i) at least 30 days’ prior written notice thereof is given to the Administrative Agent, (ii) the capital stock or other equity interests of such new Subsidiary (other than a Foreign Subsidiary, except to the extent otherwise required pursuant to Section 6.12(d)) is pledged pursuant to, and to the extent required by, the Pledge Agreement and the certificates representing such interests, together with transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary, except to the extent otherwise required pursuant to Section 6.12(d)) executes a counterpart of the Accession Agreement, the Guaranty, the Security Agreement and the Pledge Agreement as provided in Section 6.12(b), and (iv) such new Subsidiary, to the extent requested by the Administrative Agent, takes all other actions required pursuant to Section 6.12.

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Section 7.07 Restricted Payments, etc. None of the Group Companies will declare or pay any Restricted Payments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), except that:

(i) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower (other than GCA Finance);

(ii) the Borrower may make the Recapitalization Distribution; and

(iii) so long as no Default or Event of Default has occurred and is continuing, the Borrower may make payments of dividends, other distributions or other amounts for the purposes set forth in clauses (A) through (C) below:

(A) to Holdings in amounts equal to the amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Borrower, of up to $300,000 per fiscal year;

(B) (x) with respect to each taxable year (or portion thereof) of the Borrower (if the Borrower is not a Disregarded Entity) or Holdings (if the Borrower is a Disregarded Entity) in which each of the Borrower and Holdings qualifies as a Flow-Through Entity (each such taxable year or portion thereof, a “Tax Year”), to Holdings in an amount equal to the Permitted Tax Distributions; provided that in the case of the portion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular Tax Year, which portion of such Permitted Tax Distribution is attributable to a Flow-Through Entity that is not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the excess of (1) the aggregate actual cash distributions received by the Borrower or a Subsidiary from all Flow-Through Entities that are not Subsidiaries of the Borrower during the period commencing with the Closing Date and continuing to and including the last day of the Tax Year in respect of which such proposed Permitted Tax Distribution is being determined over (2) the aggregate amount of such cash distributions described in the immediately preceding clause (1) that (I) have already been taken into account for purposes of making a Permitted Tax Distribution previously made and which was attributable to a Flow-Through Entity that was not a Subsidiary at the time such Permitted Tax Distribution was made or (II) the Borrower previously used to make a Restricted Payment permitted by subsection (iii)(A) above, and (y) with respect to each taxable year (or portion thereof) of Holdings in which Holdings does not qualify as a Flow-Through Entity, to Holdings in amounts equal to amounts required for Holdings to pay Federal, state, local and foreign income taxes to the extent such income taxes are attributable to the taxable income of the Borrower and its Subsidiaries; or

(C) after a Qualifying IPO, to Holdings in amounts equal to amounts expended by Holdings to purchase, repurchase, redeem, retire or otherwise acquire for value Equity Interests of Holdings owned by employees, former employees, directors or former directors, consultants or former consultants of the Borrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or foreign consultants); provided, however, that the aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $1,000,000 per fiscal year of the Borrower, plus any amounts contributed by Holdings to the Borrower as a result of sales of shares of Equity

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Interests to employees, directors and consultants (not including any amounts received by Holdings in connection with the Recapitalization).

Section 7.08 Prepayments of Indebtedness, etc.

(a) Amendments of Indebtedness Agreements. None of the Group Companies will, or will permit any of their respective Subsidiaries to, after the issuance thereof, amend, waive or modify (or permit the amendment, waiver or modification of) any of the terms, agreements, covenants or conditions of or applicable to any Indebtedness (other than (A) the Senior Obligations and, (B) in the absence of any Default or Event of Default, (x) Indebtedness permitted by Section 7.01(iii), (y) refinancings or replacements of Capital Lease Obligations and Purchase Money Indebtedness permitted by Section 7.01(iv) and (z) Indebtedness permitted by Section 7.01(viii)) issued by such Group Company if such amendment, waiver or modification would add or change any terms, agreements, covenants or conditions in any manner materially adverse to any Group Company or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof. The Borrower will not amend, waive or modify (or permit the amendment, waiver or modification of) any of the terms, agreements, covenants or conditions of the Vault Cash Agreement if such amendment, waiver or modification would add or change any terms, agreements, covenants or conditions in any manner materially adverse to the Borrower.

(b) Prohibition Against Certain Payments of Principal and Interest of Other Indebtedness. Except as provided in subsection (c), none of the Group Companies will (i) directly or indirectly, redeem, purchase, prepay, retire, defease or otherwise acquire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness (other than (A) the Senior Obligations and, (B) in the absence of any Default or Event of Default, (x) Indebtedness permitted by Section 7.01(iii), (y) refinancings or replacements of Capital Lease Obligations and Purchase Money Indebtedness permitted by Section 7.01(iv) and (z) Indebtedness permitted by Section 7.01(viii)), or give any notice of any intent to do any of the foregoing or set aside any funds for such purpose, whether such redemption, purchase, prepayment, retirement or acquisition is made at the option of the maker or at the option of the holder thereof, and whether or not any such redemption, purchase, prepayment, retirement or acquisition is required under the terms and conditions applicable to such Indebtedness, (ii) make any interest payment in respect of the Senior Subordinated Notes or (iii) release, cancel, compromise or forgive in whole or in part any Indebtedness evidenced by any Intercompany Note.

(c) Certain Allowed Payments in Respect of Senior Subordinated Indebtedness. The Borrower and GCA Finance may make regularly scheduled interest payments as and when due in respect of the Senior Subordinated Notes other than any such payments prohibited by the subordination provisions thereof.

Section 7.09 Transactions with Affiliates. None of the Group Companies will engage in any transaction or series of transactions with (i) any officer, director, holder of any Equity Interest in or other Affiliate of Holdings, (ii) any Affiliate of any such officer, director, holder or Affiliate or (iii) any party in the Equity Investor Group or any officer, director, holder of any Equity Interest in or other Affiliate of the Equity Investor Group, other than:

(i) transfers of assets to any Loan Party other than Holdings or GCA Finance permitted by Section 7.05;

(ii) transactions expressly permitted by Section 7.01, Section 7.04, Section 7.06 or Section 7.07;

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(iii) normal compensation and reimbursement of reasonable expenses of officers and directors of the Borrower and its Subsidiaries;

(iv) other transactions with the Equity Investor Group and its Affiliates in existence on the Closing Date to the extent disclosed in Schedule 7.09;

(v) any transaction entered into among the Borrower and its Wholly-Owned Domestic Subsidiaries (other than GCA Finance) or among such Wholly-Owned Domestic Subsidiaries (other than GCA Finance);

(vi) transactions undertaken pursuant to (x) any management, employment, consulting or similar agreement or arrangement in existence on the Closing Date to the extent disclosed in Schedule 7.09 and (y) any amendment, renewal, supplement or modification thereof made after the Closing Date and consented to by the Administrative Agent (which consent shall not be unreasonably withheld); and

(vii) so long as no Default or Event of Default has occurred and is continuing, other transactions which are engaged in by the Borrower or any of its Subsidiaries in the ordinary course of its business on terms and conditions as favorable to such Person as would be obtainable by it in a comparable arms’-length transaction with an independent, unrelated third party. Except as expressly permitted by this Section 7.09, none of Holdings or any of its Subsidiaries will enter into any management, employment, consulting or similar agreement or arrangement with, or otherwise pay any professional, consulting, management or similar fees to or for the benefit of, the Equity Investor Group, any members of their families, any Affiliates of the Equity Investor Group or such family members, any director, officer or security holder of any of the foregoing, or any successor or transferee of any of the foregoing.

Section 7.10 Fiscal Year; Accounting; Organizational and Other Documents. None of the Group Companies will (i) change its fiscal year or its accounting policies or reporting practices, (ii) consent to any amendment, modification or supplement of any of the provisions of the Transaction Documents (other than the Senior Finance Documents), the Senior Subordinated Notes or any other documents establishing and setting forth the rights and terms of the Senior Subordinated Notes on the Closing Date or (iii) enter into any amendment, modification or waiver that is materially adverse in any respect to the Lenders to its articles or certificate of incorporation, bylaws (or analogous organizational documents) or any agreement entered into by it with respect to its Equity Interests (including the LLC Agreement), in each case as in effect on the Closing Date. The Borrower will cause the Group Companies to promptly provide the Lenders with copies of all amendments to the foregoing documents and instruments as in effect as of the Closing Date.

Section 7.11 Restrictions with Respect to Intercorporate Transfers. None of the Group Companies will create or otherwise cause or permit to exist any encumbrance or restriction which prohibits or otherwise restricts (i) the ability of any such Subsidiary to (A) make Restricted Payments or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (B) pay Indebtedness or other obligations owed to any Loan Party, (C) make loans or advances to the Borrower or any Subsidiary of the Borrower, (D) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (E) act as a Subsidiary Guarantor and pledge its assets pursuant to the Senior Finance Documents or any renewals, refinancings, exchanges, refundings or extensions thereof or (ii) the ability of Holdings or any Subsidiary of Holdings to create, incur, assume or permit to exist any Lien upon its property or assets whether now owned or hereafter acquired to secure the Senior Obligations, except in each case for prohibitions or restrictions existing under or by reason of:

(i) this Agreement, and the other Senior Finance Documents;

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(ii) applicable Law;

(iii) restrictions in effect on the date of this Agreement contained in the Senior Subordinated Note Indenture, as in effect on the date of this Agreement, and, if such Indebtedness is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced;

(iv) customary non-assignment provisions with respect to leases or licensing agreements entered into by the Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business and consistent with past practices;

(v) any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; and

(vi) Liens permitted under Section 7.02 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens.

Section 7.12 Ownership of Subsidiaries; Limitations on Holdings and the Borrower.

(a) Holdings and the Borrower will not (i) permit any Person or Persons (other than the Borrower or any Wholly-Owned Subsidiary of the Borrower) to own, individually or in the aggregate, 50% or more of the Equity Interests of any Subsidiary of the Borrower, (ii) permit any Subsidiary of the Borrower to issue Equity Interests to any Person, except (A) the Borrower or any Wholly-Owned Subsidiary of the Borrower (other than GCA Finance) or (B) to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests of Foreign Subsidiaries or (C) pro rata to its then existing equity holders or (iii) permit the Borrower or any Subsidiary of the Borrower to issue any shares of Preferred Stock.

(b) Holdings will not (i) hold any assets other than the Equity Interests of the Borrower, (ii) have any material liabilities other than (A) liabilities under the Senior Finance Documents and the Senior Subordinated Note Documents and (B) tax liabilities in the ordinary course of business or (iii) engage in any business or activity other than (A) owning the common Equity Interests of the Borrower (including purchasing additional common Equity Interests after the Closing Date) and activities incidental or related thereto or to the maintenance of the corporate existence of Holdings or compliance with applicable law, (B) acting as a Guarantor under the Guaranty Agreement and pledging its assets to the Collateral Agent, for the benefit of the Lenders, pursuant to the Collateral Documents to which it is a party and (C) acting as a guarantor in respect of the Indebtedness arising under the Senior Subordinated Note Indenture and the Senior Subordinated Notes.

(c) GCA Finance will not (i) hold any assets, (ii) have any material liabilities other than (A) liabilities under the Senior Finance Documents and the Senior Subordinated Note Documents or (iii) engage in any business or activity other than (A) activities incidental or related thereto or to the maintenance of the corporate existence of GCA Finance or compliance with applicable law, (B) acting as a Guarantor under the Guaranty Agreement and pledging its assets to the Collateral Agent, for the benefit

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of the Lenders, pursuant to the Collateral Documents to which it is a party and (C) acting as a co-issuer in respect of the Indebtedness arising under the Senior Subordinated Note Indenture and the Senior Subordinated Notes.

(d) Holdings and the Borrower will not permit any Person other than Holdings to hold any Equity Interests or Equity Equivalents of the Borrower.

Section 7.13 Sale and Leaseback Transactions. None of the Group Companies will directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease (whether an Operating Lease or a Capital Lease) of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which such Group Company has sold or transferred or is to sell or transfer to any other Person which is not a Group Company or (ii) which such Group Company intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by such Group Company to another Person which is not a Group Company in connection with such lease.

Section 7.14 Capital Expenditures.

(a) None of the Group Companies will make any Consolidated Capital Expenditures, except that during any of the fiscal years set forth below, the Borrower and its Subsidiaries (other than GCA Finance) may make Consolidated Capital Expenditures so long as the aggregate amount of such Consolidated Capital Expenditures does not exceed the amount indicated opposite such period; provided that the reference below to the 2004 fiscal year shall be to the year from the Closing Date to the last day of such fiscal year:

Period	Amount
2004	$	4,000,000
2005	$	4,000,000
2006	$	4,000,000
2007	$	5,000,000
2008	$	5,000,000
2009	$	5,000,000
2010	$	5,000,000

(b) Notwithstanding the foregoing, the Borrower and its Subsidiaries (other than GCA Finance) may make Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination under subsection (a) above) with the Net Cash Proceeds of Asset Dispositions, to the extent such Net Cash Proceeds are not required to be applied to repay Loans or cash collateralize Letter of Credit Liabilities pursuant to Section 2.09(b)(iii).

(c) The aggregate expenditures made by the Borrower and its Subsidiaries with respect to Permitted Business Acquisitions during any fiscal year or period which expenditures constitute Consolidated Capital Expenditures as defined herein shall for all purposes of this Agreement be included in any determination of Consolidated Capital Expenditures under this Section 7.14.

Section 7.15 Additional Negative Pledges. None of the Group Companies will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for an obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Senior Finance Documents and the Senior Subordinated Note Indenture and (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to

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Section 7.01(iii) or (iv) if any such restriction contained therein relates only to the asset or assets acquired in connection therewith.

Section 7.16 Impairment of Security Interests. None of the Group Companies will (i) take or omit to take any action which action or omission might or would materially impair the security interests in favor of the Collateral Agent with respect to the Collateral or (ii) grant to any Person (other than the Collateral Agent pursuant to the Collateral Documents) any interest whatsoever in the Collateral, except for Permitted Liens.

Section 7.17 Sales of Receivables. None of the Group Companies will sell with recourse, discount or otherwise sell or dispose of its accounts or notes receivables.

Section 7.18 Financial Covenants.

(a) Leverage Ratio. As of the close of business on any day on and after the Closing Date, the Leverage Ratio at such date will not be greater than the ratio set forth below opposite the period during which such date occurs:

Period	Ratio
Closing Date through March 31, 2004	5.75 to 1.0
April 1, 2004 through June 30, 2004	5.75 to 1.0
July 1, 2004 through September 30, 2004	5.75 to 1.0
October 1, 2004 through December 31, 2004	5.50 to 1.0
January 1, 2005 through March 31, 2005	5.50 to 1.0
April 1, 2005 through June 30, 2005	5.25 to 1.0
July 1, 2005 through September 30, 2005	5.25 to 1.0
October 1, 2005 through December 31, 2005	4.75 to 1.0
January 1, 2006 through March 31, 2006	4.75 to 1.0
April 1, 2006 through June 30, 2006	4.50 to 1.0
July 1, 2006 through September 30, 2006	4.50 to 1.0
October 1, 2006 through December 31, 2006	4.25 to 1.0
January 1, 2007 through March 31, 2007	4.25 to 1.0
April 1, 2007 through June 30, 2007	4.00 to 1.0
July 1, 2007 through September 30, 2007	4.00 to 1.0
October 1, 2007 through December 31, 2007	3.75 to 1.0
January 1, 2008 through March 31, 2008	3.75 to 1.0
April 1, 2008 and thereafter	3.50 to 1.0

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(b) Senior Leverage Ratio. As of the close of business on any day on and after the Closing Date, the Senior Leverage Ratio at such date will not be greater than the ratio set forth below opposite the period during which such date occurs:

Period	Ratio
Closing Date through March 31, 2004	3.25 to 1.0
April 1, 2004 through June 30, 2004	3.25 to 1.0
July 1, 2004 through September 30, 2004	3.25 to 1.0
October 1, 2004 through December 31, 2004	3.00 to 1.0
January 1, 2005 through March 31, 2005	3.00 to 1.0
April 1, 2005 through June 30, 2005	2.75 to 1.0
July 1, 2005 through September 30, 2005	2.75 to 1.0
October 1, 2005 through December 31, 2005	2.50 to 1.0
January 1, 2006 through March 31, 2006	2.50 to 1.0
April 1, 2006 through June 30, 2006	2.25 to 1.0
July 1, 2006 through September 30, 2006	2.25 to 1.0
October 1, 2006 and thereafter	2.00 to 1.0

(c) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of Holdings, in each case taken as a single accounting period, ending on a date set forth below will not be less than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
June 30, 2004	1.10 to 1.0
September 30, 2004	1.10 to 1.0
December 31, 2004	1.10 to 1.0
March 31, 2005 and for each June 30, September 30, December 31 and March 31 thereafter	1.20 to 1.0

Section 7.19 Independence of Covenants. All covenants contained herein shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or condition exists.

ARTICLE VIII

DEFAULTS

Section 8.01 Events of Default. An Event of Default shall exist upon the occurrence of any of the following specified events or conditions (each an “Event of Default”):

(a) Payment. Any Loan Party shall:

(i) default in the payment when due (whether by scheduled maturity, acceleration or otherwise) of any principal of any of the Loans or of any L/C Disbursement; or

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(ii) default, and such default shall continue for three or more Business Days, in the payment when due of any interest on the Loans, or of any fees or other amounts owing hereunder, under any of the other Senior Finance Documents or in connection herewith.

(b) Representations. Any representation, warranty or statement made or deemed to be made by any Loan Party herein, in any of the other Senior Finance Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made.

(c) Covenants. Any Loan Party shall:

(i) default in the due performance or observance of any term, covenant or agreement contained in Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.13 or Article VII;

(ii) default in the due performance or observance by it of any term, covenant or agreement contained in Article VI (other than those referred to in subsection (a), (b) or (c)(i) of this Section 8.01) and such default shall continue unremedied for a period of five Business Days after the earlier of an executive officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent; or

(iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsection (a), (b) or (c)(i) or (ii) of this Section 8.01) contained in this Agreement and such default shall continue unremedied for a period of 30 days after the earlier of an executive officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent.

(d) Other Finance Documents. (i) Any Loan Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Senior Finance Documents and such default shall continue unremedied for a period of 30 days after the earlier of an executive officer of a Loan Party becoming aware of such default or notice thereof given by the Administrative Agent, (ii) except pursuant to the terms thereof, any Senior Finance Document shall fail to be in full force and effect or any Loan Party shall so assert or (iii) except pursuant to the terms thereof, any Senior Finance Document shall fail to give the Administrative Agent, the Collateral Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby.

(e) Cross-Default.

(i) any Group Company (A) fails to make payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), regardless of amount, in respect of any Indebtedness or Guaranty Obligation (other than in respect of (x) Indebtedness outstanding under the Senior Finance Documents and (y) Swap Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition shall exist, under any agreement or instrument relating to any such Indebtedness or Guaranty Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness or Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Guaranty Obligation to become payable, or cash collateral in respect thereof to be demanded or (C) shall be required by the terms of such Indebtedness or Guaranty Obligation

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to offer to prepay or repurchase such Indebtedness or the primary Indebtedness underlying such Guaranty Obligation (or any portion thereof) prior to the stated maturity thereof; or

(ii) there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default under such Swap Agreement as to which any Group Company is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event (as so defined) as to which any Group Company is an Affected Party (as so defined), and, in either event, the Swap Termination Value owed by a Group Company as a result thereof is greater than the Threshold Amount; or

(iii) (A) an “Automatic Event of Default” or a “Notice Event of Default” (each as defined in the Vault Cash Agreement) or a similar event of default, as may be defined under any successor Vault Cash Agreement (beyond any applicable grace period), shall occur under the Vault Cash Agreement or (B) any Group Company fails to perform or observe any other condition or covenant, or any other event shall occur or condition shall exist, under the Vault Cash Agreement, if the effect of such failure, event or condition is to cause, or to permit a Vault Cash Provider or any of its agents, to terminate the Vault Cash Agreement or to retrieve cash from the ATMs.

(f) Insolvency Events. (i) Any Group Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any Debtor Relief Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing or (ii) an involuntary case or other proceeding shall be commenced against any Group Company seeking liquidation, reorganization or other relief with respect to it or its debts under any Debtor Relief Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days, or any order for relief shall be entered against any Group Company under the federal bankruptcy laws as now or hereafter in effect.

(g) Judgments. (i) One or more judgments, orders, decrees or arbitration awards is entered against any Group Company involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), as to any single or related series of transactions, incidents or conditions, in excess of the Threshold Amount (provided that, in calculating the aggregate liability for purposes of this Section 8.01(g), judgments, orders, decrees or arbitration awards arising out of the GameCash Litigation shall be excluded in the amount not to exceed $7,500,000 in the aggregate), and the same shall not have been discharged, vacated or stayed pending appeal within 30 days after the entry thereof, or any Group Company shall enter into any agreement to settle or compromise any pending or threatened litigation, as to any single or related series of claims, involving payment by any Group Company in excess of the Threshold Amount, or (ii) any non-monetary judgment, order or decree is entered against any Group Company which has or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.

(h) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of any Group Company or any ERISA Affiliate in an aggregate amount in

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excess of the Threshold Amount, or (ii) there shall exist an amount of Unfunded Liabilities, individually or in the aggregate, for all Plans (excluding for purposes of such computation any Plans with respect to which assets exceed benefit liabilities), in an aggregate amount in excess of the Threshold Amount.

(i) Guaranties. The Guaranty given by any Loan Party or any provision thereof shall, except pursuant to the terms thereof, cease to be in full force and effect, or any Guarantor thereunder or any Person acting by or on behalf of such guarantor shall deny or disaffirm such Guarantor’s obligations under such Guaranty.

(j) Impairment of Collateral. Any security interest purported to be created by any Collateral Document shall cease to be, or shall be asserted by any Group Company not to be, a valid, perfected, first-priority (except as otherwise expressly provided in this Agreement or such Collateral Document) security interest in the securities, assets or properties covered thereby, other than in respect of assets and properties which, individually and in the aggregate, are not material to the Group Companies taken as a whole or in respect of which the failure of the security interests in respect thereof to be valid, perfected first priority (except as otherwise expressly provided in this Agreement or such Collateral Document) security interests will not in the reasonable judgment of the Administrative Agent or the Required Lenders have a Material Adverse Effect on the rights and benefits of the Lenders under the Senior Finance Documents taken as a whole;

(k) Ownership. A Change of Control shall occur.

(l) Subordinated Indebtedness. (i) Any Governmental Authority with applicable jurisdiction determines that the Lenders are not holders of Senior Indebtedness (as defined in the Senior Subordinated Note Indenture) or (ii) the subordination provisions creating any Subordinated Indebtedness shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable as to any holder of such Subordinated Indebtedness.

(m) Gaming Contract. Any of the following shall occur:

(i) any Gaming Contract is not in full force and effect;

(ii) any Loan Party shall have breached, on one or more occasions, its obligations under any Gaming Contract; or

(iii) any Gaming Contract shall be amended in any manner that is materially adverse to the Loan Party which is a party thereto;

and such Gaming Contract(s) individually or in the aggregate, represented 10% or more of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower and its Consolidated Subsidiaries most recently then ended.

(n) Intellectual Property Licenses. Any of the Intellectual Property Licenses ceases to be in full force and effect, is amended, or any party thereto is in breach of its obligations thereunder.

(o) Gaming Licenses. Any material Gaming License is revoked, suspended, expired (without previous or concurrent renewal) or lost for more than 30 days other than as a result of any Asset Disposition made in accordance with Section 7.05 or any voluntary relinquishment that is, in the reasonable judgment of the Borrower, both desirable in the conduct of the business of the Borrower and its Subsidiaries and not disadvantageous to the Lenders in any material respect.

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Section 8.02 Acceleration; Remedies. Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required Lenders (or the Lenders as may be required pursuant to Section 10.01), the Administrative Agent (or the Collateral Agent, as applicable) shall, upon the request and direction of the Required Lenders, by written notice to the Borrower, take any of the following actions without prejudice to the rights of the Agents or any Lender to enforce its claims against the Loan Parties except as otherwise specifically provided for herein:

(a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, any reimbursement obligations arising from drawings under Letters of Credit and any and all other indebtedness or obligations of any and every kind owing by a Loan Party to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties.

(c) Cash Collateral. Direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or, to the extent permitted by applicable law, upon the occurrence of an Event of Default under Section 8.01(f), it will immediately pay) to the Collateral Agent additional cash, to be held by the Collateral Agent, for the benefit of the Lenders, in a cash collateral account as additional security for the L/C Obligations in respect of subsequent drawings under all then outstanding Letters of Credit in an amount equal to 105% of the maximum aggregate amount which may be drawn under all Letters of Credits then outstanding.

(d) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Loan Parties.

Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting

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pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Section 8.03 Allocation of Payments After Event of Default.

(a) Priority of Distributions. Each Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of its Senior Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of Sections 2.09(b) and 2.14, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts outstanding under any of the Senior Finance Documents or any Swap Agreement or in respect of the Collateral shall be paid over or delivered as follows:

FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

SECOND, to pay interest on and then principal of any Swing Line Loan;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral;

FOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in its capacity as such) in connection with enforcing its rights under the Senior Finance Documents or otherwise with respect to the Senior Obligations owing to such Lender and (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor;

FIFTH, to the payment of all of the Senior Obligations consisting of accrued fees and interest;

SIXTH, except as set forth in clauses FIRST through FIFTH above, to the payment of the outstanding Senior Obligations and Swap Obligations owing to any Finance Party, pro-rata, as set forth below, with (i) an amount equal to the Senior Obligations being paid to the Collateral Agent (in the case of Senior Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Obligations, or, if the proceeds are insufficient to pay in full all Senior Obligations, its Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or,

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if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro-Rata Share of the amount remaining to be distributed; and

SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro-Rata Share of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause “SIXTH” above in the manner provided in this Section 8.03.

(b) Pro-Rata Treatment. For purposes of this Section 8.03, “Pro-Rata Share” means, when calculating a Finance Party’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Finance Party’s Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be. When payments to the Finance Parties are based upon their respective Pro-Rata Shares, the amounts received by such Finance Parties hereunder shall be applied (for purposes of making determinations under this Section 8.03 only) (i) first, to their Senior Obligations and (ii) second, to their Swap Obligations. If any payment to any Finance Party of its Pro-Rata Share of any distribution would result in overpayment to such Finance Party, such excess amount shall instead be distributed in respect of the unpaid Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be, of the other Finance Parties, with each Finance Party whose Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be, of such Finance Party and the denominator of which is the unpaid Senior Obligations, Swap Obligations or Secondary Obligations, as the case may be, of all Finance Parties entitled to such distribution.

(c) Distributions with Respect to Letters of Credit. Each of the Finance Parties agrees and acknowledges that if (after all outstanding Loans and all L/C Obligations with respect to Letters of Credit have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Credit Agreement, such amounts shall be deposited in the L/C Cash Collateral Account as cash security for the repayment of Senior Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall be applied to the remaining Senior Obligations of the Lenders. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and distributed in accordance with Section 8.03(a) hereof.

(d) Reliance by Collateral Agent. For purposes of applying payments received in accordance with this Section 8.03, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) the Representative, if any, for the Swap Creditors for a determination (which the Administrative Agent, each Representative for any Swap Creditor and the Finance Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Senior Obligations, Swap Obligations and Secondary Obligations owed to the Agents, the Lenders or the Swap Creditors, as the case may be. Unless it has actual knowledge (including by way of

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written notice from an Agent, a Lender or a Swap Creditor) to the contrary, each of the Administrative Agent and each Representative for any Swap Creditor, in furnishing information pursuant to the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has actual knowledge (including by way of written notice from a Swap Creditor or any Representatives thereof) to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Swap Agreements are in existence.

ARTICLE IX

AGENCY PROVISIONS

Section 9.01 Appointment and Authorization of the Administrative Agent.

(a) Appointment. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Senior Finance Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Senior Finance Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Senior Finance Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Senior Finance Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Senior Finance Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) L/C Issuers. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Section 9.02 Delegation of Duties. The Administrative Agent may execute any of its duties hereunder or under the other Senior Finance Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in the absence of gross negligence or willful misconduct.

Section 9.03 Exculpatory Provisions. No Agent-Related Person shall be (i) liable for any action lawfully taken or omitted to be taken by any of them under or in connection herewith or in connection with any of the other Senior Finance Documents or the transactions contemplated hereby or thereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein) or (ii) responsible in any manner to any of the Lenders or participants for any recitals, statements, representations or warranties made by any of the Loan Parties contained herein or in any of the other Senior Finance Documents or in any certificate, report, document, financial statement or other

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written or oral statement referred to or provided for in, or received by an Agent under or in connection herewith or in connection with the other Senior Finance Documents, or enforceability or sufficiency therefor of any of the other Senior Finance Documents, or for any failure of any Loan Party to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Loan Parties or any Affiliate thereof.

Section 9.04 Reliance on Communications.

(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Senior Finance Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Senior Finance Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06 Credit Decision; Disclosure of Information by Administrative Agent; No Reliance on Arranger’s or Agents’ Customer Identification Program.

(a) Independent Credit Decision. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent

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hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Senior Finance Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

(b) US Patriot Act Customer Identification Programs. Each Lender acknowledges and agrees that neither such Lender nor any of its Affiliates, participants or assignees may rely on the Arranger or any Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program or other obligations required or imposed under or pursuant to the U.S. Patriot Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or agents, the Senior Finance Documents or the transactions hereunder or contemplated hereby: (i) any identification procedures; (ii) and recordkeeping; (iii) comparisons with government lists, (iv) customer notices; or (v) other procedures required under the CIP regulations or such other Laws.

Section 9.07 Indemnification. Whether or not the transactions contemplated hereby are consummated, the Lenders agree to indemnify each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of the Borrower and the other Loan Parties to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans and Participation Interests of the Lenders), from and against any and all Indemnified Liabilities which may at any time (including without limitation at any time following payment in full of the Senior Obligations) be imposed on, incurred by or asserted against any Agent-Related Person; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Person’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Senior Finance Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for

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such expenses by or on behalf of the Borrower. The agreements in this Section 9.07 shall survive the payment of the Senior Obligations and all other obligations and amounts payable hereunder and under the other Senior Finance Documents and the resignation of the Administrative Agent.

Section 9.08 Administrative Agent in Its Individual Capacity. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

Section 9.09 Successor Agents. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, with a copy to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Finance Obligations that are owing and unpaid and to file such other documents as may be necessary or

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advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11 Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent or the Collateral Agent, as the case may be, at its option and in its discretion:

(i) to release any Lien on any property granted to or held by the Administrative Agent under any Finance Document (A) upon termination of the Commitments and payment in full of all Senior Finance Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Senior Finance Document or (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Senior Finance Document to the holder of any Lien on such property that is permitted by Section 7.02; and

(iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11.

Section 9.12 Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any

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fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13 Agents’ Fees; Arranger Fee. The Borrower shall pay to the Administrative Agent for its own account, to the Collateral Agent for its own account and to the Arranger, in its capacity as Arranger, for its own account, fees in the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent, the Collateral Agent and the Arranger, respectively, in each case with respect to this Agreement, the other Senior Finance Documents and the transactions contemplated hereby and thereby.

ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments, Etc.

(a) Amendments Generally. No amendment or waiver of any provision of this Agreement or any other Senior Finance Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (x) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Senior Finance Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall:

(i) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;

(ii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(iii) postpone any date fixed by this Agreement or any other Senior Finance Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or reduction of the Commitments hereunder or under any other Senior Finance Document without the written consent of each Lender directly affected thereby;

(iv) forgive or reduce the principal of, or the rate of interest specified herein on, any Loan or unreimbursed L/C Disbursement, or (subject to subsection (B) below) any fees or other amounts payable hereunder or under any other Senior Finance Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the amount of a default rate set forth in the third sentence of Section 2.05(f), the penultimate sentence of Section 2.05(g), the last sentence of subsections (b) and (c) of Section 2.06, or in Section 2.06(e) or 2.11(b)(iv), or to waive any obligation of the Borrower to pay interest at such default rate;

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(v) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(vi) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(vii) release the Borrower or substantially all of the other Loan Parties from its or their obligations under the Senior Finance Documents, without the written consent of each Lender (provided that the Administrative Agent may, without the consent of any other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05);

(viii) release all or substantially all of the Collateral securing the Senior Obligations hereunder, without the written consent of each Lender (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.05 or released in compliance with Section 9.11(i));

(ix) effect any waiver of the conditions to funding any Revolving Loan or to issuing any Letter of Credit in each case after the Closing Date, without the prior written consent of Lenders having in the aggregate at least a majority of the outstanding principal amount of Revolving Loans, L/C Obligations and unused Revolving Credit Commitments;

(x) effect any waiver, amendment or modification of Section 7.08(a) with respect to the subordination provisions of any Indebtedness, without the prior written consent of each Lender;

(xi) (A) affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Request relating to any Letter of Credit issued or to be issued by it, without the prior written consent of the L/C Issuer; (B) affect the rights or duties of the Swing Line Lender under this Agreement, without the prior written consent of the Swing Line Lender; or (C) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, without the prior written consent of the Administrative Agent;

(xii) effect any amendment, modification or waiver of Section 10.07(h) without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;

(xiii) amend the definition of “Interest Period” to permit any Interest Period with a duration longer than six months, without the prior written consent of each affected Lender; and

(xiv) without the consent of the Required Revolving Lenders, waive any condition set forth in Section 4.02, including as a result of any waiver (or amendment having the effect of curing or waiving) any Default or Event of Default.

(b) Engagement Letter Amendment; Defaulting Lenders. Notwithstanding anything to the contrary herein, (i) the Engagement Letter may be amended, or rights and privileges thereunder waived, in a writing executed only by the parties thereto and (ii) no Defaulting Lender shall have any

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right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

(c) Payment Blockage Notices. Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Senior Subordinated Note Indenture), shall reside solely with the Administrative Agent, and the Administrative Agent shall deliver such Payment Blockage Notice, only upon the direction of the Required Lenders.

(d) Proceedings Under Debtor Relief Laws. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Section 10.02 Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent or an L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, such L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent, the L/C Issuer, and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Senior Finance Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to requirements of Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a

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manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c) Limited Use of Electronic Mail. Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in Section 6.01, and to distribute Senior Finance Documents for execution by the parties thereto, and may not be used for any other purpose.

(d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower or any other Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (subject to the limitation set forth in Section 4.01(s)) (i) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Finance Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Borrower shall not be required to pay Attorney Costs of more than one counsel to the Administrative Agent and a single local or special counsel in each applicable jurisdiction, and (ii) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Finance Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Finance Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all Senior Obligations.

Section 10.05 Indemnification. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, trustees, officers, employees, counsel, advisors, agents and attorneys-in-fact and their respective successors and assigns (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions,

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judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Finance Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Senior Finance Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Finance Obligations

Section 10.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Section 10.07 Successors and Assigns.

(a) Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the

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restrictions of subsection (f) or (i) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Loans, its Notes, its Commitments and any Participation Interest in Letters of Credit and Swingline Loans held by it); provided, however, that:

(i) except in the case of an assignment to another Lender, an Affiliate of an existing Lender or any Approved Fund (A) the aggregate amount of the Revolving Commitment of the assigning Lender subject to such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not, without the consent of the Administrative Agent be less than $5,000,000 and an integral multiple of $1,000,000 (or such lesser amount as shall equal the assigning Lender’s entire Revolving Commitment), (B) the aggregate amount of any Term B Loans of an assigning Lender subject to each such assignments (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not, without the consent of the Administrative Agent be less than $1,000,000, and an integral multiple thereof (or such lesser amount as shall equal the assigning Lender’s entire Term B Loans owing to it) and (C) after giving effect to such assignment, the aggregate amount of the Revolving Commitment of and Term B Loans at the time owing to the assigning Lender shall not, without the consent of the Borrower if no Event of Default has occurred and is continuing, be less than $1,000,000 (unless the assigning Lender shall have assigned its entire Revolving Commitment and all the Term B Loans at the time owing it pursuant to such assignment or assignments otherwise complying with this Section 10.07 executed substantially simultaneously with such assignment);

(ii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all rights and obligations in respect of a particular Class of Commitments under this Agreement and the other Senior Finance Documents;

(iii) the parties to such assignment shall execute and deliver to the Administrative Agent and, only with respect to any assignment of all or a portion of the Revolving Committed Amount, the L/C Issuers for their acceptance an Assignment and Assumption in the form of Exhibit C, together with any Note subject to such assignment and a processing fee of $3,500, payable or agreed between the assigning Lender and the assignee; and

(iv) if applicable, the assignee shall deliver to the Administrative Agent the information referred to in Section 10.19(b).

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment

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and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall, unless and until the acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon receipt of the assignment made in compliance with subsection (b) of this Section and other information contemplated by subsection (b) of this Section, the Administrative Agent shall record each such assignment in the Register. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitation on Certain Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

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(f) Other Assignments. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Certain Definitions. As used herein, the following terms have the following meanings:

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any other Person (other than a natural Person) approved by (A) the Administrative Agent and (B) in the case of any assignment of a Revolving Commitment, (1) the L/C Issuers and (2) unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction, (y) the assignment is being made to such person by an Agent on or prior to the Syndication Date or (z) an Event of Default has occurred and is continuing at the time any assignment is effected pursuant to Section 10.07(b), the Borrower (each such approval not to be unreasonably withheld or delayed and any such approval required of the Borrower to be deemed given by the Borrower if no objection from the Borrower is received by the assigning Lender and the Administrative Agent within five Business Days after notice of such proposed assignment has been provided by the assigning Lender to the Borrower); provided, however, that none of Holdings and its Affiliates shall qualify as Eligible Assignees; and provided, further, that no Person shall be an Eligible Assignee if such Person appears on the list of Specially Designated Nationals and Blocked Persons prepared by the U.S. Treasury Department’s Office of Foreign Assets Control or the purchase by such Person of an assignment or the performance by any Agent of its duties under the Senior Finance Documents with respect to such Person violates or would violate any Anti-Terrorism Law.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

(h) Other Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Finance Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement

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shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guaranty or credit or liquidity enhancement to such SPC who shall then be deemed to be subject to Section 10.08 and shall execute and deliver any agreements respecting the confidentiality of such non-public information which are, in such SPC’s judgment, necessary or appropriate to evidence such rating agency’s, dealer’s or provider’s compliance with the provisions of Section 10.08.

(i) Pledge by Funds. Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note or Notes, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, no such pledge shall release the pledging Lender from any of its obligations under the Senior Finance Documents or substitute such trustee for such Lender as a party hereto.

(j) Certain Assignments by Bank of America. Notwithstanding anything to the contrary contained herein, Bank of America may, (i) upon 45 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 45 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or purchase Participation Interests in Letters of Credit and L/C Obligations pursuant to Section 2.05(e)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or Purchase Participation Interests in outstanding Swing Line Loans pursuant to Section 2.01(c)(vi).

Section 10.08 Confidentiality and Disclosure. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, trustees, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) purporting to have jurisdiction over the Administrative Agent or such Lender, as the case may be; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (iv) to any other party to this Agreement; (v) in connection with the exercise of any remedies hereunder or under any other Senior Finance Document or any action or proceeding relating to this Agreement or any other Senior Finance Document or the enforcement of rights hereunder or thereunder; (vi) subject to an

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agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (vii) with the consent of the Borrower; or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party, provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense. In addition, the Administrative Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

Section 10.09 Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender (and each of its Affiliates) is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of such rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or specific) and any other indebtedness at any time held or owing by such Lender (including, without limitation, branches, agencies or Affiliates of such Lender wherever located) to or for the credit or the account of any Loan Party against obligations and liabilities of such Loan Party to the Lenders hereunder, under the Notes, under the other Senior Finance Documents or otherwise, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Loan Parties hereby agree that to the extent permitted by law any Person purchasing a participation in the Loans, Commitments and L/C Obligations hereunder pursuant to Section 2.01(c), 2.05(d), 2.13 or 10.07(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder and any such set-off shall reduce the amount owed by such Loan Party to the Lender.

Section 10.10 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be charged or contracted for, charged or otherwise received by the Lender holding such Loan in accordance with applicable law, the rate of

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interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.10, shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such Lender shall have received such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of payment.

Section 10.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart by facsimile shall be effective as an original executed counterpart and shall be deemed a representation that the original executed counterpart will be delivered.

Section 10.12 Integration. This Agreement, together with the other Finance Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Senior Finance Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Senior Finance Document shall not be deemed a conflict with this Agreement. Each Senior Finance Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Senior Finance Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14 Severability. If any provision of this Agreement or the other Senior Finance Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Senior Finance Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15 Tax Forms.

(a) Certain Provisions Pertinent to Foreign Lenders.

(i) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an

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assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

(ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Senior Finance Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

(iii) No Borrower shall be required to pay any additional amount to any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a); provided that if such Lender shall have satisfied the requirement of this Section 10.15(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Senior Finance Documents, nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Senior Finance Documents is not subject to withholding or is subject to withholding at a reduced rate; and provided, further, that if the L/C Issuer shall issue, amend or extend any Letter

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of Credit from a branch or other office in any jurisdiction at the request of (or with the consent of) the Borrower and the L/C Issuer shall not be lawfully able or entitled to satisfy the requirements of this Section 10.15(a) at the time of issuance, amendment or extension of any Letter of Credit by reason of the selection of such branch or office in such jurisdiction, nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 owing to the L/C Issuer.

(iv) The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Senior Finance Documents with respect to which the Borrower is not required to pay additional amounts under this Section 10.15(a).

(b) Certain Provisions Pertinent to US Lenders. Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

(c) Lender Indemnification. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Aggregate Commitments, repayment of all other Senior Obligations hereunder and the resignation of the Administrative Agent.

Section 10.16 Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 10.17 Governing Law; Submission to Jurisdiction.

(a) THIS AGREEMENT AND THE OTHER FINANCE DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER SENIOR FINANCE DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, (i) THE RULES OF THE “INTERNATIONAL STANDBY PRACTICES 1998” PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE (OR SUCH LATER VERSION THEREOF AS MAY BE IN EFFECT AT THE TIME OF ISSUANCE) AND (ii) THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500 (OR SUCH LATER VERSION THEREOF AS MAY BE IN EFFECT AT THE TIME OF ISSUANCE) AND, AS TO MATTERS NOT GOVERNED BY SUCH RULES REFERRED TO IN THE FOREGOING CLAUSES (i) AND (ii), THE INTERNAL LAWS OF

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THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

(b) Any legal action or proceeding with respect to this Agreement or any other Senior Finance Document may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of Holdings and the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditional, the nonexclusive jurisdiction of such courts. Each of Holdings and the Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum.

(c) Each of Holdings and the Borrower hereby irrevocably appoints C.T. Corporation System its authorized agent to accept and acknowledge service of any and all process which may be served in any suit, action or proceeding of the nature referred to in this Section 10.17 and consents to process being served in any such suit, action or proceeding upon C.T. Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to Holdings’ or the Borrower’s address referred to in Section 10.02, as the case may be. Each of Holdings and the Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 10.17 shall affect the right of any Lender to serve process in any manner permitted by law or limit the right of any Lender to bring proceedings against Holdings or the Borrower in the courts of any jurisdiction or jurisdictions.

Section 10.18 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY SENIOR FINANCE DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY SENIOR FINANCE DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.19 USA Patriot Act Notice; Lenders’ Compliance Certification.

(a) Notice to Borrower. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Holdings and the Borrower that pursuant to the requirements of the US Patriot Act it is required to obtain, verify and record information that identifies each of Holdings and the Borrower, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each such Loan Party in accordance with the Act.

(b) Lenders’ Certification. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States or a State thereof (and is not excepted from the

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certification requirement contained in Section 313 of the U.S. Patriot Act and the applicable regulations because it is both (i) an Affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country and (ii) subject to supervision by a banking regulatory authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the U.S. Patriot Act and the applicable regulations thereunder: (i) within 10 days after the Closing Date or, if later, the date such Lender, assignee or participant of a Lender becomes a Lender, assignee or participant of a Lender hereunder and (ii) at such other times as are required under the U.S. Patriot Act.

Section 10.20 Defaulting Lenders. Each Lender understands and agrees that if such Lender is a Defaulting Lender then, notwithstanding the provisions of Section 10.01, it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter requiring the consent of all the Lenders adversely affected thereby; provided, however, that all other benefits and obligations under the Senior Finance Documents shall apply to such Defaulting Lender, except as provided in Section 2.03(e).

Section 10.21 Binding Effect. This Agreement shall become effective at such time when it shall have been executed by Holdings, the Borrower, and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Agreement shall be binding upon and inure to the benefit of Holdings, the Borrower, the Administrative Agent and each Lender and their respective successors and assigns; provided, however, unless the conditions set forth in Section 4.01 have been satisfied by the Loan Parties or waived by the Lenders on or before March 15, 2004, none of Holdings, the Borrower, the Administrative Agent or the Lenders shall have any obligations under this Agreement.

Section 10.22 Conflict. To the extent that there is a conflict or inconsistency between any provision hereof, on the one hand, and any provision of any other Senior Finance Document, on the other hand, this Agreement shall control.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GCA HOLDINGS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
GCA Holdings, L.L.C.
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
Global Cash Access, L.L.C.
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

[Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/    GINA MEADOR
Name:	Gina Meador
Title:	Vice President
Bank of America, N.A.
CA9-706-17-54
555 South Flower Street, 17th Floor
Los Angeles, California 90071
Attn: Gina Meador
Telephone: (213) 345-1302
Fax: (415) 503-5069

BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and a Lender
By:	/s/    JUSTIN LIEN
Name:	Justin Lien
Title:	Vice President
Bank of America, N.A.
CA9-703-19-23
333 South Beaudry Avenue
Los Angeles, California 90017
Attn: Justin Lien
Telephone: (213) 345-1201
Fax: (213) 345-1213

[Credit Agreement]

KZH SOLEIL LLC, as Lender
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH SOLEIL LLC
c/o JPMorgan Chase Bank
4 MetroTech Center — 10th Floor
Brooklyn, NY 11245
Attn: Virginia Conway
Telephone: (718) 242-4932
Fax: (718) 242-6220

[Credit Agreement]

KZH STERLING LLC, as Lender
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH STERLING LLC
c/o JPMorgan Chase Bank
4 MetroTech Center — 10th Floor
Brooklyn, NY 11245
Attn: Virginia Conway
Telephone: (718) 242-4932
Fax: (718) 242-6220

[Credit Agreement]

KZH SOLEIL-2 LLC, as Lender
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH SOLEIL-2 LLC
c/o JPMorgan Chase Bank
4 MetroTech Center — 10th Floor
Brooklyn, NY 11245
Attn: Virginia Conway
Telephone: (718) 242-4932
Fax: (718) 242-6220

[Credit Agreement]

KZH CRESCENT-3 LLC, as Lender
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH CRESCENT-3 LLC
c/o JPMorgan Chase Bank
4 MetroTech Center — 10th Floor
Brooklyn, NY 11245
Attn: Virginia Conway
Telephone: (718) 242-4932
Fax: (718) 242-6220

[Credit Agreement]

KZH CYPRESSTREE-1 LLC, as Lender
By:	/s/    HI HUA
Name:	Hi Hua
Title:	Authorized Agent
KZH CYPRESSTREE-1 LLC
c/o JPMorgan Chase Bank
4 MetroTech Center — 10th Floor
Brooklyn, NY 11245
Attn: Virginia Conway
Telephone: (718) 242-4932
Fax: (718) 242-6220

[Credit Agreement]

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of April 27, 2004 (this “Amendment”) among GCA HOLDINGS, L.L.C., a Delaware limited liability company that shall, as of the Amendment and Assumption Effective Date referred to below, be converted into a Delaware corporation named GCA HOLDINGS, INC. (“Holdings”), GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

Holdings, the Borrower, the Lenders, Bank of America, N.A, as Lender and as L/C Issuer, and the Administrative Agent are parties to a Credit Agreement dated as of March 10, 2004 (the “Credit Agreement”).

Holdings has advised the Lenders that it will be converted from a limited liability company to a corporation pursuant to Section 265 of the Delaware General Corporation Law and Section 18-216 of the Delaware Limited Liability Company Act (the “Conversion”) and that one Business Day prior to the Conversion, M&C International intends to (a) reconstitute a portion of Holdings’ common Equity Interests held by it into newly-authorized preferred Equity Interests of Holdings (having rights and preferences to be set forth in the LLC Agreement), which preferred Equity Interests will represent 55% of the Equity Interests of Holdings on a fully-diluted basis and (b) sell such preferred Equity Interests to one or more Affiliates of Summit Partners, L.P. and to certain other unrelated investors (the transactions described in the foregoing sentence are referred to herein as the “Summit Equity Investment”). Upon consummation of the Summit Equity Investment, the Summit Investors (as hereinafter defined) will own at least 35% (but in no event more than 50%) of the Equity Interests of Holdings on a fully-diluted basis and M&C International will own 40.01% of the Equity Interests of Holdings on a fully-diluted basis.

Holdings has further advised the Lenders that following the Amendment and Assumption Effective Date (as defined below) and in connection with the Summit Equity Investment, the Borrower may be converted from a limited liability company to a corporation pursuant to and in accordance with the requirements of the definition of “Permitted C-Corp Reorganization” in the Credit Agreement.

In connection with the Conversion and the Summit Equity Investment, 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. Accordingly, Holdings, the Borrower and the Lenders signatory hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions; Amendments to the Defined Terms. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement have the same meanings when used in this Amendment.

(a) Subject to the conditions and on the terms set forth herein, and in reliance on the representations and warranties of the Borrower contained herein, as of the Amendment Effective Date, the following definitions are added to Section 1.01 of the Credit Agreement in the correct alphabetical order:

“Amendment” has the meaning set forth in the preamble of Amendment No. 1, dated as of April 27, 2004, to this Agreement.

“Conversion” has the meaning set forth in the recitals of Amendment No. 1, dated as of April 27, 2004, to this Agreement.

“Certificate of Incorporation” means the Certificate of Incorporation of Holdings that sets forth the rights and preferences of the Class A Preferred Stock, par value $.01 per share, the Class B Preferred Stock, par value $0.01 per share, the Class A Common Stock, par value $.01 per share and the Class B Common Stock, par value $0.01 per share, as the same may be amended, modified or supplemented form time to time in accordance with the provisions thereof and of this Agreement.

“Summit Equity Investment” has the meaning set forth in the recitals of the Amendment No. 1, dated as of April 27, 2004, to this Agreement.

“Summit Equity Investment Documents” means the Securities Purchase and Exchange Agreement, dated as of April 21, 2004, among Holdings, M&C International, the Summit Investors and the other purchasers named therein, including all exhibits and schedules thereto, the Certificate of Incorporation, the Stockholders Agreement and all other agreements, documents and instruments relating to the Summit Equity Investment, in each case as the same may be amended, modified or supplemented form time to time in accordance with the provisions thereof and of this Agreement.

“Summit Investors” means one or more investment funds directly or indirectly administered or managed by Summit Partners, L.P.

(b) In addition, subject to the conditions and on the terms set forth herein, and in reliance on the representations and warranties of the Borrower contained herein:

(i) the definitions of the “Change of Control” and the “Equity Investor Group” contained in Section 1.01 of the Credit Agreement, as of the Amendment Effective Date, are hereby deleted in their entirety and replaced with the following definitions inserted in Section 1.01 of the Credit Agreement in the correct alphabetical order:

“Change of Control” means the occurrence of any of the following events:

(i) Prior to a Qualifying IPO, (A) Holdings shall cease to own directly 100% of the Equity Interests of the Borrower, on a fully-diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), (B) M&C International shall cease to own beneficially, directly or indirectly, at least 40% of the Equity Interests of Holdings on a fully-diluted basis as set forth in clause (i)(A) above but without regard to any equity incentive plan adopted by Holdings that dilutes all holders of the Equity Interests of Holdings pro rata; provided that in no event M&C International shall cease to own beneficially, directly or indirectly, at least 35% of the Equity Interests of Holdings on a fully-diluted basis, taking into account such equity incentive plan, (C) the Permitted Investors shall cease to own beneficially, directly or indirectly, at least 51% of the Equity Interests of M&C International on a fully-diluted basis as set forth in clause (i)(A) above, (D) the Summit Investors shall cease to own beneficially, directly or indirectly, at least 50% in the aggregate of the Equity Interests of Holdings held by the Summit Investors as of the date of the Summit Equity Investment, (E) M&C International and the Summit Investors collectively shall cease to own beneficially, directly or indirectly, at least a

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majority of the Equity Interests of Holdings on a fully-diluted basis as set forth in clause (i)(A) above or (F) the failure at any time of the Equity Investor Group to control, whether through the ownership of voting securities, by contract or otherwise, a majority of the seats on the board of directors (or Persons performing similar functions) of Holdings; or

(ii) after a Qualifying IPO, (A) Holdings shall cease to own directly 100% of the Equity Interests of the Borrower on a fully-diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), (B) (x) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (other than M&C International or the Summit Investors) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 35% or more of the Equity Interests of Holdings on a fully-diluted basis as set forth in clause (ii)(A) above, and (y) such Person or group is or becomes, directly or indirectly, the beneficial owner of a greater percentage of the voting power of the Equity Interests of Holdings, calculated on a fully-diluted basis as set forth in clause (ii)(A) above, than the percentage of the voting power of the Equity Interests of Holdings having ordinary voting power owned by M&C International and the Summit Investors, or (c) the Permitted Investors shall cease to own beneficially, directly or indirectly, at least 51% of the Equity Interests of M&C International on a fully-diluted basis as set forth in clause (ii)(A) above; or

(iii) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the board of directors (or persons performing similar functions) of Holdings together with any new members of such board of directors (A) whose elections by such board of directors or whose nominations for election by the members of Holdings was approved by a vote a majority of the members of such board of directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved or (B) elected by the Equity Investor Group, cease for any reason to constitute a majority of the directors of Holdings still in office; or

(iv) a “change of control” (as defined in the Senior Subordinated Note Indenture) occurs.

“Equity Investor Group” means M&C International, the Summit Investors and one or more other investors reasonably acceptable to the Administrative Agent.

(ii) the definitions of “Holdings” and the “LLC Agreement” contained in Section 1.01 of the Credit Agreement, as of the Amendment and Assumption Effective Date, are hereby deleted in their entirety and replaced with the following definitions inserted in Section 1.01 of the Credit Agreement in the correct alphabetical order:

“Holdings” means GCA Holdings, Inc., a Delaware corporation, and its successors.

“Stockholders Agreement” means the Stockholders Agreement of Holdings, dated as of May 13, 2004, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof and of this Agreement.

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ARTICLE II

AMENDMENT OF THE SENIOR FINANCE DOCUMENTS TO REFLECT CONVERSION

(a) All references to GCA Holdings, L.L.C. in the Senior Finance Documents are hereby replaced, as of the Amendment and Assumption Effective Date, with the references to, and after the Amendment and Assumption Effective Date shall mean, GCA Holdings, Inc. All references to Holdings as a Delaware limited liability company are hereby replaced, as of the Amendment and Assumption Effective Date, with the references to Holdings as a Delaware corporation.

ARTICLE III

AMENDMENT TO THE CREDIT AGREEMENT

Section 3.01 Amendments to Article VII of the Credit Agreement. Subject to the conditions and on the terms set forth herein, and in reliance on the representations and warranties of the Borrower contained herein:

(a) Section 7.08(a) of the Credit Agreement is hereby amended, as of the Amendment Effective Date, by adding the following parenthetical before the period at the end thereof:

“(it being understood and agreed that the amendment to the Vault Cash Agreement permitting the conversion of Borrower to a corporation and the Summit Equity Investment shall not be deemed to be adverse to the Borrower)”;

(b) Section 7.09 of the Credit Agreement is hereby amended, as of the Amendment Effective Date, by adding the words “and the transactions contemplated pursuant to the Summit Equity Investment Documents as in effect on the date of the closing of the Summit Equity Investment” before the semicolon at the end of clause (iv) thereof; and

(c) Section 7.10 of the Credit Agreement is hereby amended, as of the Amendment and Assumption Effective Date, by (x) replacing the words “the LLC Agreement” in the last parenthetical of the first sentence thereof with the words “the Stockholders Agreement” and (y) adding the following proviso before the period at the end of the first sentence thereof:

“; provided that the foregoing provisions shall not prohibit Holdings from (x) consummating the Conversion, (y) filing the Certificate of Incorporation with the Delaware Secretary of State on the date of the Conversion, and (z) terminating the Amended and Restated Limited Liability Company Agreement of Holdings and adopting the Stockholders Agreement on the date of the Conversion, in each case solely to permit the Summit Equity Investment and the Conversion”.

ARTICLE IV

WAIVER CERTAIN NOTICES UNDER COLLATERAL DOCUMENTS

Section 4.01 Security Agreement. The Lenders hereby authorize the Collateral Agent to waive, and the Collateral Agent hereby waives, the 30 day notice required by Section 4.02 of the Security Agreement in connection with Holdings converting to a corporation pursuant to the Conversion in the manner specified herein.

Section 4.02 Pledge Agreement. The Lenders hereby authorize the Collateral Agent to waive, and the Collateral Agent hereby waives, the 30 day notice required by Section 4.03 of the Pledge Agreement in connection with Holdings converting to a corporation pursuant to the Conversion in the manner specified herein.

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ARTICLE V

CONDITIONS PRECEDENT

Section 5.01 Conditions to Effectiveness of this Amendment Upon Summit Equity Investment. The amendments and waivers contained in Sections 1.01(a), 1.01(b)(i), 3.01(a) and 3.01(b) of this Amendment, shall become effective on the date (the “Amendment Effective Date”) upon which the last of the following conditions shall have been satisfied:

(a) Execution and Delivery of this Amendment. The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower and the Required Lenders.

(b) Acknowledgement. The Administrative Agent shall have received counterparts of an Acknowledgement and Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Persons (other than Holdings and the Borrower) who are or are required by the Senior Finance Documents to be Loan Parties.

(c) Consents, etc. All approvals, consents, exemptions, authorizations, or other actions by, or notice to, or filings with, any Governmental Authority or any other Person necessary or required in connection with consummation of the Summit Equity Investment shall have been obtained and the Administrative Agent shall have received evidence reasonably satisfactory to it of the foregoing.

(d) Senior Subordinated Note Indenture. The Administrative Agent shall have received a written opinion of Morrison & Foerster LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Amendment and Assumption Effective Date, in form and substance satisfactory to the Administrative Agent, to the effect that, after giving effect to the Summit Equity Investment, no Change of Control (as defined in the Senior Subordinated Note Indenture) will have occurred under the Senior Subordinated Note Indenture.

(e) Payment of Expenses. All costs and expenses due to the Administrative Agent and the Lenders on or before the Amendment and Assumption Effective Date pursuant to the Senior Finance Documents shall have been paid.

(f) Counsel Fees. Fried, Frank, Harris, Shriver & Jacobson LLP shall have received full payment from the Borrower of its fees and expenses described in Section 7.05 of this Amendment which are billed through the Amendment and Assumption Effective Date.

(g) Summit Equity Investment Documents. The Administrative Agent shall have received true and correct copies of all Summit Equity Investment Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Summit Equity Investment Documents shall be in form and substance reasonably satisfactory to the Administrative Agent. The Summit Equity Investment, including all of the terms and conditions thereof, shall have been duly approved by the board of directors or management committees, as the case may be, and (if required by applicable law) the shareholders or members, as the case may be, of the Group Companies party thereto, and all Summit Equity Investment Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. Each of the conditions precedent to the Group Companies’ obligations to consummate the Summit Equity Investment as set forth in the Summit Equity Investment Documents shall have been satisfied to the reasonable satisfaction of the Administrative Agent or waived with the consent of the Administrative Agent, such consent not to be unreasonably withheld.

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(h) Other. The Administrative Agent shall have received such other documents, instruments, agreements or information as may be reasonably requested by the Administrative Agent.

Section 5.02 Conditions to Effectiveness of this Amendment Upon Conversion. The amendments and waivers contained in this Amendment other than those referred to in the first sentence of Section 5.01 hereof, shall become effective on the date (the “Amendment and Assumption Effective Date”) upon which the last of the following conditions shall have been satisfied:

(a) Conversion and Assumption. The Conversion shall have been consummated as described in the recitals to this Amendment and the Administrative Agent shall have received counterparts of an Assumption Agreement, substantially in the form of Exhibit B hereto, duly executed by Holdings.

(b) Financing Statements. The Administrative Agent shall have received appropriate amendments (on Form UCC-3 or such other financing statements or similar notices as shall be required by local law) to the UCC-1 financing statements heretofore filed by the Collateral Agent in the State of Delaware, fully executed for filing under the Uniform Commercial Code, to maintain the perfection of the security interests created by the Collateral Documents.

(c) Organizational Documents. The Administrative Agent shall have received: (A) a copy of the Organization Documents, including all amendments thereto, of Holdings, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing of Holdings from such Secretary of State, as of a recent date; (B) a certificate as to the good standing of Holdings, as of a recent date, from the Secretary of State of the State of Delaware together, to the extent generally available, with a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction; (C) a certificate of the Secretary or Assistant Secretary of Holdings dated the Amendment and Assumption Effective Date and certifying (w) that the Organization Documents of Holdings have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above; (x) that attached thereto is a true and complete copy of the limited liability company agreement of Holdings as in effect on the Amendment and Assumption Effective Date and at all times since a date prior to the date of the resolutions described in clause (y) below, (y) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Holdings authorizing the execution, delivery and performance of this Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (z) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of Holdings.

(d) Consents, etc. All approvals, consents, exemptions, authorizations, or other actions by, or notice to, or filings with, any Governmental Authority or any other Person necessary or required in connection with consummation of the Conversion shall have been obtained and the Administrative Agent shall have received evidence reasonably satisfactory to it of the foregoing.

(e) Amendment Effective Date. The Amendment Effective Date shall have occurred.

(f) Other. The Administrative Agent shall have received such other documents, instruments, agreements or information as may be reasonably requested by the Administrative Agent.

Section 5.03 General Conditions. All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Amendment or in any other document delivered in connection therewith shall be reasonably satisfactory in form and substance to the

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Administrative Agent and its counsel, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent or any Lender may reasonably have requested, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. The documents referred to in this Section shall be delivered to the Administrative Agent no later than the Amendment Effective Date with respect to the Summit Equity Investment and no later than the Amendment and Assumption Effective Date with respect to all other transactions contemplated by this Amendment or any other document delivered in connection therewith.

Section 5.04 Effects of this Amendment.

(a) On the Amendment Effective Date, the Credit Agreement and the other Senior Finance Documents will be automatically amended to reflect the amendments thereto provided for in Sections 1.01(a), 1.01(b)(i), 3.01(a) and 3.01(b) of this Amendment. On and after the Amendment Effective Date, the rights and obligations of the parties hereto shall be governed by the Credit Agreement and the other Senior Finance Documents, as amended by Sections 1.01(a), 1.01(b)(i), 3.01(a) and 3.01(b) of this Amendment; provided that the rights and obligations of the parties hereto with respect to the period prior to the Amendment Effective Date shall be governed by the provisions of the Credit Agreement and the other Senior Finance Documents. Once the Amendment Effective Date has occurred, all references to the Credit Agreement or to any other Senior Finance Document in any document, instrument, agreement, or writing shall be deemed to refer to the Credit Agreement or to such other Senior Finance Document, as the case may be, as amended by Sections 1.01(a), 1.01(b)(i), 3.01(a) and 3.01(b) of this Amendment. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.

(b) On the Amendment and Assumption Effective Date, the Credit Agreement and the other Senior Finance Documents will be automatically amended to reflect the amendments thereto provided for in this Amendment. On and after the Amendment and Assumption Effective Date, the rights and obligations of the parties hereto shall be governed by the Credit Agreement and the other Senior Finance Documents, as amended by this Amendment; provided that the rights and obligations of the parties hereto with respect to the period after the Amendment Effective Date and prior to the Amendment and Assumption Effective Date shall be governed by the provisions of the Credit Agreement and the other Senior Finance Documents as provided in the second sentence of Section 5.04(a) hereof. Once the Amendment and Assumption Effective Date has occurred, all references to the Credit Agreement or to any other Senior Finance Document in any document, instrument, agreement, or writing shall be deemed to refer to the Credit Agreement or to such other Senior Finance Document, as the case may be, as amended by this Amendment. Promptly after the Amendment and Assumption Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Amendment and Assumption Effective Date, and such notice shall be conclusive and binding on all parties hereto.

(c) Other than as specifically provided herein, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Administrative Agent or any Lender under the Credit Agreement or any other Senior Finance Document or of any other term or condition of the Credit Agreement or any other Senior Finance Document, nor shall the entering into of this Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further waivers or amendments with respect thereto. This Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower other than pursuant to the strict terms of the Credit Agreement

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and the other Senior Finance Documents, as amended or supplemented to date (including by means of this Amendment).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01 Representations and Warranties. In order to induce the Lenders to consent to the amendments and waivers contained herein and to enter into this Amendment, each of Holdings and the Borrower represents and warrants as set forth below:

(a) After giving effect to this Amendment, the amendment of certain provisions of the Credit Agreement and the other Senior Finance Documents do not impair the validity, effectiveness or priority of the Liens granted pursuant to the Collateral Documents, and such Liens continue unimpaired with the same priority to secure repayment of all Senior Obligations, whether heretofore or hereafter incurred. Except as set forth in Section 5.02(b) of this Amendment, the amendment of certain provisions of the Credit Agreement and the other Senior Financing Documents effected pursuant to this Amendment do not require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. The position of the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Collateral Documents, and the ability of the Administrative Agent to realize upon such Liens pursuant to the terms of the Collateral Documents have not been adversely affected in any material respect by the amendment of certain provisions of the Credit Agreement and the other Senior Finance Documents effected pursuant to this Amendment or by the execution, delivery, performance or effectiveness of this Amendment.

(b) Each of Holdings and the Borrower reaffirms as of each of the Amendment Effective Date and the Amendment and Assumption Effective Date its covenants and agreements contained in the Credit Agreement and each Collateral Document and other Senior Finance Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment on the Amendment Effective Date and the Amendment and Assumption Effective Date, respectively. Each of Holdings and the Borrower further confirms that each such Senior Finance Document to which it is a party is and shall continue to be in full force and effect and the same are hereby ratified, approved and confirmed in all respects, except as such Senior Finance Documents may be modified by this Amendment.

(c) Both immediately before and immediately after giving effect to this Amendment, the representations and warranties set forth in Article V of the Credit Agreement and each other Senior Finance Document are, in each case, true and correct (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that the representations and warranties set forth in Section 5.22 of the Credit Agreement are supplemented by the representations and warranties set forth in clause (d) below.

(d) (i) Part 1 of Schedule A to this Amendment sets forth a true and accurate list as of the Amendment Effective Date of each holder of any Equity Interest or Equity Equivalent of Holdings, indicating the name of each such holder and the Equity Interest or Equity Equivalent held by each such Person. Except as set forth on Part 1 of Schedule A, as of the Amendment Effective Date, there are no shareholders or members, as the case may be, agreements or other agreements pertaining to the Equity Investor Group’s beneficial ownership of the Equity Interests of Holdings, including any agreement that would restrict the Equity Investor Group’s right to dispose of such Equity Interests and/or its right to vote such Equity Interests.

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(ii) Part 2 of Schedule A to this Amendment sets forth a true and accurate list as of the Amendment and Assumption Effective Date of each holder of any Equity Interest or Equity Equivalent of Holdings, indicating the name of each such holder and the Equity Interest or Equity Equivalent held by each such Person. Except as set forth on Part 2 of Schedule A, as of the Amendment and Assumption Effective Date, there are no shareholders or members, as the case may be, agreements or other agreements pertaining to the Equity Investor Group’s beneficial ownership of the Equity Interests of Holdings, including any agreement that would restrict the Equity Investor Group’s right to dispose of such Equity Interests and/or its right to vote such Equity Interests.

(e) This Amendment constitutes the legal, valid and binding obligation of each of Holdings and the Borrower enforceable in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(f) The parties signatory to the Acknowledgment and Agreement delivered pursuant to Section 5.01(b) of this Amendment constitute all of the Persons who (together with Holdings and the Borrower) are or are required under the terms of the Senior Finance Documents to be Loan Parties.

(g) The written statements and information contained in this Amendment and the other documents, certificates and statements furnished to the Administrative Agent and the Lenders on or prior to the Amendment and Assumption Effective Date by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Amendment, taken as a whole, do not, as of the Amendment and Assumption Effective Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

Section 7.02 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. A counterpart hereof executed and delivered by facsimile shall be effective as an original.

Section 7.03 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7.04 Governing Law; Entire Agreement. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. This Amendment and the other Senior Finance Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

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Section 7.05 Fees and Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and enforcement of this Amendment and the other documents and instruments referred to herein or contemplated hereby, including, but not limited to, the fees and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Administrative Agent.

Section 7.06 Senior Finance Document Pursuant to Credit Agreement. This Amendment is a Senior Finance Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement (and, following the date hereof, the Credit Agreement, as amended hereby).

[Signature Pages Follow]

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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:	GCA HOLDINGS, L.L.C.
	By:	/S/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	Chief Executive Officer
BORROWER:	GLOBAL CASH ACCESS, L.L.C.
	By:	/S/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	Chief Executive Officer
ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/S/    GINA MEADOR
	Name:	Gina Meador
	Title:	Vice President
L/C ISSUER, SWING LINE LENDER and LENDER:	BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and a Lender
	By:	/S/    JUSTIN LIEN
	Name:	Justin Lien
	Title:	Vice President

LENDER:	[LENDER NAME]1
	By:
	Name:
	Title:

¹ Each Lender will have a separate signature page.

EXHIBIT A

ACKNOWLEDGEMENT AND AGREEMENT

Each Loan Party listed below hereby acknowledges that it has reviewed the Amendment No. 1 to the Credit Agreement to which this Acknowledgement and Agreement is attached as an exhibit (the “Amendment”) and hereby consents to the execution, delivery and performance thereof by each of Holdings and the Borrower. Each Loan Party hereby further acknowledges that it has reviewed the Assumption Agreement (the “Assumption Agreement”) attached as an exhibit to the Amendment and hereby consent to the execution, delivery and performance thereof by Holdings. Each Loan Party hereby confirms its obligation under each Senior Finance Document to which it is a party and agrees that, after giving effect to the Amendment and to the Assumption Agreement, neither the modification of the Credit Agreement or any other Senior Finance Document effected pursuant to the Amendment and the Assumption Agreement, nor the execution, delivery, performance or effectiveness of the Amendment, the Assumption Agreement or any other Senior Finance Document impairs the validity or effectiveness of any Senior Finance Document to which it is a party or impairs the validity, effectiveness or priority of the Liens granted pursuant to any other Senior Finance Document to which it is a party or by which it is otherwise bound. Each Loan Party hereby further agrees that the Liens created pursuant to the Senior Finance Documents continue unimpaired with the same enforceability and priority to secure repayment of all Loans and other obligations arising thereunder, whether heretofore or hereafter incurred. Each Loan Party represents and warrants that neither the modification of the Credit Agreement or any other Senior Finance Document effected pursuant to the Amendment and the Assumption Agreement, nor the execution, delivery, performance or effectiveness of the Amendment, the Assumption Agreement or any other Senior Finance Document requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens, except for the filings referred to in Section 5.02(b) of the Amendment. Under the foregoing circumstances, the position of the Administrative Agent and the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Senior Finance Documents, and the ability of the Administrative Agent to enforce the provisions of the Senior Finance Documents and to realize upon such Liens pursuant to the terms of the Senior Finance Documents, have not been adversely affected in any material respect by the modification of the Credit Agreement, the modification of any other Senior Finance Document effected pursuant to the Amendment and the Assumption Agreement or the execution, delivery, performance or effectiveness of the Amendment and the Assumption Agreement.

GLOBAL CASH ACCESS FINANCE CORPORATION
By:
Name:	Kirk Sanford
Title:	Chief Executive Officer
CCI ACQUISITION, LLC
By:
Name:	Kirk Sanford
Title:	Chief Executive Officer

CENTRAL CREDIT, LLC
By:
Name:	Kirk Sanford
Title:	Chief Executive Officer

EXHIBIT B

ASSUMPTION AGREEMENT

(a) This Assumption Agreement (this “Assumption Agreement”) is made as of _____ __, 2004 by GCA HOLDINGS, INC., a Delaware corporation, in favor of the Administrative Agent, the Collateral Agent and the Lenders referred to below pursuant to the Amendment No. 1 to the Credit Agreement (as so amended and as may be further amended, supplemented and modified from time to time, the “Credit Agreement”, the capitalized terms not defined herein shall have the meanings ascribed to them in the Credit Agreement), dated as of March 10, 2004, among GCA Holdings, L.L.C., a Delaware limited liability company (“Holdings”), Global Cash Access, L.L.C., a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

(b) GCA Holdings, Inc., hereby assumes, with the same force and effect as if GCA Holdings, Inc. had been originally named as Holdings in the Credit Agreement, the obligations of Holdings under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and all other Senior Finance Documents to which Holdings is a party and accepts assignment by the Conversion. GCA Holdings, Inc. hereby covenants, promises and agrees to pay, perform, comply with, and otherwise be bound by, all Senior Obligations to be paid, performed by, complied with, or binding on, Holdings under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and any other Senior Finance Document to which Holdings is a party at the times and in the manner, and in all respects as therein provided.

(c) GCA Holdings, Inc. represents and warrants that neither the modification of the Credit Agreement or any other Senior Finance Document effected pursuant to this Assumption Agreement nor the execution, delivery, performance or effectiveness of this Assumption Agreement or any other Senior Finance Document requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens, except for the filings referred to in Section 5.02(b) of the Amendment No. 1 to the Credit Agreement. Under the foregoing circumstances, the position of the Administrative Agent and the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Senior Finance Documents, and the ability of the Administrative Agent to enforce the provisions of the Senior Finance Documents and to realize upon such Liens pursuant to the terms of the Senior Finance Documents, have not been adversely affected in any material respect by the modification of the Credit Agreement, the modification of any other Senior Finance Document effected pursuant to this Assumption Agreement or the execution, delivery, performance or effectiveness of this Assumption Agreement.

(d) This Assumption Agreement is a Senior Finance Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement.

(e) This Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF HOLDINGS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

IN WITNESS WHEREOF, Holdings has caused this Assumption Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

HOLDINGS:	GCA HOLDINGS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	Chief Executive Officer
BORROWER:	GLOBAL CASH ACCESS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	Chief Executive Officer
ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A. as Administrative Agent
	By:	/s/    GINA MEADOR
	Name:	Gina Meador
	Title:	Vice President
L/C ISSUER, SWING LINE LENDER and LENDER:	BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and a Lender
	By:	/s/    JUSTIN LIEN
	Name:	Justin Lien
	Title:	Vice President

SCHEDULE A

PART 1

Equity Ownership – Immediately Prior to Conversion

Name	Equity Interest	Percentage Ownership
M&C International	220.055 Class A Common Units	40.01	%
Bank of America Corporation	24.370 Class A Common Units 3.075 Class B Common Units	4.99	%
Entities affiliated with Summit Partners and Tudor Investment Corporation or their assignees	244.000 Class A Preferred Units 58.5 Class B Preferred Units	55.00	%

Securities Purchase and Exchange Agreement by and among the Purchasers named therein, M&C International, Bank of America Corporation and the other persons named therein.

Second Amended and Restated Limited Liability Company Agreement of GCA Holdings, L.L.C. dated as of May 13, 2004

Stockholders Agreement dated as of May 13, 2004 by and among GCA Holdings, L.L.C. and its members.

PART 2

Equity Ownership – Immediately After Conversion

Name	Equity Interest	Percentage Ownership
M&C International	220.055 shares of Class A Common Stock	40.01	%
Bank of America Corporation	24.370 shares of Class A Common Stock 3.075 shares of Class B Common Stock	4.99	%
Entities affiliated with Summit Partners and Tudor Investment Corporation or their assignees	244.000 shares of Class A Preferred Stock 58.5 shares of Class B Preferred Stock	55.00	%

Securities Purchase and Exchange Agreement by and among the Purchasers named therein, M&C International, Bank of America Corporation and the other persons named therein.

Stockholders Agreement dated as of May 13, 2004 by and among GCA Holdings, Inc. and its stockholders.

EX-10.4

EXECUTION COPY

Exhibit 10.4

GUARANTY

dated as of March 10, 2004

among

GCA HOLDINGS, L.L.C.,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I GUARANTY
Section 1.01	The Guaranty	1
Section 1.02	Guaranty Absolute	3
Section 1.03	Payments.	5
Section 1.04	Discharge; Reinstatement in Certain Circumstances	6
Section 1.05	Waiver by the Guarantors	6
Section 1.06	Security for Guaranty	9
Section 1.07	Agreement to Pay; Subordination of Subrogation Claims	9
Section 1.08	Stay of Acceleration	10
Section 1.09	No Set-Off	10
ARTICLE II INDEMNIFICATION, SUBROGATION AND CONTRIBUTION
Section 2.01	Indemnity and Subrogation	10
Section 2.02	Contribution and Subrogation	10
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01	Representations and Warranties; Certain Agreements	11
Section 3.02	Information	11
Section 3.03	Subordination by Guarantors	11
ARTICLE IV SET-OFF
Section 4.01	Right of Set-Off	12
ARTICLE V MISCELLANEOUS
Section 5.01	Notices	12
Section 5.02	Benefit of Agreement/	13
Section 5.03	No Waivers; Non-Exclusive Remedies	13
Section 5.04	Expenses; Indemnification.	13
Section 5.05	Enforcement	14
Section 5.06	Amendments and Waivers	14
Section 5.07	Governing Law; Submission to Jurisdiction	14
Section 5.08	Limitation of Law; Severability.	15
Section 5.09	Counterparts; Integration; Effectiveness	15
Section 5.10	WAIVER OF JURY TRIAL	15
Section 5.11	Additional Guarantors	15
Section 5.12	Termination; Release of Guarantors.	15
Section 5.13	Conflict	16

GUARANTY dated as of March 10, 2004 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among the Guarantors from time to time party hereto and Bank of America, N.A., as Administrative Agent for the benefit of the Finance Parties referred to herein.

Global Cash Access, L.L.C., a Delaware limited liability company, together with its respective successors and permitted assigns, the “Borrower”), proposes to enter into a Credit Agreement dated as of March 10, 2004 (as amended, restated, supplemented or modified from time to time and including any agreement extending the maturity of, refinancing or otherwise restructuring all or any portion of the obligations of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among GCA Holdings, L.L.C., a Delaware limited liability corporation (together with its successors and permitted assigns, “Holdings”), the Borrower, the banks and other lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent (together with is successor or successors in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.

The Swap Creditors may from time to time provide forward rate agreements, options, swaps, caps, floors, other financial derivatives agreements and other combinations or hybrids of any of the foregoing (collectively, “Swap Agreements”). The Lenders, each L/C Issuer, the Swing Line Lender, the Administrative Agent, the Collateral Agent and each Swap Creditor and their respective successors and assigns are herein referred to individually as a “Finance Party” and collectively as the “Finance Parties”.

To induce the Lenders to enter into the Credit Agreement and the other Senior Finance Documents referred to therein (collectively with the Credit Agreement, the “Senior Finance Documents”) and the Swap Creditors to enter into the Swap Agreements (the Senior Finance Documents and the Swap Agreements being herein referred to collectively as the “Finance Documents” and each a “Finance Document”), and as a condition precedent to the Lenders’ and the Swap Creditors’ obligations thereunder, Holdings and each of the subsidiaries of the Borrower listed on the signature pages hereof or which shall become parties hereto from time to time in accordance with Section 5.11 hereof (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, each a “Guarantor” and, collectively, the “Guarantors”) have agreed, jointly and severally, to provide a guaranty of all obligations of the Borrower and the other Loan Parties (as hereinafter defined) under and in respect of the Finance Documents. The Borrower and the Guarantors are referred to herein individually as a “Loan Party” and collectively as the “Loan Parties.” As used herein, “Other Loan Parties” means, with respect to any Guarantor, any and all of the Loan Parties other than such Guarantor.

Each of the Guarantors is a Subsidiary or Affiliate of the Borrower and will receive not insubstantial benefits from the Credit Agreement, the Swap Agreements and the Loans, Letters of Credit and other financial accommodations to be made, issued or entered into thereunder. Accordingly, the Guarantors hereby agree with the Administrative Agent for the benefit of the Finance Parties as follows:

ARTICLE I

GUARANTY

Section 1.01 The Guaranty. Each Guarantor unconditionally guarantees, jointly with the other Guarantors, and severally, as a primary obligor and not merely as a surety: (x) the due and punctual payment of:

(A) all principal of, and premium, if any, and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim under any such proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, the Credit Agreement or any other Finance Document;

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(B) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim under any Debtor Relief Law) pursuant to the Credit Agreement or any other Finance Document;

(C) all expenses of the Agents as to which one or more of the Agents has a right to reimbursement under Section 5.04(a) of this Agreement, Section 10.04 of the Credit Agreement or any other similar provision of any other Finance Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve any Collateral or to preserve its security interest in any Collateral;

(D) all amounts paid by an Indemnitee as to which such Indemnitee has the right to reimbursement under Section 5.04(b) of this Agreement, Section 10.05 of the Credit Agreement or under any other similar provision of any other Finance Document;

(E) all obligations (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law) of any Loan Party to one or more Swap Creditors in respect of any Swap Agreement, excluding any amounts which such Loan Party is entitled to set off against its obligations under applicable law; and

(F) all amounts now or hereinafter payable by Holdings or any other Guarantor and all obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to Holdings or any other Loan Party, whether or not allowed or allowable as a claim under any Debtor Relief Law) pursuant to this Agreement, as applicable, the Credit Agreement or any other Finance Document;

together in each case with all renewals, modifications, consolidations as or extensions thereof, and (y) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the Other Loan Parties under or pursuant to the Credit Agreement and the other Finance Documents (all such monetary and other obligations being herein collectively referred to as the “Guaranteed Obligations”).

Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Finance Parties and (ii) under any Guaranty of

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Indebtedness subordinated in right of payment to the Guaranteed Obligations which Guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under Guaranties by such parties (including the agreements in Article II of this Agreement). In the event that any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which such Subsidiary Guarantor is liable hereunder shall be the last portion of the Guaranteed Obligations to be repaid.

Section 1.02 Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Finance Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Finance Parties with respect thereto. The obligations of the Guarantors under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any Other Loan Party or whether the Borrower or any Other Loan Party is joined in any such action or actions. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor, jointly and severally with any other Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations.

The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Finance Party or any other Person, whether in connection herewith or any unrelated transactions, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Other Loan Party to any Finance Party under the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or such Other Loan Party.

Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged or otherwise affected or impaired by:

(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of the Borrower or any Other Loan Party under the Credit Agreement, the Notes, any other Finance Document, any Swap Agreement or any other agreement or instrument evidencing or securing any Guaranteed Obligation, by operation of law or otherwise;

(ii) any change in the manner, place, time or terms of payment of any Guaranteed Obligation or any other amendment, supplement or modification to the Credit Agreement, the Notes, any other Senior Finance Document, any Swap Agreement or any other agreement or instrument evidencing or securing any Guaranteed Obligation;

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(iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Guaranteed Obligation or any release of any Other Loan Party or any other guarantor or guarantors of any Guaranteed Obligation;

(iv) any change in the existence, structure or ownership of the Borrower or any Other Loan Party or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting the Borrower or any Other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Guaranteed Obligation;

(v) the existence of any claim, set-off or other right which any Guarantor may have at any time against the Borrower, any Other Loan Party, any Agent, any other Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against the Borrower or any Other Loan Party for any reason of the Credit Agreement, any Note, any other Finance Document, any Swap Agreement or any other agreement or instrument evidencing or securing any Guaranteed Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any Other Loan Party of any Guaranteed Obligation;

(vii) any failure by any Agent or any other Finance Party: (A) to file or enforce a claim against any Other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Other Loan Party of any new or additional indebtedness or obligation under or with respect to the Guaranteed Obligations; (C) to commence any action against any Other Loan Party; (D) to disclose to any Guarantor any facts which such Agent or such other Finance Party may now or hereafter know with regard to any Other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Guaranteed Obligations;

(viii) any direction as to application of payment by the Borrower, any Other Loan Party or any other Person;

(ix) any subordination by any Finance Party of the payment of any Guaranteed Obligation to the payment of any other liability (whether matured or unmatured) of any Other Loan Party to its creditors;

(x) any act or failure to act by the Administrative Agent or any other Finance Party under this Agreement or otherwise which may deprive any Guarantor of any right to subrogation, contribution or reimbursement against any Other Loan Party or any right to recover full indemnity for any payments made by such Guarantor in respect of the Guaranteed Obligations; or

(xi) any other act or omission to act or delay of any kind by the Borrower, any Other Loan Party, the Administrative Agent or any Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash.

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Each Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties, and the failure by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement or otherwise shall not discharge the obligations of any Guarantor hereunder. The irrevocable and unconditional liability of each Guarantor hereunder applies whether it is jointly and severally liable for the entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such Guarantor may now or hereafter have against any Other Loan Party or any other Person. This Agreement is and shall remain fully enforceable against each Guarantor irrespective of any defenses that any Other Loan Party may have or assert in respect of the Guaranteed Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury.

Section 1.03 Payments.

(a) Payments to be Made Upon Default. If the Borrower or any Other Loan Party fails to pay or perform any Guaranteed Obligation when due in accordance with its terms (whether at stated maturity, by acceleration or otherwise) or if any Default or Event of Default specified in Section 8.01(f) of the Credit Agreement occurs with respect to the Borrower, the Guarantors shall, forthwith on demand of the Administrative Agent, pay the aggregate amount of all Guaranteed Obligations to the Administrative Agent.

(b) General Provisions as to Payments. Each payment hereunder shall be made without set-off, counterclaim or other deduction, in Federal or other funds immediately available in New York City, to the Administrative Agent and to all Swap Creditors, as applicable, or to its or their representatives, at the address(es) referred to in Section 5.01.

(c) Taxes.

(i) Payments Net of Certain Taxes. Any and all payments by any Guarantor to or for the account of any Finance Party hereunder or under any other Senior Finance Document or Swap Agreement shall be made without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of, franchise or similar taxes imposed on, any Finance Party by a jurisdiction under the laws of which such Finance Party (or its Applicable Lending Office) is organized or licensed to do business or in which its principal executive office is located (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Senior Finance Document or any Swap Agreement to any Finance Party, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Finance Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, (iii) such Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Guarantor shall furnish to the Administrative Agent, for delivery to such Finance Party, the original or a certified copy of a receipt evidencing payment thereof.

(ii) Other Taxes. In addition, the Guarantors, jointly and severally, agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or any other Finance Document or from the execution, delivery, registration or enforcement of, or

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otherwise with respect to, this Agreement or any other Finance Document (collectively, “Other Taxes”).

(iii) Indemnification. Each Guarantor, jointly and severally, agrees to indemnify each Finance Party for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 1.03(c)), whether or not correctly or legally asserted, paid by such Finance Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Finance Party makes written demand therefor.

(d) Application of Payments.

(i) Priority of Distributions. All payments received by the Administrative Agent hereunder shall be applied as provided in Section 8.03 of the Credit Agreement.

(ii) Distributions with Respect to Letters of Credit. Each of the Guarantors and the Finance Parties agrees and acknowledges that if (after all outstanding Loans and L/C Obligations have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued under the Credit Agreement, such amounts shall be deposited in the L/C Cash Collateral Account as cash security for the repayment of Guaranteed Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall be applied to the remaining Guaranteed Obligations of the Lenders. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and distributed in accordance with Section 1.03(d)(i) hereof.

Section 1.04 Discharge; Reinstatement in Certain Circumstances. Each Guarantor’s obligations hereunder shall remain in full force and effect until the Commitments have been terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower and the Other Loan Parties under or with respect to the Guaranteed Obligations have been irrevocably paid in full in cash. No payment or payments made by the Borrower, any Other Loan Party or any other Person or received or collected by any Finance Party from the Borrower, any Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, it being understood that each Guarantor shall, notwithstanding any such payment or payments, remain liable for all outstanding Guaranteed Obligations until such Guaranteed Obligations are irrevocably paid in full in cash. If at any time any payment by the Borrower, any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such Other Loan Party or other Person or any substantial part of its respective property or otherwise, each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each Guarantor agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to each Guarantor’s liability hereunder.

Section 1.05 Waiver by the Guarantors. Each Guarantor hereby waives presentment to, demand of payment from and protest to the Other Loan Parties of any of the Guaranteed

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Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Agent or any other Finance Party protect, secure, perfect or insure any Lien or any property subject thereto. Each Guarantor further waives any right to require that resort be had by any Agent or any other Finance Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the any Agent or any other Finance Party in favor of any Loan Party or any other Person. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that such Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following:

(i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with any Other Loan Party, any Agent, the other Finance Parties, or any of them, or any other Person, pertaining to the Guaranteed Obligations;

(ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by any Agent or any other Finance Party to any Other Loan Party or any other Person liable on the Guaranteed Obligations; or the failure of any Agent or any other Finance Party to assert any claim or demand or to exercise any right or remedy against any Other Loan Party under the provisions of any Finance Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Finance Document or any other agreement, including with respect to any Other Loan Party under this Agreement;

(iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party, or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party, or any sale, lease or transfer of any or all of the assets of any Other Loan Party, or any change in the shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations;

(iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra vires, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic;

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(v) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the Borrower will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any other party to perform the Guaranteed Obligations;

(vi) the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations;

(vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;

(viii) any right that any Guarantor may now or hereafter have under Section 3-606 of the UCC or otherwise to unimpaired collateral;

(ix) the failure of any Agent, any other Finance Party or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;

(x) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral;

(xi) any payment by any Other Loan Party to the Administrative Agent, any other Agent or any other Finance Party being held to constitute a preference under Title 11 of the United States Code or any similar Federal, or foreign state law, or for any reason any Agent or any other Finance Party being required to refund such payment or pay such amount to any Other Loan Party or someone else;

(xii) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash;

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(xiii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including by way of a discharge, limitation or tolling thereof under applicable Debtor Relief Laws;

(xiv) the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, the Administrative Agent, any other Finance Party or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; or

(xv) any other circumstance that might in any manner or to any extent otherwise constitute a defense available to, vary the risk of, or operate as a discharge of, such Guarantor as a matter of law or equity.

All waivers herein contained shall be without prejudice to the right of the Administrative Agent at its option to proceed against any Loan Party or any other Person, whether by separate action or by joinder.

Section 1.06 Security for Guaranty. Each of the Guarantors authorizes the Collateral Agent, in accordance with the terms and subject to the conditions set forth in the Collateral Documents and applicable Law, to (i) take and hold security for the payment of this Agreement and the Guaranteed Obligations and to exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as the Collateral Agent in its sole discretion may determine and (iii) release or substitute any one or more endorsees, other guarantors or other obligors. The Collateral Agent may, at its election, in accordance with the terms and subject to the conditions set forth in the Collateral Documents and applicable Law, foreclose on any security held by it by one or more judicial or nonjudicial sales, or exercise any other right or remedy available to it against any Loan Party, or any security, without affecting or impairing in any way the liability of any of the Guarantors hereunder, except to the extent the Guaranteed Obligations have been indefeasibly paid in full in cash.

Section 1.07 Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any other Agent or any other Finance Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Finance Party as provided above, all rights of such Guarantor against any Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. No failure on the part of any Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Finance Parties and shall forthwith be turned over to the Administrative Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents.

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Section 1.08 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under or with respect to the Guaranteed Obligations is stayed upon the insolvency or bankruptcy of the Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, the Notes, any Swap Agreement or any other agreement or instrument evidencing or securing the Guaranteed Obligations shall nonetheless be payable by the Guarantors hereunder, jointly and severally, forthwith on demand by the Administrative Agent, the holders of at least 51% of the Swap Obligations or any other Finance Party, as applicable, in the manner provided in Section 1.01.

Section 1.09 No Set-Off. No act or omission of any kind or at any time on the part of any Finance Party in respect of any matter whatsoever shall in any way affect or impair the rights of the Administrative Agent or any other Finance Party to enforce any right, power or benefit under this Agreement, and no set-off, claim, reduction or diminution of any Guaranteed Obligation or any defense of any kind or nature which any Guarantor has or may have against the Borrower or any Finance Party shall be available against the Administrative Agent or any other Finance Party in any suit or action brought by the Administrative Agent or any other Finance Party to enforce any right, power or benefit provided for by this Agreement; provided that nothing herein shall prevent the assertion by any Guarantor of any such claim by separate suit or compulsory counterclaim. Nothing in this Agreement shall be construed as a waiver by any Guarantor of any rights or claims which it may have against any Finance Party hereunder or otherwise, but any recovery upon such rights and claims shall be had from such Finance Party separately, it being the intent of this Agreement that each Guarantor shall be unconditionally, absolutely and jointly and severally obligated to perform fully all its obligations, covenants and agreements hereunder for the benefit of each Finance Party.

ARTICLE II

INDEMNIFICATION, SUBROGATION AND CONTRIBUTION

Section 2.01 Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 1.07 above), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor under this Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Collateral Document to satisfy a claim of any Finance Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 2.02 Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 1.07 above) that, in the event a payment shall be made by any other Subsidiary Guarantor under this Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Collateral Document to satisfy a claim of any Finance Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor on the date that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on such date (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.11, the date of the Accession Agreement executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor

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pursuant to this Section 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section 2.01 to the extent of such payment.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01 Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants as follows:

(a) All representations and warranties contained in the Credit Agreement that relate to such Guarantor are true and correct.

(b) Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that imposes or purports to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor.

(c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to and in accordance with the terms thereof.

(d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement.

(f) (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Section 3.02 Information. Each of the Guarantors assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Other Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent, any other Agent or the other Finance Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

Section 3.03 Subordination by Guarantors. In addition to the terms of subordination provided for under Section 1.07, each Guarantor hereby subordinates in right of payment

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all indebtedness of the Other Loan Parties owing to it, whether originally contracted with such Guarantor or acquired by such Guarantor by assignment, transfer or otherwise, whether now owed or hereafter arising, whether for principal, interest, fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof, to the prior indefeasible payment in full in cash of the Guaranteed Obligations, whether now owed or hereafter arising, whether for principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof.

ARTICLE IV

SET-OFF

Section 4.01 Right of Set-Off. Upon the occurrence of any Event of Default under the Credit Agreement, each Finance Party is hereby irrevocably authorized at any time and from time to time without notice to any Guarantor, any such notice being expressly waived by each Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) in any currency and any other credits, indebtedness or claims, in each case whether direct, indirect, contingent, matured or unmatured, at any time held or owing by such Finance Party to or for the credit or account of any Guarantor, or any part thereof in such amounts as such Finance Party may elect, against and on account of the obligations of such Guarantor to the Finance Parties hereunder and claims of every nature and description of any Finance Party against any Guarantor, whether arising hereunder or otherwise, as any Finance Party may elect, whether or not such Finance Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The rights of the Finance Parties under this Article IV are in addition to other rights and remedies (including, without limitation, other rights of set off) which any Finance Party may have. Each Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, a Note or the L/C Obligations, whether or not acquired pursuant to the arrangements provided for in Section 10.07 of the Credit Agreement, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of such Guarantor in the amount of such participation.

ARTICLE V

MISCELLANEOUS

Section 5.01 Notices. Unless otherwise specified herein, all notices, requests and other communications to a party hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given to such party: (i) in the case of any Guarantor, at its address or facsimile number set forth on the signature pages hereof; (ii) in the case of the Borrower, the Administrative Agent or any Lender, at its address or facsimile number specified in or pursuant to Section 10.02 of the Credit Agreement; (iii) in the case of the Collateral Agent, at its address or facsimile number specified in or pursuant to Section 7.01 of the Security Agreement; (iv) in the case of any Swap Creditor at its address or facsimile number set forth in any applicable Swap Agreement; or (v) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose of communications hereunder by notice to the Administrative Agent and each other party hereto. Each such notice, request or other communication shall be effective: (i) if given by facsimile transmission, when transmitted to the facsimile number referred to in this Section and confirmation of receipt is received; (ii) if given by mail, 96 hours after such communication is deposited in the mails, certified mail, return receipt requested, with appropriate first class postage prepaid, addressed as specified in this Section; or (iii) if given by any other means, when delivered at the address referred to in this Section 5.01. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no notice was given, shall not affect the validity of notice given in accordance with this Section.

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Section 5.02 Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Guarantors may assign or transfer any of its interests and obligations without prior written consent of the requisite Lenders in accordance with Section 10.01 of the Credit Agreement (and any such purported assignment or transfer without such consent shall be void); provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in Section 10.07 of the Credit Agreement. Upon the assignment by any Lender or other Finance Party of all or any portion of its rights and obligations under the Credit Agreement (including all or any portion of its Commitments and the Loans owing to it) or any other Finance Document to any other Person, such other Person shall thereupon become vested with all the benefits in respect thereof granted to such transferor or assignor herein or otherwise.

Section 5.03 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of any Agent or any Finance Party to exercise, no course of dealing with respect to, and no delay in exercising any right, power or privilege under this Agreement or any other Finance Document, Swap Agreement or other document or agreement contemplated hereby or thereby shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein and in the other Finance Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

Section 5.04 Expenses; Indemnification.

(a) Expenses. The Guarantors, jointly and severally, agree to pay (i) all out-of-pocket expenses of the Administrative Agent, including Attorney Costs of the Administrative Agent, in connection with the preparation and administration of this Agreement or any other document or agreement contemplated hereby, any waiver or consent hereunder or any amendment hereof and (ii) all out-of-pocket expenses incurred by the Agents, any representative and each Finance Party in collecting any or all of the Guaranteed Obligations and/or enforcing any rights under this Agreement or under any other agreement or instrument evidencing or securing the Guaranteed Obligations.

(b) Indemnification. The Guarantors, jointly and severally, agree to indemnify the Agents, the Representatives (as defined in the Credit Agreement) and each other Finance Party, their respective Affiliates and the respective directors, officers, trustees, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever, including, without limitation, the reasonable fees and disbursements of counsel, which may at any time (including, without limitation, at any time following the payment of the Guaranteed Obligations) be imposed on, incurred by or asserted against such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any other way connected with the enforcement of any of the terms hereof or the preservation of any rights hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order.

(c) Contribution. If and to the extent that the obligations of any Subsidiary Guarantor under this Section 5.04 are unenforceable for any reason, each other Subsidiary Guarantor, jointly and severally, hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations as is permissible under applicable law.

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(d) Obligations; Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has a right to reimbursement hereunder shall constitute Guaranteed Obligations. The indemnity obligations of the Guarantors contained in this Section 5.04 shall continue in full force and effect notwithstanding the full payment of all Notes issued under the Credit Agreement and all of the other Guaranteed Obligations and notwithstanding the discharge or other termination or release thereof.

Section 5.05 Enforcement. The Finance Parties agree that this Agreement may be enforced only by (i) the action of the Administrative Agent acting upon the instructions of the Required Lenders, or (ii) after the date on which all of the Senior Obligations have been paid in full, the holders of at least 51% of the outstanding Swap Obligations or (iii) after the date on which all of the Senior Obligations and all of the Swap Obligations have been paid in full, the holders of at least 51% of the Guaranteed Obligations remaining outstanding, and that no other Finance Party shall have any right individually to seek to enforce this Agreement, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the holders of at least 51% of the outstanding Swap Obligations or other Guaranteed Obligations, as the case may be, for the benefit of the Finance Parties upon the terms of this Agreement.

Section 5.06 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by each Guarantor directly affected by such amendment or waiver (it being understood that the addition or release of any Guarantor hereunder shall not constitute an amendment or waiver affecting any Guarantor other than the Guarantor so added or released) and either (i) at all times prior to the time at which all Senior Obligations have been paid in full, the Administrative Agent (with the consent of the Required Lenders or, to the extent required by Section 10.01 of the Credit Agreement, all of the Lenders) or (ii) at all times after the time at which the Senior Obligations have been paid in full, the holders of at least 51% of the outstanding Swap Obligations; provided, however, that no such amendment, change, discharge, termination or waiver affecting the rights and benefits of a single Class of Finance Parties (and not all Finance Parties in a like or similar manner) shall require the written consent of the Required Finance Parties of such Class of Finance Parties. For the purposes of this Section 5.06, the term “Class” means each class of Finance Parties, i.e., whether (i) the Lenders, as holders of the Senior Obligations or (ii) the Swap Creditors, as holders of the Swap Obligations. For the purposes of this Section 5.06, the term “Required Finance Parties” of any Class means (i) with respect to the Senior Obligations, the Required Lenders and (ii) with respect to the Swap Obligations, the holders of at least 51% of all Swap Obligations outstanding from time to time.

Section 5.07 Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Each of the Guarantors hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in The City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum. Each Guarantor hereby irrevocably appoints C.T. Corporation System its authorized agent to accept and acknowledge service of any and all process which may be served in any suit, action or proceeding of the nature referred to in this Section 5.07 and consents to process being served in any such suit, action or proceeding upon C.T. Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Guarantor’s address referred

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to in Section 5.01. Each Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 5.07 shall affect the right of any Agent or other Finance Party to serve process in any manner permitted by law or limit the right of any Agent or other Finance Party to bring proceedings against any Guarantor in the courts of any jurisdiction or jurisdictions.

Section 5.08 Limitation of Law; Severability.

(a) All rights, remedies and powers provided in this may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all of the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(b) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Agents and the other Finance Parties in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 5.09 Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and the other Senior Finance Documents and, in the case of the Swap Creditors, the Swap Agreements, constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Agreement shall become effective with respect to each Guarantor when the Administrative Agent shall have received counterparts hereof signed by itself and such Guarantor.

Section 5.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.11 Additional Guarantors. It is understood and agreed that any Subsidiary of the Borrower that is required by the Credit Agreement to execute an Accession Agreement and counterpart of this Agreement after the date hereof shall automatically become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunder by executing an Accession Agreement and counterpart hereof and delivering the same to the Administrative Agent. The execution and delivery of any such instrument shall not require the consent of any other Guarantor or other parts hereunder. The rights and obligations of each Guarantor or other party hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Section 5.12 Termination; Release of Guarantors.

(a) Termination. Upon the full, final and irrevocable payment and performance of all Guaranteed Obligations, the cancellation of all outstanding L/C Obligations and the termination of the

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Commitments under the Credit Agreement and all Swap Agreements, this Agreement shall terminate and have no further force or effect.

(b) Release of Guarantors. In the event that all of the capital stock of one or more of the Subsidiary Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 7.05 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all of the Lenders, if required by Section 10.01 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Subsidiary Guarantor or Subsidiary Guarantors shall be released from this Agreement, and this Agreement shall, as to each such Subsidiary Guarantor or Subsidiary Guarantors, terminate and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock of any Subsidiary Guarantor shall be deemed to be a sale of such Subsidiary Guarantor for purposes of this Section 5.12(b)).

Section 5.13 Conflict. To the extent that there is a conflict or inconsistency between any provision hereof, on the one hand, and any provision of the Credit Agreement, on the other hand, the Credit Agreement shall control.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each Guarantor has executed this Agreement as of the day and year first above written.

GUARANTORS:	GCA HOLDINGS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	GCA Holdings, L.L.C.
	3525 East Post Road, Suite 120
	Las Vegas, NV 89120
	Attn: Chief Executive Officer
	Telephone: (702) 855-3006
	Fax: (702) 262-5039
	GLOBAL CASH ACCESS FINANCE CORPORATION
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	Global Cash Access Finance Corporation
	3525 East Post Road, Suite 120
	Las Vegas, NV 89120
	Attn: Chief Executive Officer
	Telephone: (702) 855-3006
	Fax: (702) 262-5039
	CCI ACQUISITION, LLC
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	CCI Acquisition, LLC
	3525 East Post Road, Suite 120
	Las Vegas, NV 89120
	Attn: Chief Executive Officer
	Telephone: (702) 855-3006
	Fax: (702) 262-5039

[Guaranty]

CENTRAL CREDIT, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
Central Credit, LLC
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

Acknowledged and Agreed with Respect to Section 2.01:

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President

[Guaranty]

Agreed to and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/    GINA MEADOR
Name:	Gina Meador
Title:	Vice President

Bank of America, N.A.

CA9-706-17-54

555 South Flower Street, 17^th Floor

Los Angeles, California 90071

Attn: Gina Meador

Telephone: (213) 345-1302

Fax: (415) 503-5069

[Guaranty]

EX-10.5

EXECUTION COPY

Exhibit 10.5

SECURITY AGREEMENT

dated as of March 10, 2004

among

THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Collateral Agent

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.01	Terms Defined in the Credit Agreement	1
Section 1.02	Terms Defined in the UCC	2
Section 1.03	Additional Definitions	2
Section 1.04	Terms Generally	10
	ARTICLE II
	SECURITY INTERESTS
Section 2.01	Grant of Security Interests	10
Section 2.02	Continuing Liability of each Obligor	11
Section 2.03	Security Interests Absolute	11
Section 2.04	Segregation of Proceeds; Cash Proceeds Account	13
Section 2.05	Reinvestment Funds Account	14
Section 2.06	L/C Cash Collateral Account	15
Section 2.07	Investment of Funds in Collateral Accounts	16
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES
Section 3.01	Title to Collateral	16
Section 3.02	Validity, Perfection and Priority of Security Interests	16
Section 3.03	Fair Labor Standards Act	17
Section 3.04	Receivables	17
Section 3.05	No Consents	17
Section 3.06	Deposit and Securities Accounts	18
	ARTICLE IV
	COVENANTS
Section 4.01	Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports	18
Section 4.02	Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements	18
Section 4.03	Further Actions	18
Section 4.04	Collateral in Possession of Other Persons, Leased Real Property Locations	19
Section 4.05	Books and Records	19
Section 4.06	Delivery of Instruments, Etc.	19
Section 4.07	Collection and Verification of Receivables	20
Section 4.08	Notification to Account Debtors	20
Section 4.09	Certificates of Title; Fixtures	20
Section 4.10	Disposition of Collateral	21
Section 4.11	Insurance	21
Section 4.12	Information Regarding Collateral	21

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Table of Contents (Cont.)

		Page
Section 4.13	Covenants Regarding Intellectual Property	21
Section 4.14	Deposit Accounts and Securities Accounts	23
Section 4.15	Electronic Chattel Paper	23
Section 4.16	Claims	24
Section 4.17	Letter-of-Credit-Rights	24
Section 4.18	Modification of Assigned Agreements, Etc.	24
	ARTICLE V
	GENERAL AUTHORITY; REMEDIES
Section 5.01	General Authority	24
Section 5.02	Remedies upon Event of Default	25
Section 5.03	Limitation on Duty of Collateral Agent in Respect of Collateral	28
Section 5.04	Application of Proceeds	29
Section 5.05	Assigned Agreements	30
	ARTICLE VI
	COLLATERAL AGENT
Section 6.01	Concerning the Collateral Agent	30
Section 6.02	Appointment of Co-Collateral Agent	30
	ARTICLE VII
	MISCELLANEOUS
Section 7.01	Notices	31
Section 7.02	No Waivers; Non-Exclusive Remedies	31
Section 7.03	Compensation and Expenses of the Collateral Agent; Indemnification	31
Section 7.04	Enforcement	33
Section 7.05	Amendments and Waivers	33
Section 7.06	Successors and Assigns	33
Section 7.07	Governing Law	34
Section 7.08	Limitation of Law; Severability	34
Section 7.09	Counterparts; Effectiveness	34
Section 7.10	Additional Loan Parties	34
Section 7.11	Termination	35
Section 7.12	Entire Agreement	35

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Table of Contents (Cont.)

			Page
Schedules:
Schedule 1.01	-	Claims
Schedule 3.06	-	Deposit Accounts and Securities Accounts
Schedule 4.01	-	Filings to Perfect Security Interests
Exhibits:
Exhibit A	-	Form of Assignment of Security Interest in United States Patents and Trademarks
Exhibit B	-	Form of Assignment of Security Interest in United States Copyrights
Exhibit C	-	Form of Deposit Account Control Agreement
Exhibit D	-	Form of Landlord’s Waiver and Consent
Exhibit E	-	Form of Consent to Assignment of Letter of Credit Proceeds

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SECURITY AGREEMENT dated as of March 10, 2004 (as amended, modified or supplemented from time to time, this “Agreement”) among the Loan Parties from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent for the benefit of the Finance Parties referred to herein.

GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (together with its respective successors and permitted assigns, the “Borrower”), proposes to enter into at dated as of March 10, 2004 (as amended, modified or supplemented from time to time and including any agreement extending the maturity of, refinancing or otherwise restructuring all or any portion of the obligations of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among GCA HOLDINGS, L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, “Holdings”), the Borrower, the banks and other lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent (together with its successor or successors in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.

The Swap Creditors may from time to time provide forward rate agreements, options, swaps, caps, floors, other financial derivatives agreements and other combinations or hybrids of any of the foregoing (collectively, “Swap Agreements”). The Lenders, each L/C Issuer, the Swing Line Lender, the Administrative Agent, the Collateral Agent and each Swap Creditor and their respective successors and assigns are herein referred to individually as a “Finance Party” and collectively as the “Finance Parties”.

To induce the Lenders to enter into the Credit Agreement and the other Senior Finance Documents referred to therein and the Swap Creditors to enter into the Swap Agreements (the Senior Finance Documents together with the Swap Agreements being herein referred to collectively as the “Finance Documents” and each a “Finance Document”) and as a condition precedent to the obligations of the Finance Parties and the Swap Creditors thereunder, Holdings and certain subsidiaries of the Borrower have agreed to provide guaranties pursuant to the terms of the Guaranty dated March 10, 2004 (as amended, modified or supplemented from time to time, the “Guaranty”) of all obligations of the Borrower and the other Loan Parties (as defined below) under or in respect of the Finance Documents (such subsidiaries referred to in this and the preceding sentence and all other persons that now or hereafter have obligations under guaranties under or in respect of Finance Documents (exclusive of Holdings) being herein referred to individually as a “Subsidiary Guarantor” and collectively as the “Subsidiary Guarantors”).

As a further condition precedent to the Lenders’ obligations under the Finance Documents and the Swap Creditors’ obligations under the Swap Agreements, each of Holdings, the Borrower and each Subsidiary Guarantor (each a “Loan Party” and, together with each other person that becomes a party hereto pursuant to Section 7.10 hereof and the respective successors and permitted assigns of each of the foregoing, the “Loan Parties”) has agreed or will agree to grant a continuing security interest in favor of the Collateral Agent in and to the Collateral (as hereinafter defined) to secure the Finance Obligations (as hereinafter defined). Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Terms Defined in the Credit Agreement. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

Section 1.02 Terms Defined in the UCC. Unless otherwise defined herein or in the Credit Agreement or the context otherwise requires, the following terms, together with any uncapitalized terms used herein which are defined in the UCC, have the respective meanings provided in the UCC: (i) As-Extracted Collateral; (ii) Certificated Security; (iii) Chattel Paper; (iv) Documents; (v) Financial Asset; (vi) Instruments; (vii) Inventory; (viii) Investment Property; (ix) Payment Intangibles; (x) Proceeds; (xi) Securities Account; (xii) Securities Intermediary; (xiii) Security; (xiv) Security Certificate; (xv) Security Entitlements; and (xvi) Uncertificated Security.

Section 1.03 Additional Definitions. Terms defined in the introductory section hereof have the respective meanings set forth therein. The following additional terms, as used herein, have the following respective meanings:

“Account Control Agreement” means (i) with respect to a Deposit Account, a deposit account control agreement, substantially in the form of Exhibit C hereto, among one or more Loan Parties, the Collateral Agent and the bank which maintains such Deposit Account and (ii) with respect to a Securities Account, a securities account control agreement, substantially in the form of Exhibit B to the Pledge Agreement, among one or more Loan Parties, the Collateral Agent and the Securities Intermediary which maintains such Securities Account, in each case as the same may be amended, modified or supplemented from time to time.

“Accounts” means (i) all “accounts” (as defined in the UCC), (ii) all of the rights of any Loan Party in, to and under all purchase orders for goods, services or other property, (iii) all of the rights of any Loan Party to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid seller’s rights of rescission, replevin, reclamation and rights to stoppage in transit) and (iv) all monies due to or to become due to any Loan Party under any and all contracts for any of the foregoing (in each case, whether or not yet earned by performance on the part of such Loan Party), including, without limitation, the right to receive the Proceeds of said purchase orders and contracts and all Supporting Obligations of any kind given by any Person with respect to all or any of the foregoing.

“Account Debtor” means an “account debtor” (as defined in the UCC), and also means and includes Persons obligated to pay negotiable instruments and other Receivables.

“Assigned Agreements” means with respect to each Loan Party those contracts and agreements of such Loan Party identified in or pursuant to Section VI of such Loan Party’s Perfection Certificate, as the same may be amended, modified or supplemented from time to time, and all Supporting Obligations of any kind given by any Person with respect to all or any of the foregoing.

“Cash Proceeds Account” has the meaning set forth in Section 2.04(a) of this Agreement.

“Claims” means all “commercial tort claims” (as defined in the UCC), including, without limitation, each of the claims described on Schedule 1.01 hereto, as such Schedule may be amended, modified or supplemented from time to time, and also means and includes all claims, causes of action and similar rights and interests (however characterized) of a Loan Party, whether arising in contract, tort or otherwise, and whether or not subject to any action, suit, investigation or legal, equitable, arbitration or administrative proceedings.

“Collateral” has the meaning set forth in Section 2.01 of this Agreement.

“Collateral Accounts” means one or more of the Cash Proceeds Account, the L/C Cash Collateral Account, the Reinvestment Funds Account, global and any other Securities Accounts or

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Deposit Accounts established with or in the possession or under the control of the Collateral Agent into which cash or cash Proceeds (including cash Proceeds of insurance policies, awards of condemnation or other compensation) of any Collateral are deposited from time to time, collectively.

“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent for the Finance Parties, and its successor or successors in such capacity.

“Computer Hardware” means all computer and other electronic data processing hardware of a Loan Party, whether now or hereafter owned, licensed or leased by such Loan Party, including, without limitation, all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware, all documentation, flowcharts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes associated with any of the foregoing and all options, warranties, services contracts, program services, test rights, maintenance rights, support rights, renewal rights and indemnifications relating to any of the foregoing.

“Copyright” means any of the following, whether now existing or hereafter arising, created or acquired:

(i) the United States and foreign copyrights described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and any renewals thereof;

(ii) all other common law and/or statutory rights in all copyrightable subject matter under the laws of the United States or any other country (whether or not the underlying works of authorship have been published);

(iii) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental, derivative or collective work registrations and pending applications for registrations in the United States Copyright Office or any other country;

(iv) all computer programs, web pages, computer data bases and computer program flow diagrams, including all source codes and object codes related to any or all of the foregoing;

(v) all tangible property embodying or incorporating any or all of the foregoing, whether in completed form or in some lesser state of completion, and all masters, duplicates, drafts, versions, variations and copies thereof, in all formats;

(vi) all claims for, and rights to sue for, past, present and future infringement of any of the foregoing;

(vii) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Copyright Licenses in connection therewith;

(viii) all rights in any of the foregoing, whether arising under the laws of the United States or any foreign country or otherwise, to copy, record, synchronize, broadcast,

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transmit, perform and/or display any of the foregoing or any matter which is the subject of any of the foregoing in any manner and by any process now known or hereafter devised; and

(ix) the name and title of each Copyright item and all rights of any Loan Party to the use thereof, including, without limitation, rights protected pursuant to trademark, service mark, unfair competition, anti-cybersquatting and/or the rules and principles of any other applicable statute, common law or other rule or principle of law now existing or hereafter arising.

“Copyright Assignment” means an Assignment of Security Interest in United States Copyrights, substantially in the form of Exhibit B to this Agreement, between one or more Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“Copyright License” means any agreement now or hereafter in existence granting to any Loan Party any rights, whether exclusive or non-exclusive, to use another Person’s copyrights, whether or not registered, or copyright applications, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, with respect to any Copyright, whether or not registered, including, without limitation, the Copyright Licenses described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time).

“Deposit Accounts” means all “deposit accounts” (as defined in the UCC) and also means and includes all demand, time, savings, passbook or similar accounts maintained by a Loan Party with a bank or other financial institution, whether or not evidenced by an Instrument, all cash and other funds held therein and all passbooks related thereto and all certificates and Instruments, if any, from time to time representing, evidencing or deposited into such deposit accounts.

“Direct Exposure” has the meaning set forth in Section 2.06 of this Agreement.

“Equipment” means all “equipment” (as defined in the UCC), including all items of machinery, equipment, Computer Hardware, furnishings and fixtures of every kind, whether or not affixed to real property, as well as all motor vehicles, automobiles, trucks, trailers, railcars, barges and vehicles of every description, handling and delivery equipment, all additions to, substitutions for, replacements of or accessions to any of the foregoing, all attachments, components, parts (including spare parts) and accessories whether installed thereon or affixed thereto and all fuel for any thereof and all options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights and indemnifications relating to any of the foregoing.

“Finance Obligations” means: (i) all Senior Obligations and (ii) all Swap Obligations owing to one or more Swap Creditors; in each case whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof.

“Finance Party” has the meaning set forth in the introductory section hereof.

“Foreign Subsidiary” means with respect to any Person at any date any Subsidiary of such Person which is not a US Subsidiary of such Person.

“General Intangibles” means all “general intangibles” (as defined in the UCC) and also means and includes (i) all Payment Intangibles and other obligations and indebtedness owing to any Loan

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Party (other than Accounts), from whatever source arising, (ii) all Claims, Judgments and/or Settlements, (iii) all rights or claims in respect of refunds for taxes paid, (iv) all rights in respect of any pension plans or similar arrangements maintained for employees of any Loan Party or any ERISA Affiliate, (v) all interests in limited liability companies and/or partnerships which interests do not constitute Securities and (vi) all Supporting Obligations of any kind given by any Person with respect to all or any of the foregoing.

“Intellectual Property” means all Patents, Trademarks, Copyrights, Software, Licenses, goodwill, trade names, service marks, trade secrets, confidential or proprietary technical and business information, inventions, know-how, show-how, domain names, mask works, customer lists, vendor lists, subscription lists, data bases and related documentation, registrations, franchises, and all other intellectual or other similar property rights.

“Judgments” means all judgments, decrees, verdicts, decisions or orders issued in resolution of or otherwise in connection with a Claim, whether or not final or subject to appeal, and including all rights of enforcement relating thereto and any and all Proceeds thereof.

“Letter-of-Credit Right” means all “letter-of-credit rights” (as defined in the UCC) and also means and includes all rights of a Loan Party to demand payment or performance under a letter of credit (as defined in Article V of the UCC).

“License” means any Patent License, Trademark License, Copyright License, Software License or other license or sublicense as to which any Loan Party is a party (other than those license agreements in existence as of the date hereof and listed and designated as such on Schedule V to any Loan Party’s Perfection Certificate and license agreements entered into after the date hereof, in each case, which by their terms prohibit assignment or a grant of a security interest by the applicable Loan Party as licensee thereunder (“Excluded Licenses”); provided that (i) rights to payments under any Excluded License shall be included in the Collateral to the extent permitted thereby or by Section 9-406 and 9-408 of the UCC, (ii) all Proceeds paid or payable to any Loan Party from any sale, transfer or assignment of any such Excluded License and all rights to receive such Proceeds shall be included in the Collateral and (iii) the term “Excluded License” shall not include any rights or interest of a Loan Party in, to or under any Excluded License arising after the Closing Date which is material to the conduct of the business of a Loan Party or with respect to which a contravention or other violation caused or arising by its inclusion as Collateral under this Agreement could reasonably be expected to have a Material Adverse Effect unless (A) the Loan Party shall have used, or shall be diligently using, commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the other party to such Excluded License of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and (B) the Loan Party shall have given prompt written notice to the Collateral Agent upon any failure to obtain such consent or approval).

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable, chattel paper, payment intangibles or promissory notes.

“Liquid Investments” has the meaning set forth in Section 2.07 of this Agreement.

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“L/C Cash Collateral Account” has the meaning set forth in Section 2.06 of this Agreement.

“Patent” means any of the following:

(i) the United States and foreign patents described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and any renewals thereof;

(ii) all other letters patent and design letters patent of the United States or any other country;

(iii) all applications filed or in preparation for filing for letters patent and design letters patent of the United States or any other country including, without limitation, applications in the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country or political subdivision thereof;

(iv) all reissues, divisions, continuations, continuations-in-part, revisions, renewals or extensions thereof;

(v) all claims for, and rights to sue for, past, present or future infringement of any of the foregoing;

(vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Patent Licenses in connection therewith; and

(vii) all rights corresponding to any of the foregoing whether arising under the laws of the United States or any foreign country or otherwise.

“Patent and Trademark Assignment” means an Assignment of Security Interest in United States Patents and Trademarks, substantially in the form of Exhibit A to this Agreement, between one or more Loan Parties and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“Patent License” means any agreement now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, with respect to any Person’s patent or any invention now or hereafter in existence, whether or not patentable, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, with respect to any Patent or any invention now or hereafter in existence, whether or not patentable and whether or not a Patent or application for Patent is in or hereafter comes into existence on such invention, including, without limitation, the Patent Licenses described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time).

“Perfection Certificate” means with respect to each Loan Party a certificate, substantially in the form of Exhibit G-3 to the Credit Agreement, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of the Collateral Agent.

“Permitted Lien” means any Lien referred to in, and permitted by, Section 7.02(i)-(xv) of the Credit Agreement.

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“Receivables” means all Accounts, all Payment Intangibles, all Instruments, all Chattel Paper, all Letter-of-Credit Rights and all Supporting Obligations supporting or otherwise relating to any of the foregoing.

“Recordable Intellectual Property” means Intellectual Property the transfer of which is required to be recorded in the United States Patent and Trademark Office or the United States Copyright Office in order to be effective against subsequent third party transferees; provided that the following shall not be considered “Recordable Intellectual Property” hereunder: (i) unregistered United States Copyrights and (ii) non-exclusive Licenses.

“Reinvestment Funds” has the meaning set forth in Section 2.05(a) of this Agreement.

“Reinvestment Funds Account” has the meaning set forth in Section 2.05(a) of this Agreement.

“Relevant Contingent Exposure” has the meaning set forth in Section 2.06 of this Agreement.

“Security Interests” means the security interests in the Collateral granted under this Agreement securing the Finance Obligations.

“Senior Obligations” means:

(i) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim under any Debtor Relief Law) on any Loan or L/C Obligation under, or any Note issued pursuant to, the Credit Agreement, this Agreement or any other Senior Finance Document;

(ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Loan Party (including, without limitation, any amounts which accrue after the commencement of any Debtor Relief Law with respect to any Loan Party, whether or not allowed or allowable as a claim under any Debtor Relief Law) pursuant to the Credit Agreement, this Agreement or any other Finance Document;

(iii) all expenses of any Finance Party as to which it has a right to reimbursement under Section 7.03(a) or (b) of this Agreement, Section 10.04 of the Credit Agreement or any other similar provision of any other Senior Finance Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve any Collateral or to preserve its security interest in any Collateral;

(iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 7.03(c) of this Agreement, Section 10.05 of the Credit Agreement or under any other similar provision of any other Finance Document; and

(v) in the case of Holdings and each Subsidiary Guarantor, all amounts now or hereafter payable by Holdings or such Subsidiary Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any Debtor Relief Law with respect to Holdings or such Subsidiary Guarantor, whether or not allowed or allowable as a claim under any Debtor Relief

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Law) on the part of Holdings or such Subsidiary Guarantor pursuant to the Guaranty in respect of the Credit Agreement or any Senior Finance Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

“Settlements” means all right, title and interest of a Loan Party in, to and under any settlement agreement or other agreement executed in settlement or compromise of any Claim, including all rights to enforce such agreements and all payments thereunder or arising in connection therewith.

“Software” means all “software” (as defined in the UCC), and also means and includes all software programs, whether now or hereafter owned, licensed or leased by a Loan Party, designed for use on Computer Hardware, including, without limitation, all operating system software, utilities and application programs in whatever form and whether or not embedded in goods, all source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever, all firmware associated with any of the foregoing, all documentation, flowcharts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes associated with any of the foregoing, and all options, warranties, services contracts, program services, test rights, maintenance rights, support rights, renewal rights and indemnifications relating to any of the foregoing.

“Software License” means any agreement (including any agreement constituting a Copyright License, Patent License and/or Trademark License) now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, to use another Person’s Software, or pursuant to which any Loan Party has granted to any other Person, any right, whether exclusive or non-exclusive, to use any Software, whether or not subject to any registration.

“Supporting Obligation” means a Letter-of-Credit Right, Guarantee or other secondary obligation supporting or any Lien securing the payment or performance of one or more Receivables, General Intangibles, Documents, Assigned Agreements or Investment Property.

“Swap Agreement” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.)

“Swap Creditor” means any Lender or any Affiliate of any Lender from time to time party to one or more Swap Agreements with a Loan Party (even if any such Lender for any reason ceases after the execution of such agreement to be a Lender under the Credit Agreement), and its successors and assigns, and “Swap Creditors” means any two or more of such Swap Creditors.

“Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any

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Debtor Relief Law) of such Person in respect of any Swap Agreement, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law.

“Trademark” means any of the following:

(i) the United States and foreign trademarks described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and any renewals thereof;

(ii) all other trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, certification marks, collective marks, brand names and trade dress which are or have been used in the United States or in any state, territory or possession thereof, or in any other place, nation or jurisdiction, along with all prints and labels on which any of the foregoing have appeared or appear, package and other designs, and any other source or business identifiers, and general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law;

(iii) the goodwill of the business symbolized thereby or associated with each of the foregoing;

(iv) all registrations and applications in connection therewith, including, without limitation, registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, but excluding in all cases all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office provided that upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Trademark;

(v) all reissues, extensions and renewals thereof;

(vi) all claims for, and rights to sue for, past, present or future infringements of any of the foregoing;

(vii) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements thereof and payments and damages under all Trademark Licenses in connection therewith; and

(viii) all rights corresponding to any of the foregoing whether arising under the laws of the United States or any foreign country or otherwise.

“Trademark License” means any agreement now or hereafter in existence granting to any Loan Party any right, whether exclusive or non-exclusive, to use another Person’s trademarks or trademark applications, or pursuant to which any Loan Party has granted to any other Person any right, whether exclusive or non-exclusive, to use any Trademark, whether or not registered, including, without limitation, the Trademark Licenses described on Schedule V to any Loan Party’s Perfection Certificate (as each such schedule may be amended, modified or supplemented from time to time) and the rights to prepare for sale, sell and advertise for sale, all of the inventory now or hereafter owned by any Loan Party and now or hereafter covered by such license agreements.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or the priority of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“US Subsidiary” means with respect to any Person each Subsidiary of such Person which, at the time of determination, is incorporated in or organized under the laws of the United States of America, any State thereof or the District of Columbia, and “US Subsidiaries” means all of them, collectively.”

Section 1.04 Terms Generally. The definitions in Section 1.03 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, the word “day” means a calendar day.

ARTICLE II

SECURITY INTERESTS

Section 2.01 Grant of Security Interests. To secure the due and punctual payment of all Finance Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of the obligations of each Loan Party hereunder and under the other Finance Documents, each Loan Party hereby grants to the Collateral Agent for the benefit of the Finance Parties a security interest in, and each Loan Party hereby pledges and assigns to the Collateral Agent for the benefit of the Finance Parties, all of such Loan Party’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located (all of which are herein collectively called the “Collateral”):

(i) all Receivables;

(ii) all Inventory;

(iii) all General Intangibles;

(iv) all Intellectual Property;

(v) all Documents and all Supporting Obligations of any kind given by any Person with respect thereto;

(vi) all Equipment;

(vii) all Investment Property and all Supporting Obligations of any kind given by any Person with respect thereto;

(viii) all Assigned Agreements;

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(ix) all Deposit Accounts;

(x) all As-Extracted Collateral;

(xi) the Collateral Accounts, all cash and other property deposited therein or credited thereto from time to time, the Liquid Investments made pursuant to Section 2.07 and other monies and property of any kind of any Loan Party maintained with or in the possession of or under the control of the Collateral Agent;

(xii) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of each Loan Party pertaining to any of the Collateral; and

(xiii) all Proceeds of all or any of the Collateral described in clauses (i) through (xii) hereof;

provided, however, that, except as otherwise required by Section 6.12(d) of the Credit Agreement, the Collateral shall not include any Security owned by any Loan Party which constitutes a voting equity Security issued by a Foreign Subsidiary of such Loan Party that is a corporation for United States Federal Income tax purposes, in each case if and to the extent that the inclusion of such Security in the Collateral would cause the Collateral pledged by such Loan Party hereunder or under any other Finance Document to include in the aggregate more than 65% of the total combined voting power of all classes of voting securities of such Foreign Subsidiary and such inclusion would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of earnings of such Foreign Subsidiary to such Loan Party for United States federal income tax purposes in an amount reasonably deemed material by the Collateral Agent. For the avoidance of doubt, the Collateral shall not include (A) any currency supplied to any Loan Party under a vault cash custody, bailment or similar arrangement pursuant to which such Loan Party has no ownership interest in such currency, or (B) the amount of any settlement receivable arising from the disbursement of currency supplied to any Loan Party under a vault cash custody, bailment or similar arrangement pursuant to which such Loan Party has no ownership interest in such currency.

Section 2.02 Continuing Liability of Each Loan Party. Anything herein to the contrary notwithstanding, each Loan Party shall remain liable to observe and perform all the terms and conditions to be observed and performed by it under any contract, agreement, warranty or other obligation with respect to the Collateral. Neither the Collateral Agent nor any Finance Party shall have any obligation or liability under any such contract, agreement, warranty or obligation by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Finance Party of any payment relating to any Collateral, nor shall the Collateral Agent or any Finance Party be required to perform or fulfill any of the obligations of any Loan Party with respect to any of the Collateral, to make any inquiry as to the nature or sufficiency of any payment received by it or the sufficiency of the performance of any party’s obligations with respect to any Collateral. Furthermore, neither the Collateral Agent nor any Finance Party shall be required to file any claim or demand to collect any amount due or to enforce the performance of any party’s obligations with respect to the Collateral.

Section 2.03 Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing and except as otherwise provided in Section 7.11 or Section 7.05 of the Credit

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Agreement, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:

(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any Finance Obligation under any other Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;

(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;

(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation;

(iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;

(v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, Holdings, any Subsidiary Guarantor, any other Loan Party, any other Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation;

(vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;

(viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person;

(ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors;

(x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to

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subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or

(xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s obligations hereunder.

Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder.

This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury.

Section 2.04 Segregation of Proceeds; Cash Proceeds Account.

(a) Creation of Cash Proceeds Account. There is hereby established with the Collateral Agent a Securities Account (the “Cash Proceeds Account”) in the name of “Bank of America, N.A., as Collateral Agent” and under the exclusive control of the Collateral Agent, into which there shall be deposited from time to time the cash Proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to subsection (b) of this Section. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the Cash Proceeds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Cash Proceeds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Cash Proceeds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 and any other property or assets from time to time deposited in or credited to the Cash Proceeds Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided.

(b) Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of a Default or an Event of Default, except as otherwise provided in Section 2.05 or 2.06, each Loan Party shall instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address set forth on the signature pages hereto or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that if the Proceeds of any Collateral hereunder (including the payments made in respect of Receivables) shall

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be received by it after the occurrence and during the continuance of a Default or an Event of Default, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan Party. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Section 2.05 Reinvestment Funds Account.

(a) Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Proceeds or Condemnation Awards or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b) of the Credit Agreement, Section 4.11 hereof or pursuant to any similar provision of any other Finance Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.09(b)(iii) of the Credit Agreement and the definition of “Reinvestment Funds” in Section 1.01 of the Credit Agreement or any other applicable term of any Finance Document, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) below, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Document for application as provided in subsection (b) below.

(b) Withdrawals from Reinvestment Funds Account. The balance from time to time standing to the credit of the Reinvestment Funds Account (to the extent not applied pursuant to the last

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sentence of Section 2.05(a)) shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuation of a Default or an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the applicable Loan Party at such times and in such amounts as such Loan Party shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Reinvestment Funds were received or for the purpose of repaying indebtedness secured by a Permitted Lien on, or meeting other liabilities in respect of, the property in respect of which such Reinvestment Funds were received. Each Loan Party hereby irrevocably consents and agrees to such distribution. To the extent required by any Finance Document, any such request shall be accompanied by a certificate of the chief executive officer or chief financial officer of such Loan Party setting forth in detail reasonably satisfactory to the Collateral Agent the repair, reconstruction or replacement for which such funds will be expended. If immediately available cash on deposit in the Reinvestment Funds Account is not sufficient to make any distribution to a Loan Party referred to in the previous sentence of this Section 2.05(b), the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Reinvestment Funds Account designated by such Loan Party and the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Article II, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Collateral Agent may apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Reinvestment Funds Account in the manner specified in Section 5.04 hereof.

Section 2.06 L/C Cash Collateral Account. All amounts required to be deposited by any Loan Party as cash collateral for L/C Obligations pursuant to Section 2.09(b) or Section 8.02(c) of the Credit Agreement, any similar provision of any other Finance Document or pursuant to Section 5.04 hereof shall be deposited in a Securities Account (the “L/C Cash Collateral Account”) established and maintained by such Loan Party at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such L/C Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.07 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the Issuing Lender with respect thereto of a draft presented under any Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Administrative Agent for application pursuant to the Credit Agreement, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Default or Event of Default shall have occurred and be continuing, be withdrawn by the Collateral Agent and paid to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such distribution. If a Default shall have occurred and be

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continuing, such excess amount shall be retained in the L/C Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.04. If immediately available cash on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.06, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.06, such distribution shall not be made until such liquidation has taken place.

Section 2.07 Investment of Funds in Collateral Accounts. Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name of the Borrower and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent may liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof in the manner specified in Section 5.04. For this purpose, “Liquid Investments” means Cash Equivalents maturing within 30 days after a Cash Equivalent is acquired by the Collateral Agent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants that:

Section 3.01 Title to Collateral. Such Loan Party has good and marketable title to, or valid license or leasehold interests in, all of the Collateral in which it has granted a security interest hereunder, free and clear of any Liens other than Permitted Liens. Such Loan Party has taken all actions necessary under the UCC to perfect its interest in any Receivables purchased by or assigned to it, as against its assignors and creditors of its assignors. Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, Permitted Liens and Liens securing indebtedness to be repaid with the proceeds of the initial Finance Obligations and in respect of which the Administrative Agent has received pay-off letters and instruments appropriate under local law to effect the termination of such Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Collateral. Except as set forth in the Perfection Certificate, no Collateral is in the possession or control of any Person (other than a Loan Party) asserting any claim thereto or security interest therein, except that the Collateral Agent or its designee may have possession and/or control of Collateral as contemplated hereby and by the other Finance Documents.

Section 3.02 Validity, Perfection and Priority of Security Interests.

(a) The Security Interests constitute valid security interests under the UCC securing the Finance Obligations.

(b) When Uniform Commercial Code financing statements stating that the same covers “all assets”, “all personal property” or words of similar import shall have been filed in the offices specified in Schedule 4.01 hereto, the Security Interests will constitute perfected security interests in all right, title and interest of such Loan Party in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens.

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(c) When each Patent and Trademark Assignment has been properly filed with the United States Patent and Trademark Office and each Copyright Assignment has been properly filed with the United States Copyright Office, the Security Interests will constitute perfected security interests in all right, title and interest of such Loan Party in the Recordable Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens.

(d) When each Account Control Agreement has been executed and delivered to the Collateral Agent, the Security Interests will constitute perfected security interests in all right, title and interest of the Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens.

(e) When each consent substantially in the form of Exhibit E hereto has been executed and delivered to the Collateral Agent, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in the Letter-of-Credit Rights referred to therein, prior to all other Liens and rights of others therein except for Permitted Liens.

(f) So long as such Loan Party is in compliance with the provisions of Section 4.15, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in all electronic Chattel Paper, prior to all other Liens and rights of others therein except for Permitted Liens.

Section 3.03 Fair Labor Standards Act. All of such Loan Party’s Inventory has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended from time to time, or any successor statute, and regulations promulgated thereunder.

Section 3.04 Receivables. With respect to each Receivable of such Loan Party, all records, papers and documents relating thereto (if any) are genuine and in all respects what they purport to be, and all papers and documents (if any) relating thereto (i) to the best of such Loan Party’s knowledge, represent legal, valid and binding obligations of the respective Account Debtor, subject to adjustments customary in the business of such Loan Party, with respect to unpaid indebtedness or other monetary obligations incurred by such Account Debtor in respect of the performance of labor or services, the sale, lease, license, assignment, exchange and delivery of the merchandise or other property listed therein, the incurrence of a secondary obligation as set forth therein or the use of a credit or charge card or information contained on or for use with such a card or any combination of the foregoing, and (ii) are the only original writings evidencing and embodying such obligations of the Account Debtor named therein (other than copies created for general accounting purposes) and are in compliance with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Section 3.05 No Consents. No consent of any other Person (including, without limitation, any stockholder or creditor of such Loan Party or any of its Subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by the Loan Party in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of the rights and remedies of the Collateral Agent pursuant to this Agreement, except (i) as may be required to perfect (as described in Schedule 4.01 hereto) and maintain the perfection of the security interests created hereby, (ii) with respect to vehicles represented by a certificate of title, (iii) with respect to Receivables subject to the Federal Assignment of Claims Act or (iv) in connection with the disposition of the Collateral by laws affecting the offering and sale of securities generally or as described in Schedule 5.03 to the Credit Agreement; provided, however, that (i) the registration of Copyrights in the United States Copyright Office may be required to obtain a security interest therein that is effective against subsequent

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transferees under United States Federal copyright law and (ii) to the extent that recordation of the Security Interests in the United States Patent and Trademark Office or the United States Copyright Office is necessary to perfect the Security Interests or to render the Security Interests effective against subsequent third parties, such recordations will not have been made with respect to the items that are not Recordable Intellectual Property.

Section 3.06 Deposit and Securities Accounts. Schedule 3.06 hereto sets forth as of the date hereof a complete and correct list of each Loan Party’s Deposit Accounts and Securities Accounts, the name and address of the financial institution which maintains each such account and the purpose for which such account is used.

ARTICLE IV

COVENANTS

Each Loan Party covenants and agrees that until the payment in full of all Finance Obligations and until there is no commitment by any Finance Party to make further advances, incur obligations or otherwise give value, such Loan Party will comply with the following:

Section 4.01 Delivery of Perfection Certificate; Initial Perfection and Delivery of Search Reports. Not less than five Business Days prior to the Closing Date, such Loan Party shall (i) deliver its Perfection Certificate to the Collateral Agent, (ii) deliver to the Collateral Agent a fully executed Account Control Agreement with respect to each of its Deposit Accounts and Securities Accounts, (iii) deliver to the Collateral Agent a fully executed consent substantially in the form of Exhibit E hereto with respect to each of its Letter-of-Credit Rights and (iv) cause all filings and recordings specified in Schedule 4.01 hereto to have been completed. The information set forth in the Perfection Certificate shall be correct and complete as of the Closing Date. Not later than 60 days following the Closing Date, such Loan Party shall furnish to the Collateral Agent file search reports from each Uniform Commercial Code filing office set forth in Schedule 4.01 confirming the filing information set forth in such Schedule.

Section 4.02 Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements. Such Loan Party will not change its name, identity, structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case, unless it shall have given the Collateral Agent not less than 30 days’ prior notice thereof. Such Loan Party shall not in any event change the location of its place or places of business, its chief executive office or any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless such Loan Party has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in the Collateral do not lapse or cease to be perfected.

Section 4.03 Further Actions. Each Loan Party will, from time to time at its expense and in such manner and form as the Collateral Agent may reasonably request, execute, deliver, file and record any financing statement, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the Uniform Commercial Code and any filings with the United States Patent and Trademark Office and the United States Copyright Office) that from time to time may be necessary or advisable under the UCC or with respect to Recordable Intellectual Property, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable the Collateral Agent and the Finance Parties to obtain the full benefit of this Agreement or to exercise and enforce any of its rights,

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powers and remedies created hereunder or under applicable law with respect to any of the Collateral. To the extent permitted by applicable law, such Loan Party hereby authorizes the Collateral Agent to file, in the name of such Loan Party or otherwise and without the signature or other separate authorization or authentication of such Loan Party appearing thereon, such Uniform Commercial Code financing statements or continuation statements as the Collateral Agent may reasonably deem necessary or appropriate to further perfect or maintain the perfection of the Security Interests. Such Loan Party hereby authorizes the Collateral Agent to file financing and continuation statements describing as the Collateral covered thereby “all of the debtor’s personal property and assets” or words to similar effect, notwithstanding that such description may be broader in scope than the Collateral described in this Agreement. Such Loan Party agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Loan Parties shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the Collateral.

Section 4.04 Collateral in Possession of Other Persons, Leased Real Property Locations. If any of such Loan Party’s Collateral having a value individually or collectively in excess of $100,000 is at any time in the possession or control of any warehouseman, vendor, bailee or any agents or processors of any Loan Party, such Loan Party shall (i) notify such warehouseman, vendor, bailee, agent or processor of the Security Interests created hereby, (ii) instruct such warehouseman, vendor, bailee, agent or processor to hold all such Collateral for the Collateral Agent’s account and subject to the Collateral Agent’s instructions, (iii) use best efforts to cause such warehouseman, vendor, bailee, agent or processor to authenticate a record acknowledging that it holds possession of such Collateral for the benefit of the Collateral Agent and the Finance Parties and (iv) make such authenticated record available to the Collateral Agent. Such Loan Party agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its Inventory, such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such term is used in Section 7-104 of the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law). If any Loan Party enters into any lease of real estate after the date hereof, such Loan Party will use commercially reasonable efforts to obtain waivers from the landlords of all such real estate, substantially in the form of Exhibit D hereto or in such other form as shall be reasonably acceptable to the Collateral Agent.

Section 4.05 Books and Records. Such Loan Party shall keep full and accurate books and records relating to the Collateral, including, but not limited to, the originals of all documentation with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and such Loan Party will make the same available to the Collateral Agent for inspection, at such Loan Party’s own cost and expense, at any and all reasonable times upon demand. Upon direction by the Collateral Agent, such Loan Party shall stamp or otherwise mark such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the Security Interests.

Section 4.06 Delivery of Instruments, Etc. Such Loan Party will immediately deliver each Instrument and each Certificated Security (other than (i) Cash Equivalents held in a Deposit Account or a Securities Account and subject to an effective Account Control Agreement as required by Section 4.14 hereof and (ii) Instruments or Certificated Securities received in connection with bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers in the ordinary course of business having individually, a face amount of less than $50,000 in the case of Instruments or Certificated Securities subject to this clause (ii)) to the Collateral Agent, appropriately indorsed to the Collateral Agent; provided that so long as no Default or Event of Default shall have occurred and be continuing, and except as required by any other Finance Document, such Loan Party may (unless otherwise provided in Section 2.04(b)) retain for collection in the ordinary course of business any Instruments (other than checks, drafts and other

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Instruments received by it in the ordinary course of business) and the Collateral Agent shall, promptly upon request of such Loan Party, make appropriate arrangements for making any other Instrument or Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document); and, provided, further, that to the extent such Loan Party complied with the requirements of Section 4.01 of the Pledge Agreement with respect to an Instrument or a Certificated Security, such Loan Party shall be deemed to have complied with the provisions of this Section 4.06 with respect to such Instrument or such Certificated Security, as the case may be.

Section 4.07 Collection and Verification of Receivables.

(a) Collection of Receivables. Such Loan Party shall use its commercially reasonable efforts to cause to be collected from each Account Debtor, as and when due, any and all amounts owing under or on account of each Receivable (including, without limitation, Receivables which are delinquent, such Receivables to be collected in accordance with lawful collection procedures) unless such Loan Party shall reasonably determine in respect of any such Receivable that such efforts would be of negligible economic value, and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable. Such Loan Party shall not rescind or cancel any indebtedness or obligation evidenced by any Receivable, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to, or sell or assign, any Receivable, or interest therein, without the prior written consent of the Collateral Agent, except that, subject to the rights of the Collateral Agent and the Finance Parties hereunder if a Default or an Event of Default shall have occurred and be continuing, such Loan Party may allow as adjustments to amounts owing under its Receivables (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Loan Party finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Loan Party’s ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorneys’ fees) of collection of Receivables, whether incurred by such Loan Party or the Collateral Agent, shall be borne by the Loan Parties.

(b) Upon the occurrence and during the continuance of a Default or an Event of Default, each Loan Party, at its own expense, will cause its financial officer to furnish to the Collateral Agent at any time and from time to time promptly upon the Collateral Agent’s request (i) a reconciliation of all Receivables, (ii) an aging of all Receivables, (iii) trail balances and (iv) a test verification of such Receivables as the Collateral Agent may request.

Section 4.08 Notification to Account Debtors. Upon the occurrence and during the continuation of a Default or an Event of Default, such Loan Party will promptly notify (and such Loan Party hereby authorizes the Collateral Agent so to notify) each Account Debtor in respect of any Receivable that such Collateral has been assigned to the Collateral Agent hereunder for the benefit of the Finance Parties, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee in accordance with Section 2.04 hereof.

Section 4.09 Certificates of Title; Fixtures. If requested by the Collateral Agent, such Loan Party shall (i) on or prior to the Closing Date, in the case of Equipment constituting one or more titled vehicles now owned, and (ii) within 10 days of acquiring any other Equipment constituting one or more titled vehicles, deliver to the Collateral Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause the Collateral Agent to be named as lienholder on any such certificate of title or other evidence of ownership.

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Section 4.10 Disposition of Collateral. Without the prior written consent of the Collateral Agent, such Loan Party will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral or create or suffer to exist any Lien (other than the Security Interests and Permitted Liens) on any Collateral except that, subject to the rights of the Collateral Agent and the Finance Parties hereunder if a Default or an Event of Default shall have occurred and be continuing, such Loan Party may sell, lease, license, assign, exchange or otherwise dispose of, or grant options with respect to, Collateral to the extent expressly permitted by the Credit Agreement, whereupon, in the case of any such disposition, the Security Interests created hereby in such item (but not in any Proceeds arising from such disposition) shall cease immediately without any further action on the part of the Collateral Agent.

Section 4.11 Insurance. Prior to the Closing Date, such Loan Party will cause the Collateral Agent to be named as an insured party and loss payee, effective at all times on and after the Closing Date, on each insurance policy covering risks relating to any of its Inventory and Equipment. Each such insurance policy shall include effective waivers by the insurer of all claims for insurance premiums against the Collateral Agent and the Finance Parties, provide for coverage to the Collateral Agent for the benefit of the Finance Parties regardless of the breach by such Loan Party of any warranty or representation made therein, not be subject to co-insurance, provided that all insurance proceeds in excess of $2,000,000 shall be adjusted with and payable to the Collateral Agent (for payment to the Administrative Agent for application as required by Section 2.09(b)(iii) or 6.07(a) of the Credit Agreement, if then in effect, or otherwise as contemplated by the other Finance Documents) and provide that no cancellation, termination or material modification thereof shall be effective until at least 30 days after receipt by the Collateral Agent of notice thereof. Such Loan Party hereby appoints the Collateral Agent as its attorney-in-fact, effective during the continuance of an Event of Default, to make proof of loss, claims for insurance and adjustments with insurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies.

Such Loan Party assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Loan Party to pay the Finance Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Loan Party.

Section 4.12 Information Regarding Collateral. Such Loan Party will, promptly upon request, provide to the Collateral Agent all information and evidence it may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

Section 4.13 Covenants Regarding Intellectual Property.

(a) Such Loan Party (either itself or through licensees) will, for each Patent, not, within its commercially reasonable control, do any act, or omit to do any act, which may reasonably result in the invalidation or dedication to the public of any Patent, and shall and shall continue to mark any products covered by a Patent with the relevant patent number or indication that a Patent is pending to the extent required by the patent laws.

(b) Such Loan Party (either itself or, if permitted by law, through its licensees or its sublicensees) will, for each Trademark that is a registration, application for registration or otherwise material to the conduct of its business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity from non-use, material alteration, naked licensing or, within its commercially reasonable control, genericide, (ii) maintain the quality of products and services offered under such Trademark in a manner substantially consistent with or better than the quality of such products and services as of the date hereof, (iii) display such Trademark with proper notice, including notice of federal

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registration to the extent permitted by applicable law, (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party intellectual property rights, (v) not permit any assignment in gross of such Trademark and (vi) allow the Collateral Agent and its designees the right, from time to time, to inspect such Loan Party’s premises and to examine and observe such Loan Party’s books, records and operations to the extent they relate to usage of the Trademarks, including, without limitation, its quality control processes, upon reasonable advance notice and at reasonable times.

(c) Such Loan Party (either itself or through licensees) will, for each work covered by a Copyright material to the conduct of its business, if any, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice.

(d) Such Loan Party shall promptly notify the Collateral Agent if it knows or has reason to know that any Patent, Trademark or Copyright (or any application or registration relating thereto) necessary to the conduct of its business may become abandoned or dedicated to the public, or of any adverse determination or material development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Loan Party’s ownership of any Patent, Trademark, Copyright or Software necessary to the conduct of its business, its right to register the same or to keep, use or maintain the same.

(e) Such Loan Party will take all steps reasonably necessary to file, maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to preserve and maintain all common law rights in any Intellectual Property material to the conduct of the business and each registration of the Patents, Trademarks and Copyrights, including filing and paying fees for applications for renewal, reissues, divisions, continuations, continuations-in-part, affidavits of use, affidavits of incontestability and maintenance, and, if consistent with reasonable business judgment, to initiate opposition, interference, reexamination and cancellation proceedings against third parties.

(f) If any rights to any Intellectual Property necessary to the conduct of its business is believed infringed, misappropriated, breached or diluted by a third party, such Loan Party shall notify the Collateral Agent promptly after it learns thereof and shall, if consistent with reasonable business judgment and advice of such Loan Party’s counsel, promptly sue for infringement, misappropriation, breach or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Loan Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

(g) In no event shall such Loan Party, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, without simultaneously informing the Collateral Agent (but in no event more than five Business Days after filing), and, upon request of the Collateral Agent, such Loan Party shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interests in such application, any resulting Patent, Trademark or Copyright and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to execute and file such writings for the foregoing purposes. Within 45 days after the end of each fiscal quarter of the Borrower, each Loan Party will (i) inform the Collateral Agent of all applications for Patents, Trademarks or Copyrights and any amendments to allege use or statements of use for any intent-to-use trademark applications filed during such fiscal quarter by such Loan Party or by any agent, employee, licensee or delegate on its

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behalf with the United States Patent and Trademark Office or the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof and (ii) upon request of the Collateral Agent, execute any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interests in such application, any resulting Patent, Trademark or Copyright and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to execute and file such writings for the foregoing purposes.

(h) As to all material Licenses (excluding non-exclusive off-the-shelf Licenses) entered into after the date hereof with any third party licensor, such Loan Party will use commercially reasonable and good faith efforts to obtain all requisite consents or approvals by the licensor to effect the assignment of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and to effect the sublicense contemplated under Section 5.02(e) upon and during the continuance of an Event of Default, and such Loan Party shall provide immediate written notice to the Collateral Agent upon failure to obtain any such consent or approval.

(i) Such Loan Party shall take all actions (and cause all other Persons, including licensees, to the extent such other Persons are subject to its control) which are necessary or advisable to protect, preserve and confirm the validity, priority, perfection or enforcement of the rights granted to the Collateral Agent under this Agreement and (iii) give the Collateral Agent prompt written notice if, after the date hereof, such Loan Party shall obtain rights to any Patents, Trademark registrations or applications for registration, Copyright registrations, or any other Trademarks or Copyrights material to the conduct of the business, or enter into any new license agreements regarding any of the foregoing, and such Loan Party hereby agrees that the provisions of this Agreement shall automatically apply thereto. Such Loan Party will use commercially reasonable efforts so as not to permit the inclusion in any contract or agreement governing or relating to any Patents, Trademark registrations or applications for registration, Copyright registrations, or any other Trademarks or Copyrights material to the conduct of the business obtained after the date hereof or any license agreements entered into after the date hereof relating to any of the foregoing of any provisions that could or might in any way impair or prevent the creation of a security interest in, or the assignment of, such Loan Party’s rights and interests therein. Such Loan Party will, upon request of the Collateral Agent, execute any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interests in any Patent, Trademark or Copyright (or application therefor) and the goodwill or accounts and general intangibles of such Loan Party relating thereto or represented thereby, and such Loan Party hereby appoints the Collateral Agent its attorney-in-fact to execute and file such writings for the foregoing purposes.

Section 4.14 Deposit Accounts and Securities Accounts. No Loan Party shall establish after the date hereof or permit to exist any Deposit Account or any Securities Account (except any such account maintained with the Collateral Agent or constituting Collateral Accounts) without promptly delivering to the Collateral Agent a fully executed Account Control Agreement with respect to such account. Subject to Section 2.04(b) hereof and the rights of the Collateral Agent under Article V hereof, each Loan Party shall cause all Proceeds of Collateral hereunder to be deposited in a Deposit Account maintained with the Collateral Agent or with respect to which an effective Account Control Agreement has been delivered to the Collateral Agent.

Section 4.15 Electronic Chattel Paper. Such Loan Party shall create, store and otherwise maintain all records comprising electronic Chattel Paper in a manner such that: (i) a single authoritative copy of each such record exists which is unique, identifiable and, except as provided in clause (iv) below, unalterable, (ii) the authoritative copy of each such record shall identify the Collateral Agent as the assignee thereof, (iii) the authoritative copy of each such record is communicated to and

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maintained by the Collateral Agent or its designee, (iv) copies or revisions that add or change any assignees of such record can be made only with the participation of the Collateral Agent, (v) each copy (other than the authoritative copy) of such record is readily identifiable as a copy and (vi) any revision of the authoritative copy of such record is readily identifiable as an authorized or unauthorized revision.

Section 4.16 Claims. In the event any Claim in excess of $50,000 arises or otherwise becomes known after the date hereof, the applicable Loan Party will deliver to the Collateral Agent a supplement to Schedule 1.01 hereto describing such Claim and expressly subjecting such Claim, all Judgments and/or Settlements with respect thereto and all Proceeds thereof to the Security Interests hereunder.

Section 4.17 Letter-of-Credit-Rights. If any Letter-of-Credit Rights are hereafter acquired by any Loan Party, the applicable Loan Party will deliver or cause to be delivered to the Collateral Agent a fully executed consent with respect thereto substantially in the form of Exhibit E hereto or in such other form as shall be reasonably acceptable to the Collateral Agent.

Section 4.18 Modification of Assigned Agreements, Etc. Such Loan Party shall keep the Collateral Agent informed of all material circumstances bearing upon the right, title and interest of such Loan Party under the Assigned Agreements. Such Loan Party will not, except with the consent of the Administrative Agent, (a) amend, modify, extend, renew, cancel or terminate any Assigned Agreement, waive any default under or breach of any Assigned Agreement, (b) compromise or settle any material dispute, Claim, suit or legal proceeding relating to any Assigned Agreement, (c) sell or assign any Assigned Agreement or interest therein, (d) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned Agreement, except as expressly provided therein, or (e) take any other action in connection with any Assigned Agreement, which, in the case of any of the actions described in clauses (a) through (e) inclusive, above, would impair the value of the interests or rights of such Loan Party thereunder or which would impair the interests or rights of the Collateral Agent under this Agreement, except that, unless the Collateral Agent shall have notified such Loan Party upon the occurrence of a Default or an Event of Default that this exception is no longer applicable, such Loan Party may modify, make adjustments with respect to, extend or renew any Assigned Agreements in the ordinary course of business. Such Loan Party will duly fulfill all of its obligations under or in connection with the Assigned Agreements.

ARTICLE V

GENERAL AUTHORITY; REMEDIES

Section 5.01 General Authority. Each Loan Party hereby irrevocably appoints the Collateral Agent and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of such Loan Party, the Collateral Agent, the Finance Parties or otherwise, for the sole use and benefit of the Collateral Agent and the Finance Parties, but at such Loan Party’s expense, to the extent permitted by law, to exercise at any time and from time to time while a Default or an Event of Default has occurred and is continuing all or any of the following powers with respect to all or any of the Collateral, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Finance Obligations are paid in full and until there is no commitment by any Finance Parties to make further advances, incur obligations or otherwise give value:

(i) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement;

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(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable Instruments taken or received by such Loan Party as, or in connection with, Collateral;

(iii) to accelerate any Receivable which may be accelerated in accordance with its terms, and to otherwise demand, sue for, collect, receive and give acquittance for any and all monies due or to become due on or by virtue of Collateral;

(iv) to commence, settle, compromise, compound, prosecute, defend or adjust any Claim, suit, action or proceeding with respect to, or in connection with, the Collateral;

(v) to sell, transfer, assign or otherwise deal in or with the Collateral or the Proceeds or avails thereof, including, without limitation, for the implementation of any assignment, lease, License, sublicense, grant of option, sale or other disposition of any Patent, Trademark, Copyright or Software or any action related thereto, as fully and effectually as if the Collateral Agent were the absolute owner thereof;

(vi) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with respect thereto; and

(vii) to do, at its option, but at the expense of such Loan Party, at any time or from time to time, all acts and things which the Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral.

Section 5.02 Remedies upon Event of Default.

(a) If any Event of Default has occurred and is continuing, the Collateral Agent may, in addition to all other rights and remedies granted to it in this Agreement and any other agreement securing, evidencing or relating to the Finance Obligations: (i) exercise on behalf of the Finance Parties all rights and remedies of a secured party under the UCC or any other law applicable to the Collateral and, in addition, (ii) without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon any Loan Party or any other Person (all of which demands and/or notices are hereby waived by each Loan Party), (A) withdraw all cash and Liquid Investments in the Collateral Accounts and apply such cash and Liquid Investments and other cash, if any, then held by it as Collateral as specified in Section 5.04, (B) give notice and take sole possession and control of all amounts on deposit in or credited to any Deposit Account or Securities Account pursuant to the related Account Control Agreement and apply all such funds as specified in Section 5.04 and (C) if there shall be no such cash, Liquid Investments or other amounts or if such cash, Liquid Investments and other amounts shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent determines to do so, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof at public or private sale, at any office of the Collateral Agent or elsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices as the Collateral Agent may deem satisfactory.

(b) The Collateral Agent shall give each Loan Party not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a private sale, state the day after which such sale may be consummated,

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(iii) contain the information specified in UCC Section 9-613, (iv) be authenticated and (v) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each Loan Party agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Loan Party hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral.

(c) The Collateral Agent or any Finance Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Loan Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice.

(d) For the purpose of enforcing any and all rights and remedies under this Agreement, the Collateral Agent may, if any Event of Default has occurred and is continuing, (i) require each Loan Party to, and each Loan Party agrees that it will, at its expense and upon the request of the Collateral Agent, forthwith assemble, store and keep all or any part of the Collateral as directed by the Collateral Agent and make it available at a place designated by the Collateral Agent which is, in the Collateral Agent’s opinion, reasonably convenient to the Collateral Agent and such Loan Party, whether at the premises of such Loan Party or otherwise, it being understood that such Loan Party’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Loan Party of such obligation; (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral is or may be located, and without charge or liability to any Loan Party, seize and remove such Collateral from such premises; (iii) have access to and use such Loan Party’s books and records relating to the Collateral; and (iv) prior to the disposition of the Collateral, store or transfer it without charge in or by means of any storage or transportation facility owned or leased by such Loan Party, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Intellectual Property or technical process used by such Loan Party. The Collateral Agent may also render any or all of the Collateral unusable at any Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs.

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(e) Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing:

(i) the Collateral Agent may, subject to the express terms of any valid and enforceable restriction in favor of a Person who is not a Group Company that prohibits, or requires any consent or establishes any other conditions for, an assignment thereof, license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patents, Trademarks or Copyrights included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine;

(ii) the Collateral Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Loan Party in, to and under any License and take or refrain from taking any action under any provision thereof, and each Loan Party hereby releases the Collateral Agent and each of the Finance Parties from, and agrees to hold the Collateral Agent and each of the Finance Parties free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto;

(iii) upon request by the Collateral Agent, each Loan Party will use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor or sublicensor of each License to effect the assignment of all of such Loan Party’s right, title and interest thereunder to the Collateral Agent or its designee and will execute and deliver to the Collateral Agent a power of attorney, in form and substance reasonably satisfactory to the Collateral Agent, for the implementation of any lease, assignment, License, sublicense, grant of option, sale or other disposition of a Patent, Trademark or Copyright;

(iv) the Collateral Agent may direct each Loan Party to refrain, in which event each such Loan Party shall refrain, from using or practicing any Trademark, Patent or Copyright in any manner whatsoever, directly or indirectly, and shall, if requested by the Collateral Agent, change such Loan Party’s name to the extent necessary to eliminate therefrom any use of any Trademark and will execute such other and further documents as the Collateral Agent may request to further confirm this change and transfer ownership of the Trademarks, Patents, Copyrights and registrations and any pending applications therefor to the Collateral Agent; and

(v) solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5, after an Event of Default and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Loan Party hereby grants upon an Event of Default, to the Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Loan Party), subject, in the case of Trademarks, to the grant of sufficient rights to quality control and inspection in favor of such Loan Party to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party, and wherever the same may be located.

(f) In the event of any disposition following the occurrence and during the continuance of any Event of Default of any Patent, Trademark or Copyright pursuant to this Article V, each Loan Party shall supply its know-how and expertise relating to the manufacture and sale of the products or services bearing Trademarks or the products, services or works made or rendered in

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connection with or under Patents, Trademarks or Copyrights, and its customer lists and other records relating to such Patents, Trademarks or Copyrights and to the distribution of said products, services or works, to the Collateral Agent.

(g) If any Event of Default has occurred and is continuing, the Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to this Section 5.02, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent may deem appropriate to protect and enforce the rights vested in it by this Agreement.

(h) If any Event of Default has occurred and is continuing, the Collateral Agent shall, to the extent permitted by applicable law, without notice to any Loan Party or any party claiming through any Loan Party, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Finance Parties, and each Loan Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order.

(i) Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and each Loan Party hereby waives all benefit or advantage of all such laws. Each Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent, the Administrative Agent or any other Finance Party in any Finance Document.

(j) Each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety.

(k) Each Loan Party waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder or in the other Finance Documents) in connection with this Agreement and any action taken by the Collateral Agent with respect to the Collateral.

Section 5.03 Limitation on Duty of Collateral Agent in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, neither the Collateral Agent nor the Finance Parties shall have any duty to exercise any rights or take any steps to preserve the rights of any Loan Party in the Collateral in its or their possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall the Collateral Agent or any Finance Party be liable to any Loan Party

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or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Each Loan Party agrees that the Collateral Agent shall at no time be required to, nor shall the Collateral Agent be liable to any Loan Party for any failure to, account separately to any Loan Party for amounts received or applied by the Collateral Agent from time to time in respect of the Collateral pursuant to the terms of this Agreement. Without limiting the foregoing, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent in good faith.

Section 5.04 Application of Proceeds.

(a) Priority of Distributions. The proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held in the Collateral Accounts shall be paid over to the Administrative Agent for application as provided in Section 8.03 of the Credit Agreement. The Collateral Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) Distributions with Respect to Letters of Credit. Each of the Loan Parties and the Finance Parties agrees and acknowledges that if (after all outstanding Loans and L/C Obligations have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Credit Agreement, such amounts shall be deposited in the L/C Cash Collateral Account as cash security for the repayment of Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall be applied to the remaining Finance Obligations of the Finance Parties. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and distributed in accordance with Section 5.04(a) hereof.

(c) Reliance by Collateral Agent. For purposes of applying payments received in accordance with this Section 5.04, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) the authorized representative (the “Representative”) for the Swap Creditors for a determination (which the Administrative Agent, each Representative for any Swap Creditor and the Finance Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Senior Obligations, Swap Obligations and Supporting Obligations owed to the Finance Parties, and shall have no liability to any Loan Party or any other Finance Party for actions taken in reliance on such information except in the case of its gross negligence or willful misconduct. Unless it has actual knowledge (including by way of written notice from a Finance Party) to the contrary, each of the Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Supporting Obligations are outstanding. Unless it has actual knowledge (including by way of written notice from a Swap Creditor) to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Swap Agreements are in existence. All distributions made by the Collateral Agent pursuant to this Section shall be presumptively correct (except in the event of manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Finance Parties of any amounts distributed to them.

(d) Deficiencies. It is understood that the Loan Parties shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the amount of the Finance Obligations.

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Section 5.05 Assigned Agreements. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, in the Collateral Agent’s sole discretion, if a Default or an Event of Default has occurred and is continuing, to assert, either directly or on behalf of such Loan Party, any claims such Loan Party may have from time to time against any other party to any Assigned Agreement or to otherwise exercise any right or remedy of such Loan Party under any Assigned Agreement (including without limitation, the right to enforce directly against any party to an Assigned Agreement all of such Loan Party’s rights thereunder, to make all demands and give all notices and make all requests required or permitted to be made by such Loan Party under any Assigned Agreements) as the Collateral Agent may deem proper. Each Loan Party hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Loan Party’s true and lawful attorney-in-fact for the purpose of enabling the Collateral Agent to assert and collect such claims and to exercise such rights and remedies.

ARTICLE VI

COLLATERAL AGENT

Section 6.01 Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Loan Parties, the Finance Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth:

(i) The Collateral Agent is authorized to take all such action as is provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions or provisions, in accordance with its discretion.

(ii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Loan Party.

Section 6.02 Appointment of Co-Collateral Agent. At any time or times, in order to comply with any legal requirement in any jurisdiction, the Collateral Agent may in consultation with Holdings and, unless an Event of Default shall have occurred and be continuing, with its consent (not to be unreasonably withheld or delayed) appoint another bank or trust company or one or more other persons, either to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as separate agent or agents on behalf of the Finance Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Collateral Agent, include provisions for the protection of such co-agent or separate agent similar to the provisions of Section 6.01).

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ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices. (a) Unless otherwise specified herein, all notices, requests or other communications to any party hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered to the address or facsimile number: (i) in the case of Holdings, the Borrower, any Subsidiary Guarantor or any Finance Party, referred to in Section 10.02 of the Credit Agreement, (ii) in the case of the Collateral Agent, set forth on the signature pages hereof, (iii) in the case of any Swap Creditor set forth in the applicable Swap Agreements or (iv) in the case of any party, to such other address, facsimile number or electronic mail address as such party shall hereafter specify for the purpose of communications hereunder by notice to the other parties hereto. Each such notice, request or other communication shall be effective upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the intended recipient, (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid and (C) if delivered by facsimile, when sent and receipt has been confirmed electronically. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no notice was given shall not affect the validity of notice given in accordance with this Section.

(b) This Agreement may be transmitted and/or signed by facsimile and, if so transmitted or signed shall, subject to requirements of law, have the same force and effect as a manually-signed original and shall be binding on all Loan Parties, the Collateral Agent and the Finance Parties. The Collateral Agent may also require that this Agreement be confirmed by a manually-signed original hereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

Section 7.02 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Collateral Agent or any Finance Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Agreement or any other Finance Document or any other document or agreement contemplated hereby or thereby and no course of dealing between the Collateral Agent or any Finance Party and any of the Loan Parties shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege hereunder or under any Finance Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein and in the other Finance Documents are cumulative and are not exclusive of any other remedies provided by law. Without limiting the foregoing, nothing in this Agreement shall impair the right of any Finance Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of any Loan Party other than its indebtedness under the Finance Documents. Each Loan Party agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Finance Obligation, whether or not acquired pursuant to the terms of any applicable Finance Document, may exercise rights of set-off or counterclaim or other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loan Party in the amount of such participation.

Section 7.03 Compensation and Expenses of the Collateral Agent; Indemnification.

(a) Expenses. The Loan Parties, jointly and severally, agree to pay (i) all out-of-pocket expenses of the Collateral Agent, including fees and disbursements of special and local counsel for the Collateral Agent, in connection with the preparation and administration of this Agreement or any document or agreement contemplated hereby, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default, (ii) all taxes which the Collateral Agent or any Finance Party may be

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required to pay by reason of the security interests granted in the Collateral (including any applicable transfer taxes) or to free any of the Collateral from the lien thereof and (iii) if an Event of Default or any payment default (after the expiration of any applicable grace period) under any Swap Agreement occurs, all out-of-pocket expenses incurred by the Collateral Agent, including (without duplication) the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided that it is understood that the Loan Parties shall not, in respect of the legal expenses of the Finance Parties in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to no more than one local or special counsel in each applicable jurisdiction) for all Finance Parties designated by the Collateral Agent.

(b) Protection of Collateral. If any Loan Party fails to comply with the provisions of any Finance Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Loan Party, and the Loan Parties shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, handling, maintaining and shipping the Collateral, any and all excise, property, sales and use taxes imposed by any state, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral, or in respect of the sale or other disposition thereof shall be borne and paid by the Loan Parties. If any Loan Party fails to promptly pay any portion thereof when due, the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Parties’ account therefor, and the Loan Parties agree to reimburse the Collateral Agent therefor on demand. All sums so paid or incurred by the Collateral Agent for any of the foregoing and any and all other sums for which any Loan Party may become liable hereunder and all costs and expenses (including attorneys’ fees, legal expenses and court costs) reasonably incurred by the Collateral Agent or any Finance Party in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement, shall, together with interest thereon until paid at the rate applicable to Base Rate Loans plus 2% be additional Finance Obligations hereunder.

(c) Indemnification. Each Loan Party agrees to indemnify each Indemnitee and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any other way connected with the enforcement of any of the terms of, or the preservation of any rights under, this Agreement or in any way relating to or arising out of the manufacture, ownership, ordering, purchasing, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other Governmental Authority, or any tort (including, without limitation, any claims, arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct or that of its affiliates, directors, trustees, agents or employees as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. Each Loan Party agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, loss, damage, penalty, claim, demand, action, judgment or suit, such Loan Party shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to notify the Loan Parties of any such assertion of which such Indemnitee has knowledge.

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(d) Contribution. If and to the extent that the obligations of any Loan Party under this Section 7.03 are unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

(e) Obligations; Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Finance Obligations. The indemnity obligations of the Loan Parties contained in this Section 7.03 shall continue in full force and effect notwithstanding the full payment of all Finance Obligations and notwithstanding the discharge thereof.

Section 7.04 Enforcement. The Finance Parties agree that this Agreement may be enforced only by the action of the Collateral Agent, acting upon the instructions of the Required Lenders (or, after the date on which all Senior Obligations have been paid in full and all Commitments with respect thereto terminated, the holders of at least 51% of the outstanding Swap Obligations) and that no other Finance Party shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent or the holders of at least 51% of the outstanding Swap Obligations, as the case may be, for the benefit of the Finance Parties upon the terms of this Agreement.

Section 7.05 Amendments and Waivers. Any provision of this Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by each Loan Party directly affected by such amendment, change, discharge, termination or waiver (it being understood that the addition or release of any Loan Party hereunder shall not constitute an amendment, change, discharge, termination or waiver affecting any Loan Party other than the Loan Party so added or released and it being further understood and agreed that any supplement to Schedule 1.01 delivered pursuant to Section 4.16 shall not require the consent of any Loan Party) and either (i) the Collateral Agent (with the consent of the Required Lenders or, to the extent required by Section 10.01 of the Credit Agreement, all of the Lenders), at all times prior to the time on which all Finance Obligations have been paid in full and all Commitments with respect thereto have been terminated or (ii) the holders of at least 51% of all Swap Obligations then outstanding, at all times after the time at which the Finance Obligations have been paid in full and all Commitments with respect thereto have been terminated; provided, however, that no such amendment, change, discharge, termination or waiver shall be made to Section 5.04 hereof or this Section 7.05 without the consent of each Finance Party adversely affected thereby; and provided further that any amendment, change, discharge, termination or waiver adversely affecting the rights and benefits of a single Class of Finance Parties (and not all Finance Parties in a like or similar manner) shall require the written consent of the Required Finance Parties of such Class of Finance Parties. For the purposes of this Section 7.05, the term “Class” means each class of Finance Parties, i.e., whether (x) the Lenders, as holders of the Senior Obligations or (y) the Swap Creditors, as holders of the Swap Obligations. For the purposes of this Section 7.05, the term “Required Finance Parties” of any Class means each of (x) with respect to the Senior Obligations, the Required Lenders (as defined in the Credit Agreement) or (y) with respect to the Swap Obligations, the holders of 51% of all Swap Obligations outstanding from time to time.

Section 7.06 Successors and Assigns. This Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Collateral Agent and the Finance Parties and their respective successors and assigns. In the event of an assignment of all or any of the Finance Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. No Loan Party shall assign or delegate any of its rights and duties hereunder without the prior written consent of all of the Lenders.

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Section 7.07 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

Section 7.08 Limitation of Law; Severability.

(i) All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(ii) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Finance Parties in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 7.09 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective with respect to each Loan Party when the Collateral Agent shall receive counterparts hereof executed by itself and such Loan Party.

Section 7.10 Additional Loan Parties. It is understood and agreed that any Affiliate of the Borrower that is required by any Finance Document to execute a counterpart of this Agreement after the date hereof shall automatically become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party hereunder by executing an instrument of accession or joinder satisfactory in form and substance to the Collateral Agent and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such instrument, such Affiliate shall take all such actions and deliver to the Collateral Agent all such documents and agreements as such Affiliate would have been required to deliver to the Collateral Agent on or prior to the date of this Agreement had such Affiliate been a party hereto on the date of this Agreement. Such additional materials shall include, among other things, supplements to Schedules 1.01, 3.06 and 4.01 hereto (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the joinder of such Affiliate, each of Schedules 1.01, 3.06 and 4.01 hereto is true, complete and correct with respect to such Affiliate as of the effective date of such joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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Section 7.11 Termination. Upon the full, final and irrevocable payment and performance of all Finance Obligations, the cancellation or expiration of all outstanding L/C Obligations and Swap Agreements and the termination of all Commitments under the Finance Documents, the Security Interests shall terminate and all rights to the Collateral shall revert to the Loan Parties. In addition, at any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Lenders. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, upon request by and at the expense of any Loan Party, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be. Any such documents shall be without recourse to or warranty by the Collateral Agent or the Finance Parties. The Collateral Agent shall have no liability whatsoever to any Finance Party as a result of any release of Collateral by it as permitted by this Section 7.11. Upon any release of Collateral pursuant to this Section 7.11, none of the Finance Parties shall have any continuing right or interest in such Collateral or the Proceeds thereof.

Section 7.12 Entire Agreement. This Agreement and the other Finance Documents and, in the case of the Swap Creditors, the Swap Agreements, constitute the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, and any contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

LOAN PARTIES:	GCA HOLDINGS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	GCA Holdings, L.L.C.
	3525 East Post Road, Suite 120
	Las Vegas, NV 89120
	Attn: Chief Executive Officer
	Telephone: (702) 855-3006
	Fax: (702) 262-5039

	GLOBAL CASH ACCESS, L.L.C.
:	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	Global Cash Access, L.L.C.
	3525 East Post Road, Suite 120
	Las Vegas, NV 89120
	Attn: Chief Executive Officer
	Telephone: (702) 855-3006
	Fax: (702) 262-5039

GLOBAL CASH ACCESS FINANCE CORPORATION
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
Global Cash Access Finance Corporation
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

[Security Agreement]

CCI ACQUISITION, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
CCI Acquisition, LLC
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

CENTRAL CREDIT, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
Central Credit, LLC
3525 East Post Road, Suite 120
Las Vegas, NV 89120
Attn: Chief Executive Officer
Telephone: (702) 855-3006
Fax: (702) 262-5039

[Security Agreement]

COLLATERAL AGENT:	BANK OF AMERICA, N.A., as Collateral Agent
	By:	/s/    GINA MEADOR
	Name:	Gina Meador
	Title	Vice President
	Bank of America, N.A.,
	CA9-706-17-54
	555 South Flower Street, 17th Floor
	Los Angeles, California 90071
	Attn: Gina Meador
	Telephone: (213) 345-1302
	Fax: (415) 503-5069

[Security Agreement]

Exhibit E to Security Agreement

[Letter of Credit Assignment]

EX-10.6

EXECUTION COPY

Exhibit 10.6

PLEDGE AGREEMENT

dated as of March 10, 2004

among

THE LOAN PARTIES FROM TIME TO TIME PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Collateral Agent

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.01	Terms Defined in the Credit Agreement	1
Section 1.02	Terms Defined in the UCC	2
Section 1.03	Additional Definitions	2
Section 1.04	Terms Generally	8
	ARTICLE II
	THE SECURITY INTERESTS
Section 2.01	Grant of Security Interests	8
Section 2.02	Security Interests Absolute	9
Section 2.03	Continuing Liability of the Loan Parties	10
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES
Section 3.01	Title to Collateral	11
Section 3.02	Validity, Perfection and Priority of Security Interests	11
Section 3.03	Collateral	11
Section 3.04	No Consents	12
	ARTICLE IV
	COVENANTS
Section 4.01	Delivery of Collateral	12
Section 4.02	Delivery of Perfection Certificate; Filing of Financing Statements and Delivery of Search Reports	13
Section 4.03	Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office	13
Section 4.04	Further Assurances	13
Section 4.05	Disposition of Collateral	13
Section 4.06	Additional Collateral	14
Section 4.07	Information Regarding Collateral	14
	ARTICLE V
	DISTRIBUTIONS ON COLLATERAL; VOTING
Section 5.01	Right to Receive Distributions on Collateral; Voting	14
	ARTICLE VI
	GENERAL AUTHORITY; REMEDIES
Section 6.01	General Authority	16

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TABLE OF CONTENTS (Cont.)

		Page
Section 6.02	Remedies upon Event of Default	17
Section 6.03	Securities Act; Registration Rights	18
Section 6.04	Other Rights of the Collateral Agent	20
Section 6.05	Limitation on Duty of Collateral Agent in Respect of Collateral	20
Section 6.06	Waiver and Estoppel	20
Section 6.07	Application of Proceeds	21
	ARTICLE VII
	THE COLLATERAL AGENT
Section 7.01	Concerning the Collateral Agent	22
Section 7.02	Appointment of Co-Collateral Agent	22
Section 7.03	Appointment of Sub-Agents	22
	ARTICLE VIII
	MISCELLANEOUS
Section 8.01	Notices	23
Section 8.02	No Waivers; Non-Exclusive Remedies	23
Section 8.03	Compensation and Expenses of the Collateral Agent; Indemnification	23
Section 8.04	Enforcement	25
Section 8.05	Amendments and Waivers	25
Section 8.06	Successors and Assigns	25
Section 8.07	Governing Law	25
Section 8.08	Limitation of Law; Severability	25
Section 8.09	Counterparts; Effectiveness	26
Section 8.10	Additional Loan Parties	26
Section 8.11	Termination; Release of Loan Parties	26
Section 8.12	Entire Agreement	27

Schedules:
Schedule I	-	List of Pledged Shares
Schedule II	-	List of Pledged Notes
Schedule III	-	List of Pledged LLC Interests
Schedule IV	-	List of Pledged Partnership Interests
Schedule V	-	Schedule of Filings to Perfect Security Interests
Exhibits:
Exhibit A	-	Form of Issuer Control Agreement
Exhibit B	-	Form of Securities Account Control Agreement
Exhibit C	-	Form of Description of Collateral

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PLEDGE AGREEMENT dated as of March 10, 2004 among the LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent for the Finance Parties referred to herein.

GLOBAL CASH ACCESS, L.L.C., a Delaware limited liability company (together with its respective successors and permitted assigns, the “Borrower”), proposes to enter into a Credit Agreement dated as of March 10, 2004 (as amended, modified or supplemented from time to time and including any agreement extending the maturity of, refinancing or otherwise restructuring all or any portion of the obligations of the Borrower under such agreement or any successor agreement, the “Credit Agreement”) among GCA Holdings, L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, “Holdings”), the Borrower, the banks and other lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent (together with its successor or successors in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.

The Swap Creditors may from time to time provide forward rate agreements, options, swaps, caps, floors, other financial derivatives agreements and other combinations or hybrids of any of the foregoing (collectively, “Swap Agreements”). The Lenders, each L/C Issuer, the Swing Line Lender, the Administrative Agent, the Collateral Agent and each Swap Creditor and their respective successors and assigns are herein referred to individually as a “Finance Party” and collectively as the “Finance Parties”.

To induce the Lenders to enter into the Credit Agreement and the other Senior Finance Documents referred to therein (collectively with the Credit Agreement, the “Senior Finance Documents”) and the Swap Creditors to enter into the Swap Agreements (the Senior Finance Documents and the Swap Agreements being herein referred to collectively as the “Finance Documents” and each a “Finance Document”) and as a condition precedent to the obligations of the Finance Parties and the Swap Creditors thereunder, Holdings and certain subsidiaries of the Borrower have agreed to provide guaranties (such guaranties, in the case of Holdings, being herein referred to as the “Holdings Guaranty” and, in the case of subsidiaries of the Borrower, individually as a “Subsidiary Guaranty” and collectively as the “Subsidiary Guaranties” and, together with the Holdings Guaranty, the “Guaranties”) of all obligations of the Borrower and the other Loan Parties (as defined below) under or in respect of the Senior Finance Documents (such subsidiaries referred to in this and the preceding sentence and all other persons that now or hereafter have obligations under guaranties under or in respect of Finance Documents (exclusive of Holdings) being herein referred to individually as a “Subsidiary Guarantor” and collectively as the “Subsidiary Guarantors”).

As a further condition precedent to the Lenders’ obligations under the Finance Documents and the Swap Creditors’ obligations under the Swap Agreements, each of Holdings, the Borrower and each Subsidiary Guarantor (each a “Loan Party” and, together with each other person that becomes a party hereto pursuant to Section 8.10 hereof and the respective successors and permitted assigns of each of the foregoing, the “Loan Parties”) has agreed or will agree to grant a continuing security interest in favor of the Collateral Agent in and to the Collateral (as hereinafter defined) to secure the Finance Obligations (as hereinafter defined). Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Terms Defined in the Credit Agreement. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

Section 1.02 Terms Defined in the UCC. Unless otherwise defined herein or in the Credit Agreement or the context otherwise requires, the following terms, together with any uncapitalized terms used herein which are defined in the UCC have the respective meanings provided for in the UCC: (i) Certificated Security; (ii) Financial Asset; (iii) Investment Property; (iv) Payment Intangibles; (v) Proceeds; (vi) Securities Account; (vii) Securities Intermediary; (viii) Security; (ix) Security Certificate; and (x) Uncertificated Security.

Section 1.03 Additional Definitions. Terms defined in the introductory section hereof have the respective meanings set forth therein. The following additional terms, as used herein, have the following respective meanings:

“Collateral” has the meaning set forth in Section 2.01.

“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent for the Finance Parties, and its successor or successors in such capacity.

“Delivery” when used with respect to Collateral means:

(i) in the case of Collateral constituting Certificated Securities, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian, such Collateral to be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed;

(ii) in the case of Collateral constituting Uncertificated Securities, (A) registration thereof on the books and records of the issuer thereof in the name of the Collateral Agent or its nominee or custodian (who may not be a Securities Intermediary) or (B) the execution and delivery by the issuer thereof of an effective agreement, substantially in the form of Exhibit A hereto, pursuant to which such issuer agrees that it will comply with instructions originated by the Collateral Agent or such nominee or custodian without further consent of the registered owner of such Collateral or any other Person;

(iii) in the case of Collateral constituting Security Entitlements or other Financial Assets credited to a Securities Account, (A) completion of all actions necessary to constitute the Collateral Agent or its nominee or custodian the entitlement holder with respect to each such Security Entitlement or (B) the execution and delivery by the relevant Securities Intermediary of an effective agreement, substantially in the form of Exhibit B hereto, pursuant to which such Securities Intermediary agrees to comply with all entitlement orders originated by the Collateral Agent or such nominee or custodian without further consent by the relevant entitlement holder or any other Person;

(iv) in the case of LLC Interests and Partnership Interests which are represented by a certificate but which do not constitute Securities, compliance with the provisions of clause (i) above for each such item of Collateral;

(v) in the case of Collateral which constitute Instruments, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian indorsed to, or registered in the name of, the Collateral Agent or its nominee or custodian or indorsed in blank;

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(vi) in the case of cash, transfer thereof to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian; and

(vii) in each case such additional or alternative procedures as may be necessary or required by Law grant control of, or otherwise perfect a security interest in, any Collateral in favor of the Collateral Agent or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof.

“Federal Securities Laws” has the meaning set forth in Section 6.03(a) of this Agreement.

“Finance Obligations” means (i) all Senior Obligations and (ii) all Swap Obligations owing to one or more Swap Creditors; in each case whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof.

“Finance Party” has the meaning set forth in the introductory section hereof.

“Foreign Subsidiary” means, with respect to any Person at any date, any Subsidiary of such Person which is not a US Subsidiary of such Person.

“General Intangibles” means all “general intangibles” (as defined in the UCC), including, without limitation, (i) all Payment Intangibles and other obligations and indebtedness owing to any Loan Party in respect of Collateral and (ii) all interests in limited liability companies and/or partnerships which interests do not constitute Securities.

“Instruments” means:

(i) the promissory notes described on Schedule II hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Notes”), and all interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Notes;

(ii) all additional or substitute promissory notes from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Notes or otherwise, and all interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute notes;

(iii) all promissory notes, bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations constituting “instruments” within the meaning of the UCC; and

to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same

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economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable, chattel paper, payment intangibles or promissory notes.

“LLC Interests” means:

(i) the limited liability company membership interests described on Schedule III hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged LLC Interests”), and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged LLC Interests;

(ii) all additional or substitute limited liability company membership interests from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged LLC Interests or otherwise, and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute membership interests;

(iii) all right, title and interest of any Loan Party in each limited liability company to which any Pledged LLC Interest relates, including, without limitation:

(A) all interests of such Loan Party in the capital of such limited liability company and in all profits, losses and assets, whether tangible or intangible and whether real, personal or mixed, of such limited liability company, and all other distributions to which such Loan Party shall at any time be entitled in respect of such Pledged LLC Interests;

(B) all other payments due or to become due to such Loan Party in respect of Pledged LLC Interests, whether under any limited liability company agreement or operating agreement or otherwise and whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of such Loan Party’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged LLC Interests;

(D) all present and future claims, if any, of such Loan Party against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; and

(E) all of such Loan Party’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Loan Party relating to such Pledged LLC Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Loan Party in respect of such Pledged LLC Interests and any such limited liability company, to make determinations, to exercise any election (including, without limitation, election of remedies) or option to give or receive any notice, consent, amendment, waiver or

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approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any assets of any such limited liability company, to enforce or execute any checks or other instruments or orders, to file any claims and to take any other action in connection with any of the foregoing; and

to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“Loan Party” means Holdings, the Borrower, any Subsidiary Guarantor and each other Loan Party, and “Loan Parties” means all of them, collectively.

“Partnership Interests” means:

(i) the partnership interests described on Schedule IV hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Partnership Interests”), and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Partnership Interests;

(ii) all additional or substitute partnership interests from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Partnership Interests or otherwise, and all dividends, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable or otherwise made upon or distributed in respect of such additional or substitute partnership interests;

(iii) all right, title and interest of any Loan Party in each partnership to which any Pledged Partnership Interest relates, including, without limitation:

(A) all interests of such Loan Party in the capital of such partnership and in all profits, losses and assets, whether tangible or intangible and whether real, personal or mixed, of such partnership, and all other distributions to which such Loan Party shall at any time be entitled in respect of such Pledged Partnership Interests;

(B) all other payments due or to become due to such Loan Party in respect of Pledged Partnership Interests, whether under any partnership agreement or otherwise and whether as contractual obligations, damages, insurance proceeds or otherwise;

(C) all of such Loan Party’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, or at law or otherwise in respect of such Pledged Partnership Interests;

(D) all present and future claims, if any, of such Loan Party against any such partnership for moneys loaned or advanced, for services rendered or otherwise; and

(E) all of such Loan Party’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Loan Party relating to such Pledged Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Loan Party in respect of such Pledged Partnership Interests and any such partnership, to

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make determinations, to exercise any election (including, without limitation, election of remedies) or option to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any assets of any such partnership, to enforce or execute any checks or other instruments or orders, to file any claims and to take any other action in connection with any of the foregoing; and

to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“Perfection Certificate” means with respect to each Loan Party a certificate, substantially in the form of Exhibit G-3 to the Credit Agreement, completed and supplemented with the schedules and attachments contemplated thereby.

“Permitted Lien” means any Lien referred to in, and permitted by Section 7.02(i)-(xv) of the Credit Agreement.

“Pledge Agreement” means this Agreement, as the same may be amended, supplemented or modified from time to time.

“Pledged LLC Interests” has the meaning set forth in clause (i) of the definition of “LLC Interests”.

“Pledged Notes” has the meaning set forth in clause (i) of the definition of “Instruments”.

“Pledged Partnership Interests” has the meaning set forth in clause (i) of the definition of “Partnership Interests”.

“Pledged Shares” has the meaning set forth in clause (i) of the definition of “Stock”.

“Security Entitlements” means all “security entitlements” (as defined in the UCC), including all rights and property interests with respect to Financial Assets credited to Securities Accounts.

“Security Interests” means the security interests in the Collateral granted under this Agreement securing the Finance Obligations.

“Senior Obligations” means:

(i) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to any Loan Party, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding) on any Loan or L/C Obligation under, or any Note issued pursuant to, the Credit Agreement or any other Senior Finance Document;

(ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Loan Party (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to any Loan Party, whether or not allowed or allowable as a claim under any bankruptcy or insolvency proceeding) pursuant to the Credit Agreement, this Agreement or any other Senior Finance Document;

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(iii) all expenses of any Senior Finance Party as to which it has a right to reimbursement under Section 8.03(a) or (b) of this Agreement, Section 10.04 of the Credit Agreement or under any other similar provision of any other Senior Finance Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve any Collateral or preserve its security interests in any Collateral;

(iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 8.03(c) of this Agreement, Section 10.05 of the Credit Agreement or under any other similar provision of any other Senior Finance Document; and

(v) in the case of Holdings and each Subsidiary Guarantor, all amounts now or hereafter payable by Holdings or such Subsidiary Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to Holdings or such Subsidiary Guarantor, whether or not allowed or allowable as a claim under any Debtor Relief Law) on the part of Holdings or such Subsidiary Guarantor pursuant to the Guaranty in respect of the Credit Agreement or any Senior Finance Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

“Stock” means:

(i) the shares of stock and other Securities described on Schedule I hereto, as such Schedule may be amended, supplemented or modified from time to time (the “Pledged Shares”), and all dividends, interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Shares; and

(ii) all additional or substitute shares of capital stock or other equity interests of any class of any issuer from time to time issued to or otherwise acquired by any Loan Party in any manner in respect of Pledged Shares or otherwise, the certificates representing such additional or substitute shares, and all dividends, interest, distributions, cash, instruments and other property, income, profits and proceeds from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of such additional or substitute shares; and

to the extent not otherwise included in the foregoing, all cash and non-cash Proceeds thereof.

“Supporting Obligation” means a Letter-of-Credit Right, guarantee or other secondary obligation supporting or any Lien securing the payment or performance of one or more Receivables, General Intangibles, Documents, Assigned Agreements (as defined in the Security Agreement) or Investment Property.

“Swap Creditor” means any Lender or any Affiliate of any Lender from time to time party to one or more Swap Agreements with a Loan Party (even if any such Lender for any reason ceases after the execution of such agreement to be a Lender under the Credit Agreement), and its successors and assigns, and “Swap Creditors” means any two or more of such Swap Creditors.

“Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding) of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap,

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commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or the priority of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“US Subsidiary” means with respect to any Person each Subsidiary of such Person which, at the time of determination, is incorporated in or organized under the law of the United States of America, any State thereof or the District of Columbia, and “US Subsidiaries” means all of them, collectively.

Section 1.04 Terms Generally. The definitions in Section 1.03 shall apply equally to both the singular and plural forms of the terms defined. Wherever the context may require, any pronouns shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, the word “day” means a calendar day.

ARTICLE II

THE SECURITY INTERESTS

Section 2.01 Grant of Security Interests. To secure the due and punctual payment of all Finance Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of the obligations of each Loan Party and the other Loan Parties hereunder and under the other Finance Documents, each Loan Party hereby grants to the Collateral Agent for the benefit of the Finance Parties a security interest in, and each Loan Party hereby pledges and collaterally assigns to the Collateral Agent for the benefit of the Finance Parties, all of such Loan Party’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located (all of which are herein collectively called the “Collateral”):

(i) Stock;

(ii) Instruments;

(iii) LLC Interests;

(iv) Partnership Interests;

(v) Investment Property;

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(vi) Financial Assets;

(vii) all General Intangibles; and

(viii) all Proceeds of all or any of the Collateral described in clauses (i) through (vii) hereof;

provided, however, that the Collateral shall not include (x) cash or other distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of the income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes or (y) except as otherwise required by Section 6.12(d) of the Credit Agreement, shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a Foreign Subsidiary of any Loan Party if, and solely to the extent that, the inclusion of such shares of capital stock hereunder would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such Foreign Subsidiary to such Foreign Subsidiary’s United States parent for United States federal income tax purposes.

Section 2.02 Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by the Borrower, such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:

(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;

(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;

(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor in respect of any Finance Obligation;

(iv) any change in the existence, structure or ownership of any Loan Party, or, to the extent permitted by applicable law, any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;

(v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, Holdings, any Subsidiary Guarantor, any other Loan Party, any Agent, any other Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

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(vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation;

(vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party or other Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party or other Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party or other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;

(viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person;

(ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors;

(x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against the Borrower or any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or

(xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s obligations hereunder.

Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder.

This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury.

Section 2.03 Continuing Liability of the Loan Parties. The Security Interests are granted as security only and shall not subject the Collateral Agent or any Finance Party to, or transfer or in any way affect or modify, any obligation or liability of any Loan Party with respect to any of the Collateral or any transaction in connection therewith.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants that:

Section 3.01 Title to Collateral. Such Loan Party is the legal, record and beneficial owner of, and has good and marketable title to, all of the Collateral pledged by it hereunder, free and clear of any Liens other than Permitted Liens and Liens securing indebtedness to be repaid with the proceeds of the initial Loans under the Credit Agreement and in respect of which the Administrative Agent has received pay-off letters and instruments appropriate under local law to effect the termination of such Liens. Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests and other Permitted Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Collateral. No Collateral is in the possession or control of any Person asserting any claim thereto or security interest therein, except that the Collateral Agent or its nominee, custodian or a Securities Intermediary acting on its behalf may have possession and/or control of Collateral as contemplated hereby and by the other Finance Documents.

Section 3.02 Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the Collateral Agent in accordance with the provisions hereof and filing of Uniform Commercial Code financing statements containing a description of the Collateral in the form specified in Exhibit C hereto or stating that the same covers “all assets”, “all personal property” or words of similar import in the offices specified in Schedule V hereto, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any Proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have a perfect security interest in the Collateral subject to no adverse claims of any other Person, except for Permitted Liens. Except as set forth in Schedule V hereto, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution or delivery of this Agreement, or necessary for the validity or enforceability hereof or for the perfection of the Security Interests.

Section 3.03 Collateral.

(a) Schedules I, II, III and IV hereto (as such schedules may be amended, supplemented or modified from time to time) set forth (i) the name and jurisdiction of organization of, and the ownership interest (including percentage owned and number of shares, units or other equity interests) of such Loan Party in the shares, LLC Interests and Partnership Interests issued by each of such Loan Party’s direct Subsidiaries which are required to be included in the Collateral and pledged hereunder, (ii) all other Shares, LLC Interests and Partnership Interests directly owned by such Loan Party that are required to be included in the Collateral and pledged hereunder and (iii) the issuer, date and amount of all notes directly owned or held by such Loan Party that are required to be included in the Collateral and pledged hereunder. Such Loan Party holds all such Collateral directly (i.e., not through a Subsidiary, Securities Intermediary or any other Person).

(b) All Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests has been duly authorized and validly issued, is fully paid and non-assessable and is

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subject to no options to purchase or similar rights of any Person. Except as set forth on Schedules I, III and IV hereto, (i) such Collateral constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the respective issuers thereof, (ii) no issuer of Collateral has outstanding any security convertible into or exchangeable for any shares of its capital stock or other equity interests or any warrant, option, convertible security, instrument or other interest entitling the holder thereof to acquire any such shares or any security convertible into or exchangeable for such shares, (iii) there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such shares of its capital stock and (iv) there are no Liens or agreements, arrangements or obligations to create or give any Lien relating to any such shares of capital stock. No Loan Party is now a party to, or will become a party to, or is otherwise bound by, any agreement, other than this Agreement, which restricts in any manner the rights of the Collateral Agent or any other present or future holder of any Collateral with respect thereto.

Section 3.04 No Consents. No consent of any other Person (including, without limitation, any stockholder or creditor of such Loan Party or any of its Subsidiaries) and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority is required to be obtained by the Loan Party in connection with the execution, delivery or performance of this Agreement, or in connection with the exercise of the rights and remedies of the Collateral Agent pursuant to this Agreement, except as may be contemplated by the Credit Documents or required in connection with the disposition of the Collateral by laws affecting the offering and sale of securities generally.

ARTICLE IV

COVENANTS

Each Loan Party covenants and agrees that until the payment in full of all Finance Obligations and until there is no commitment by any Finance Party to make further advances, incur obligations or otherwise give value, such Loan Party will comply with the following:

Section 4.01 Delivery of Collateral. All Collateral shall be Delivered to and held by or on behalf of the Collateral Agent pursuant hereto; provided that so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or any other Finance Document, each Loan Party may retain any Collateral (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the Collateral Agent shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to the Collateral Agent, against trust receipt or like document). All Collateral Delivered hereunder shall be accompanied by any required transfer tax stamps. To the extent permitted applicable Law, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default, and upon notice to any Loan Party, to cause any or all of the Collateral to be transferred of record into the name of the Collateral Agent or its nominee. Each Loan Party will promptly give the Collateral Agent copies of any notices or other communications received by it with respect to Collateral registered in the name of such Loan Party, and the Collateral Agent will promptly give each Loan Party copies of any notices and communications received by the Collateral Agent with respect to Collateral registered in the name of the Collateral Agent or its nominee or custodian.

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Section 4.02 Delivery of Perfection Certificate; Filing of Financing Statements and Delivery of Search Reports. Not less than five Business Days prior to the Closing Date, such Loan Party shall deliver its Perfection Certificate to the Collateral Agent and shall cause all filings and recordings and other actions specified in Schedule V hereto to have been completed. The information set forth in the Perfection Certificate shall be correct and complete. Not later than 60 days following the Closing Date, such Loan Party shall furnish to the Collateral Agent file search reports from each Uniform Commercial Code filing office set forth in Schedule V confirming the filing information set forth in such Schedule.

Section 4.03 Change of Name, Identity, Structure or Location; Subjection to Other Security Agreements; Locations of Places of Business and Chief Executive Office. Such Loan Party will not change its name, identity, structure or location (determined as provided in Section 9-307 of the UCC) in any manner, and shall not become bound, as provided in Section 9-203(d) of the UCC, by a security agreement entered into by another Person, in each case unless it shall have given the Collateral Agent not less than 30 days’ prior notice thereof. Such Loan Party shall not in any event change the location of its place or places of business, its chief executive office or any Collateral or its name, identity, structure or location (determined as provided in Section 9-307 of the UCC), or become bound, as provided in Section 9-307 of the UCC, by a security agreement entered into by another Person, if such change would cause the Security Interests in any Collateral to lapse or cease to be perfected unless such Loan Party has taken on or before the date of lapse all actions necessary to ensure that the Security Interests in all Collateral do not lapse or cease to be perfected.

Section 4.04 Further Assurances. Such Loan Party will, from time to time at its expense at the request of the Collateral Agent and in such manner and form as the Collateral Agent may require, execute, deliver, file and record any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the Uniform Commercial Code) that from time to time may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable the Collateral Agent and the Finance Parties to obtain the full benefit of this Agreement or to exercise and enforce any of its rights, powers and remedies created hereunder or under applicable law with respect to any of the Collateral. To the extent permitted by applicable law, such Loan Party hereby authorizes the Collateral Agent to execute and file, in the name of such Loan Party or otherwise and without the signature or other separate authorization or authentication of such Loan Party appearing thereon, such Uniform Commercial Code financing statements or continuation statements as the Collateral Agent in its sole discretion may deem necessary or appropriate to perfect or maintain the perfection of the Security Interests. Such Loan Party agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Loan Parties shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Collateral.

Section 4.05 Disposition of Collateral. Such Loan Party will not sell, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral or create or suffer to exist any Lien (other than the Security Interests and Permitted Liens) on any Collateral except that, subject to the rights of the Collateral Agent and the Finance Parties hereunder if a Default or an Event of Default shall have occurred and be continuing, such Loan Party may sell, exchange, assign or otherwise dispose of, or grant options with respect to, Collateral to the extent expressly permitted by the Credit Agreement, whereupon, in the case of any such disposition, the Security Interests created hereby in such item (but not in any Proceeds arising from such disposition) shall cease immediately without any further action on the part of the Collateral Agent.

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Section 4.06 Additional Collateral. Such Loan Party will cause each issuer of the Collateral not to issue any stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments in addition to or in substitution for the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged Notes issued by such issuer, except to such Loan Party, and, in the event that any issuer of Collateral at any time issues any additional or substitute stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments to such Loan Party, such Loan Party will immediately Deliver all such items to the Collateral Agent to hold as Collateral hereunder and will promptly thereafter deliver to the Collateral Agent a certificate executed by an authorized officer of such Loan Party describing such Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes, attaching such supplements to Schedules I through V hereto as are necessary to cause such Schedules to be complete and accurate at such time and certifying that such Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes have been duly pledged with the Collateral Agent hereunder.

Section 4.07 Information Regarding Collateral. Such Loan Party will, promptly upon request, provide to the Collateral Agent all information and evidence it may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement.

ARTICLE V

DISTRIBUTIONS ON COLLATERAL; VOTING

Section 5.01 Right to Receive Distributions on Collateral; Voting.

(a) So long as no Default or Event of Default shall have occurred and be continuing:

(i) Each Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Documents; provided, however, that each Loan Party shall give the Collateral Agent at least five days’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Loan Party shall exercise or refrain from exercising any such right if, in the Collateral Agent’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Swap Agreement, or would have the effect of impairing the position or interests of the Collateral Agent or any other Finance Party hereunder or thereunder.

(ii) Each Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; provided, however, that any and all:

(A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral;

(B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus;

(C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or

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property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;

(D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and

(E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral;

shall be forthwith (a) Delivered to the Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (b) in the case of any amount referred to in this Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account (as defined in the Security Agreement) maintained with the Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by Section 4.14 of the Security Agreement has been delivered to the Collateral Agent and shall, if received by any Loan Party, be received in trust for the benefit of the Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Loan Party and be forthwith Delivered, in the same form as so received, to the Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by clause (b) above.

(iii) The Collateral Agent shall, upon receiving a written request from any Loan Party accompanied by a certificate signed by an authorized officer of such Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Loan Party may reasonably request for the purpose of enabling such Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to paragraph (ii) above in respect of any of the Collateral which is registered in the name of the Collateral Agent or its nominee.

(b) Upon the occurrence and during the continuance of a Default or an Event of Default:

(i) All rights of each Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether a Default or an Event of Default shall have occurred and be continuing.

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(ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Loan Party contrary to the provisions of paragraph (i) of this Section 5.01(b) shall be received in trust for the benefit of the Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Loan Party and shall be forthwith Delivered, in the same form as so received to the Collateral Agent or its nominee or custodian to hold as Collateral.

(c) Upon the occurrence and during the continuance of an Event of Default and upon notice by the Collateral Agent to a Loan Party, all rights of such Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Loan Party shall take all actions as may be necessary or appropriate to effect such right of the Collateral Agent.

ARTICLE VI

GENERAL AUTHORITY; REMEDIES

Section 6.01 General Authority. Each Loan Party hereby irrevocably appoints the Collateral Agent and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of such Loan Party, the Collateral Agent, the Finance Parties or otherwise, for the sole use and benefit of the Collateral Agent and the Finance Parties, but at such Loan Party’s expense, to the extent permitted by law, to exercise at any time and from time to time while an Event of Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Finance Obligations (excluding contingent indemnification obligations) are paid in full and until there is no commitment by any Finance Party to make further advances, incur obligations or otherwise give value:

(i) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement;

(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments taken or received by such Loan Party as, or in connection with, the Collateral;

(iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and to otherwise demand, sue for, collect, receive and give acquittance for any and all monies due on or by virtue of any Collateral;

(iv) to commence, settle, compromise, compound, prosecute, defend or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Collateral;

(v) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof;

(vi) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with respect thereto;

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(vii) to vote all or any part of the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and/or Pledged Notes (whether or not transferred into the name of the Collateral Agent) and give all consents, waivers and ratifications in respect of the Collateral; and

(viii) to do, at its option, but at the expense of such Loan Party, at any time or from time to time, all acts and things which the Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral.

Section 6.02 Remedies upon Event of Default.

(a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may, in addition to all other rights and remedies granted to it in this Agreement and in any other agreement securing, evidencing or relating to the Finance Obligations: (i) exercise on behalf of the Finance Parties all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, (ii) without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon any Loan Party or any other Person (all of which demands and/or notices are hereby waived by each Loan Party), (A) apply all cash, if any, then held by it as Collateral as specified in Section 6.07 and (B) if there shall be no such cash or if such cash shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent determines to do so, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels (which need not be in round lots) at public or private sale or at broker’s board or on any securities exchange, at any office of the Collateral Agent or elsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery without assumption of any credit risk and at such price or prices as the Collateral Agent may deem satisfactory.

(b) The Collateral Agent shall give each Loan Party not less than 10 days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale, (iii) in the case of a private sale, state the day after which such sale may be consummated, (iv) contain the information specified in Section 9-613 of the UCC, (v) be authenticated and (vi) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each Loan Party agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Loan Party hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral.

(c) The Collateral Agent or any Finance Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Loan Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to

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the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. Any such public sale shall be held at such time or times within ordinary bankers hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in such parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned without further notice. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of such failure, such Collateral may again be sold upon like notice.

Section 6.03 Securities Act; Registration Rights.

(a) Securities Act. In view of the position of the Loan Parties in relation to the Collateral, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being herein called the “Federal Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. Each Loan Party understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Without limiting the generality of the foregoing, the provisions of this Section 6.03 would apply if, for example, the Collateral Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if the Collateral Agent placed all or any part of the Collateral privately with a purchaser or purchasers.

Accordingly, each Loan Party expressly agrees that the Collateral Agent is authorized, in connection with any sale of any Collateral, if it deems it advisable so to do: (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral; (ii) to cause to be placed on certificates for any or all of the Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act; and (iii) to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with said Act or any other law. Each Loan Party covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with the Securities Act of 1933 and all other applicable laws. Each Loan Party acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner, it being the agreement of the Loan Parties and the Collateral Agent that the provisions of this Section 6.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells the Collateral. The Collateral Agent shall be under no

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obligation to delay a sale of any Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Federal Securities Laws, or under applicable state securities laws, even if the issuer would agree to do so. Furthermore, each Loan Party acknowledges that it is aware that Section 9-610 of the UCC provides that the Collateral Agent or a Finance Party may purchase Collateral if it is sold at a public sale. Each Loan Party also acknowledges that it is aware that staff personnel of the United States Securities and Exchange Commission have, over a period of years, issued various No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Each Loan Party is also aware that the Collateral Agent or one or more Finance Parties may wish to purchase Collateral that is sold at a foreclosure sale, and such Loan Party believes that such purchases would be appropriate in circumstances in which the Collateral securities are sold in conformity with the principles set forth in the No-Action Letters. Accordingly, each Loan Party specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters: (i) shall be considered to be a “public” sale for purposes of Section 9-610 of the UCC; (ii) will be considered commercially reasonable notwithstanding that the Collateral Agent or other Finance Party has not registered or sought to register the Collateral under the Federal Securities Laws, even if one or more Loan Parties agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Collateral Agent or one or more other Finance Parties purchases Collateral at such a sale.

(b) Registration Rights. If the Collateral Agent shall determine to exercise its right to sell all or any of the Collateral and if in the opinion of counsel for the Collateral Agent it is necessary, or if in the opinion of the Collateral Agent it is advisable, to have all or any of the securities included in the Collateral or the portion thereof to be sold registered under the provisions of the Federal Securities Laws, each Loan Party agrees, at its own expense (including, without limitation, expenses relating to brokers commissions), (i) to execute and deliver, and to use its commercially reasonable efforts to cause each Person whose securities are to be sold and their respective directors and officers to execute and deliver, all such instruments and documents, and to do or cause to be done all other such acts and things, as may be necessary or, in the opinion of the Collateral Agent, advisable to register such securities under the provisions of the Federal Securities Laws and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make or cause to be made all amendments and supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder, (ii) to use its best efforts to cause the Person whose securities are to be sold to agree to prepare, and to make available to its security holders as soon as practicable, an earnings statement (which need not be audited) covering the period of at least 12 months beginning with the first month after the effective date of any such registration statement, which earning statement will satisfy the provisions of Section 11(a) of the Securities Act of 1933, (iii) to use its commercially reasonable efforts to qualify such securities under state Blue Sky or securities laws and to obtain the approval of any Governmental Authorities for the sale of such securities as requested by the Collateral Agent and (iv) at the request of the Collateral Agent, to indemnify and hold harmless the Collateral Agent and any underwriters (and any person controlling any of the foregoing) from and against any loss, liability, claim, damage and expense (and reasonable counsel fees incurred in connection therewith) under the Securities Act of 1933 or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement or prospectus or in any preliminary prospectus or any amendment or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Collateral Agent or any underwriters (or any person controlling any of the foregoing); provided that no Loan Party shall be liable in any case to

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the extent that any such loss, liability, claim, damage or expense arises out of or is based on an untrue statement or alleged untrue statement or an omission or an alleged omission made in reliance upon and in conformity with written information furnished to such Loan Party by the Collateral Agent or any underwriter expressly for use in such registration statement or prospectus.

Section 6.04 Other Rights of the Collateral Agent.

(a) The Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to Section 6.02, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent may deem appropriate to protect and enforce the rights vested in the Collateral Agent by this Agreement.

(b) The Collateral Agent shall, to the extent permitted by applicable law, without notice to any Loan Party or any party claiming through any Loan Party, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Finance Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Finance Parties, and each Loan Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order.

Section 6.05 Limitation on Duty of Collateral Agent in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, neither the Collateral Agent nor any Finance Party shall have any duty to exercise any rights or take any steps to preserve the rights of any Loan Party in the Collateral in its or their possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall the Collateral Agent or any Finance Party be liable to any Loan Party or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Each Loan Party agrees that the Collateral Agent shall at no time be required to, nor shall the Collateral Agent be liable to any Loan Party for any failure to, account separately to any Loan Party for amounts received or applied by the Collateral Agent from time to time in respect of the Collateral pursuant to the terms of this Agreement. Without limiting the foregoing, the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and (i) shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith or (ii) shall not have any duty or responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters.

Section 6.06 Waiver and Estoppel.

(a) Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which

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the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and each Loan Party hereby waives all benefit or advantage of all such laws. Each Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent or any other Finance Party in any Finance Document.

(b) Each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety.

(c) Each Loan Party waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder) in connection with this Agreement and any action taken by the Collateral Agent with respect to the Collateral.

Section 6.07 Application of Proceeds.

(a) Priority of Distributions. The proceeds of any sale of, or other realization upon, all or any part of the Collateral (including any proceeds received and held pursuant to Section 5.01) and any cash held by the Collateral Agent or its nominee or custodian hereunder shall be applied as provided in Section 8.03 of the Credit Agreement. The Collateral Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) Distributions with Respect to Letters of Credit. Each of the Loan Parties and the Finance Parties agrees and acknowledges that if (after all outstanding Loans and L/C Obligations under the Senior Finance Documents have been paid in full) the Lenders are to receive a distribution on account of undrawn amounts with respect to Letters of Credit issued under the Credit Agreement, such amounts shall be deposited in the L/C Cash Collateral Account (as defined in the Security Agreement) as cash security for the repayment of Finance Obligations owing to the Lenders as such. Upon termination of all outstanding Letters of Credit, all of such cash security shall be applied to the remaining Finance Obligations of the Lenders. If there remains any excess cash security, such excess cash shall be withdrawn by the Collateral Agent from the Cash Collateral Account and distributed in accordance with Section 6.07(a) hereof.

(c) Reliance by Collateral Agent. For purposes of applying payments received in accordance with this Section 6.07, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement and (ii) the authorized representative (the “Representative”) for the Swap Creditors for a determination (which the Administrative Agent, each Representative for any Swap Creditor and the Finance Parties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Senior Obligations, Swap Obligations and Supporting Obligations owed to the Finance Parties, and shall have no liability to any Loan Party or any other Finance Party for actions taken in reliance on such information except in the case of its gross negligence or willful misconduct. Unless it has actual knowledge (including by way of written notice from a Finance Party) to the contrary, each of the Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Supporting Obligations are outstanding. Unless it has actual knowledge (including by way of written notice from a Swap Creditor) to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Swap Agreements are in existence. All distributions made by the Collateral Agent pursuant to this Section shall be presumptively correct (except in the event of

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manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Finance Parties of any amounts distributed to them.

(d) Deficiencies. It is understood that the Loan Parties shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the amount of the Finance Obligations.

ARTICLE VII

THE COLLATERAL AGENT

Section 7.01 Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Loan Parties and all Finance Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth:

(i) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral) the Collateral Agent shall act or refrain from acting in accordance with written instructions from the Required Lenders or, in the absence of such instructions, in accordance with its discretion.

(ii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes gross negligence or willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Loan Party.

Section 7.02 Appointment of Co-Collateral Agent. At any time or times, in order to comply with any legal requirement in any jurisdiction, the Collateral Agent may, in consultation with Holdings and, unless an Event of Default shall have occurred and be continuing, with its consent (not to be unreasonably withheld or delayed), appoint another bank or trust company or one or more other persons, either to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as separate agent or agents on behalf of the Finance Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Collateral Agent, include provisions for the protection of such co-agent or separate agent similar to the provisions of Section 7.01).

Section 7.03 Appointment of Sub-Agents. The Collateral Agent shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged Notes, which may be held (in the discretion of the Collateral Agent) in the name of the relevant Loan Party, endorsed or assigned in blank or in favor of the Collateral Agent or any nominee or custodian of the Collateral Agent or a sub-agent appointed by the Collateral Agent.

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ARTICLE VIII

MISCELLANEOUS

Section 8.01 Notices.

(a) Unless otherwise specified herein, all notices, requests or other communications to any party hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered to the address or facsimile number: (i) in the case of Holdings, the Borrower, any Subsidiary Guarantor or any Finance Party, referred to in Section 10.02 of the Credit Agreement, (ii) in the case of the Collateral Agent, set forth on the signature pages hereof, (iii) in the case of any Swap Creditor set forth in the applicable Swap Agreements or (iv) in the case of any party, to such other address, facsimile number or electronic mail address as such party shall hereafter specify for the purpose of communications hereunder by notice to the other parties hereto. Each such notice, request or other communication shall be effective upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the intended recipient, (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid and (C) if delivered by facsimile, when sent and receipt has been confirmed electronically. Rejection or refusal to accept, or the inability to deliver because of a changed address of which no notice was given shall not affect the validity of notice given in accordance with this Section.

(b) This Agreement may be transmitted and/or signed by facsimile and, if so transmitted or signed shall, subject to requirements of law, have the same force and effect as a manually-signed original and shall be binding on all Loan Party, the Collateral Agent and the Finance Parties. The Collateral Agent may also require that this Agreement be confirmed by a manually-signed original hereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

Section 8.02 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Collateral Agent or any Finance Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Agreement or any other Finance Document or any other document or agreement contemplated hereby or thereby shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein and in the other Finance Documents are cumulative and are not exclusive of any other remedies provided by law. Without limiting the foregoing, nothing in this Agreement shall impair the right of any Finance Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of any Loan Party other than its indebtedness under the Finance Documents. Each Loan Party agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Finance Obligation, whether or not acquired pursuant to the terms of any applicable Finance Document, may exercise rights of set-off or counterclaim or other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loan Party in the amount of such participation.

Section 8.03 Compensation and Expenses of the Collateral Agent; Indemnification.

(a) Expenses. The Loan Parties, jointly and severally, agree to pay (i) all out-of-pocket expenses of the Collateral Agent, including all Attorney Costs of the Collateral Agent, in connection with the preparation and administration of this Agreement or any document or agreement contemplated hereby, any waiver or consent hereunder or any amendment hereof or any Default, Event of Default or alleged Event of Default, (ii) all taxes which the Collateral Agent or any Finance Party may be

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required to pay by reason of the security interests granted in the Collateral (including any applicable transfer taxes) or to free any of the Collateral from the lien thereof and (iii) if an Event of Default or any payment default (after the expiration of any applicable grace period) under any Swap Agreement occurs, all out-of-pocket expenses incurred by each Agent and each Finance Party, including (without duplication) the fees and disbursements of counsel, in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

(b) Protection of Collateral. If any Loan Party fails to comply with the provisions of any Finance Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent if requested by the Required Lenders may, but shall not be required to, effect such compliance on behalf of such Loan Party, and the Loan Parties shall reimburse the Collateral Agent for the costs thereof on demand. Any and all excise, property, sales and use taxes imposed by any state, federal or local authority on any of the Collateral, or in respect of periodic appraisals of the Collateral, or in respect of the sale or other disposition thereof shall be borne and paid by the Loan Parties. If any Loan Party fails to promptly pay any portion thereof when due, the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Parties’ account therefor, and the Loan Parties agree to reimburse the Collateral Agent therefor on demand. All sums so paid or incurred by the Collateral Agent for any of the foregoing and any and all other sums for which any Loan Party may become liable hereunder and all costs and expenses (including attorneys’ fees, legal expenses and court costs) reasonably incurred by the Collateral Agent or any Creditor in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement, shall, together with interest thereon until paid at the rate applicable to Base Rate Loans plus 2%, be additional Finance Obligations hereunder.

(c) Indemnification. Each Loan Party agrees to indemnify each Indemnitee and hold each Indemnitee harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any investigation or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or in any other way connected with the enforcement of any of the terms of, or the preservation of any rights hereunder, or in any way relating to or arising out of the ownership, purchasing, delivery, control, acceptance, financing, possession, sale, return or other disposition of the Collateral, the violation of the laws of any country, state or other governmental body or unit, or any tort or contract claim; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. Each Loan Party agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, loss, damage, penalty, claim, demand, action, judgment or suit, such Loan Party shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to notify the Loan Parties of any such assertion of which such Indemnitee has knowledge.

(d) Contribution. If and to the extent that the obligations of any Loan Party under this Section 8.03 are unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

(e) Obligations; Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Finance Obligations. The indemnity obligations of the Loan Parties contained in this Section 8.03 shall continue in full force and effect notwithstanding the full payment of all Finance Obligations and notwithstanding the discharge thereof.

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Section 8.04 Enforcement. The Finance Parties agree that this Agreement may be enforced only by the action of the Collateral Agent, acting upon the instructions of the Required Lenders (or, after the date on which all Senior Obligations have been paid in full, the holders of at least 51% of the outstanding Swap Obligations) and that no other Finance Party shall have any right individually to seek to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent or the holder of at least a 51% of the outstanding Swap Obligations, as the case may be, for the benefit of the Finance Parties upon the terms of this Agreement.

Section 8.05 Amendments and Waivers. Any provision of this Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by each Loan Party directly affected by such amendment, change, discharge, termination or waiver (it being understood that the addition or release of any Loan Party hereunder shall not constitute an amendment, change, discharge, termination or waiver affecting any Loan Party other than the Loan Party so added or released) and either (i) the Collateral Agent (with the consent of the Required Lenders or, to the extent required by Section 10.01 of the Credit Agreement, all of the Lenders), at all times prior to the time on which all Finance Obligations have been paid in full and all Commitments with respect thereto have been terminated or (ii) the holders of at least 51% of all Swap Obligations then outstanding, at all times after the time at which the Finance Obligations have been paid in full and all Commitments with respect thereto have been terminated; provided, however, that no such amendment, change, discharge, termination or waiver shall be made to this Section 8.05 without the consent of each Finance Party adversely affected thereby; and provided further that any amendment, change, discharge, termination or waiver adversely affecting the rights and benefits of a single Class of Finance Parties (and not all Finance Parties in a like or similar manner) shall require the written consent of the Required Finance Parties of such Class of Finance Parties. For the purposes of this Section 8.05, the term “Class” means each class of Finance Parties, i.e., whether (x) the Lenders, as holders of the Senior Obligations or (y) the Swap Creditors, as holders of the Swap Obligations. For the purposes of this Section 8.05, the term “Required Finance Parties” of any Class means each of (x) with respect to the Senior Obligations, the Required Lenders or (y) with respect to the Swap Obligations, the holders of 51% of all Swap Obligations outstanding from time to time.

Section 8.06 Successors and Assigns. This Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Collateral Agent and the Finance Parties and their respective successors and assigns. In the event of an assignment of all or any of the Finance Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. No Loan Party shall assign or delegate any of its rights and duties hereunder without the prior written consent of all of the Lenders.

Section 8.07 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTIONS.

Section 8.08 Limitation of Law; Severability.

(a) All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the

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provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law which may be controlling and be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(b) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Finance Parties in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 8.09 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective with respect to each Loan Party when the Collateral Agent shall receive counterparts hereof executed by itself and such Loan Party.

Section 8.10 Additional Loan Parties. It is understood and agreed that any Affiliate of the Borrower that is required by any Finance Document to execute a counterpart of this Agreement after the date hereof shall automatically become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party hereunder by executing an instrument of accession or joinder and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such instrument of accession or joinder, such Affiliate shall take all such actions and deliver to the Collateral Agent all such documents and agreements as such Affiliate would have been required to deliver to the Collateral Agent on or prior to the date of this Agreement had such Affiliate been a party hereto on the date of this Agreement. Such additional materials shall include, among other things, supplements to Schedules I, II, III, IV and V hereto (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the accession or joinder of such Affiliate, each of Schedules I, II, III, IV and V hereto is true, complete and correct with respect to such Affiliate as of the effective date of such accession or joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Obligor hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 8.11 Termination; Release of Loan Parties.

(a) Termination. Upon the full, final and irrevocable payment and performance of all Finance Obligations, the cancellation of all outstanding L/C Obligations and the termination of all Commitments under the Credit Agreement, the Security Interests shall terminate and all rights to the Collateral shall revert to the Loan Parties. In addition, at any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Lenders; provided that the release of all or any substantial part of the Collateral shall require the consent of all of the Lenders. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, upon request by and at the expense of any Loan Party, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be. Any such documents shall be without recourse to or warranty by the Collateral Agent or the Lenders. The Collateral Agent shall have no liability whatsoever to any Creditor as a result of any release

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of Collateral by it as permitted by this Section 8.11. Upon any release of Collateral pursuant to this Section 8.11, none of the Finance Parties shall have any continuing right or interest in such Collateral or the proceeds thereof.

(b) Release of Loan Parties. If any part of the Collateral is sold or otherwise disposed of or liquidated in compliance with the requirements of the Finance Documents (or such sale, other disposition or liquidation has been approved in writing by those Finance Parties whose approval is required by the applicable Finance Documents and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Finance Documents, to the extent applicable, the Collateral Agent, at the request and expense of such Loan Party, will duly release from the security interest created hereby and assign, transfer and deliver to such Loan Party (without recourse and without representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or liquidated as may be in the possession or control of the Collateral Agent and has not theretofore been released pursuant to this Agreement.

Section 8.12 Entire Agreement. This Agreement and the other Finance Documents and, in the case of the Swap Creditors, the Swap Agreements, constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, and any contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LOAN PARTIES:	GCA HOLDINGS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	GCA Holdings, L.L.C. 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer Telephone: (702) 855-3006 Fax: (702) 262-5039
	GLOBAL CASH ACCESS, L.L.C.
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	Global Cash Access, L.L.C. 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer Telephone: (702) 855-3006 Fax: (702) 262-5039
	GLOBAL CASH ACCESS FINANCE CORPORATION
	By:	/s/    KIRK SANFORD
	Name:	Kirk Sanford
	Title:	President
	Global Cash Access Finance Corporation 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer Telephone: (702) 855-3006 Fax: (702) 262-5039

CCI ACQUISITION, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
CCI Acquisition, LLC 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer Telephone: (702) 855-3006 Fax: (702) 262-5039
CENTRAL CREDIT, LLC
By:	/s/    KIRK SANFORD
Name:	Kirk Sanford
Title:	President
Central Credit, LLC 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer Telephone: (702) 855-3006 Fax: (702) 262-5039

COLLATERAL AGENT:	BANK OF AMERICA, N.A., as Collateral Agent
	By:	/s/    GINA MEADOR
	Name:	Gina Meador
	Title:	Vice President
	Bank of America, N.A., CA9-706-17-54 555 South Flower Street, 17th Floor Los Angeles, California 90071 Attention: Gina Meador Telephone: (213) 345-1302 Fax: (415) 503-5069

EX-10.7

Exhibit 10.7

THIS MEMBERSHIP UNIT REDEMPTION AGREEMENT is made and entered into as of March 10, 2004 (this “Agreement”) by and among GCA Holdings, L.L.C., a Delaware limited liability company, a Delaware limited liability company (“GCA”) and FDFS Holdings, LLC, a Delaware limited liability company (“FDFS”).

W I T N E S S E T H:

WHEREAS, Global Cash Access, L.L.C., a Delaware limited liability company (the “Company”), M&C, Karim Maskatiya, Robert Cucinotta, First Data Corporation, FDFS and GCA Holdings have executed and delivered a Restructuring Agreement dated as of December 10, 2003 and amended as of January 20, 2004, February 20, 2004 and March 3, 2004 (the “Restructuring Agreement”);

WHEREAS, this Agreement is being executed and delivered in order to effect the assignment and transfer to GCA Holdings of 829.3 Common Units in the Company (the “Transferred Interests”), in return for the GCA Redemption Payment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. In this Agreement, unless otherwise specifically stated, the capitalized terms used herein shall have the respective meanings specified or referred to in the Restructuring Agreement,

2. Sale and Transfer. FDFS hereby sells, transfers, conveys, assigns and delivers to GCA, and GCA hereby redeems and purchases from FDFS, all right, title and interest of FDFS in, to or under the Transferred Interests.

3. Redemption Price. The redemption price for the Transferred Interests shall be the GCA Redemption Payment. On the date hereof, GCA shall pay FDFS the GCA Redemption Payment by wire transfer of immediately available funds to the account specified by FDFS in writing to GCA.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law doctrine.

5. Further Assurances. In connection with the consummation of the transactions contemplated by this Agreement, if any time after the date hereof GCA so requests, FDFS shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to vest or evidence in GCA the Transferred Interests. In connection with the consummation of the transactions contemplated by this Agreement, if at any time after the date hereof FDFS so requests, GCA shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to perfect the transfer of the Transferred Interests and to complete the payment of the GCA Redemption Payment.

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6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

7. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Membership Unit Redemption Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK E. SANFORD
Name:	Kirk E. Sanford
Title:	President
FDFS HOLDINGS, LLC
By:	/s/    RICHARD E. AIELLO
Name:	Richard E. Aiello
Title:	Authorized Person

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EX-10.8

Exhibit 10.8

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (“Agreement”) dated as of November     , 1999 is entered into by and between BA Merchant Services, Inc., a Delaware corporation, with its principal office located at One South Van Ness, San Francisco, California 94103 (“BAMS”) and Global Cash Access, L.L.C., a Delaware limited liability company, with its principal office located at 105 East Reno, Suite 11, Las Vegas, NV 89119 (“GCA”).

The following Recitals are a material part of this Agreement:

1. GCA has requested that BAMS sponsor a specific Bank Identification Number (“BIN”) and Interbank Card Association (“ICA”) number with Visa^® and MasterCard^®, respectively. BAMS is a Principal member of Visa^® and a sponsored member of MasterCard^® GCA is and Independent Sales Organization (“ISO”) as permitted by Visa^® and a Member Service Provider (“MSP”) as permitted by MasterCard^®.

2. BAMS has agreed to sponsor GCA as a BIN and ICA licensee under applicable Visa^® and MasterCard^® rules pursuant to the terms and conditions set forth in this Agreement.

3. BAMS is a member of GCA and as such this Agreement will require the consent of all of the other members of GCA.

4. GCA intends to contract with USA Payment Services, Inc. to process transactions through the Sponsored Accounts, as defined below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

SECTION 1. Definitions.

“Banking Regulations” means all regulations promulgated by any Banking Regulatory Authority, as defined below.

“Banking Regulatory Authority” means any federal or state regulatory agency having regulatory authority over BAMS or its affiliates, including, without limitation, the Office of Comptroller of the Currency, the Federal Reserve Board and the Federal Deposit Insurance Corporation.

“Card Association” shall mean Visa^® and MasterCard^® including, without limitation, their international associations. Both associations promulgate Operating Rules and operate an interchange system for exchanging charges and credit vouchers among merchants and card issuers.

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“Operating Rules” are relevant portions of the operating regulations, operating manuals, official rules, bulletins, notices and similar documents issued by Card Associations including, without limitation, international rules.

“Sponsored Accounts” shall mean the specific BIN licensed through Visa^® and ICA used through MasterCard^®, respectively.

SECTION 2. Obligations of BA Merchant Services, Inc.

BAMS will complete the necessary forms and agreements with the Card Associations to sponsor or license GCA to use a specific BIN from Visa^® and a specific ICA from MasterCard^® pursuant to the Operating Rules and the terms and conditions of this Agreement.

BAMS’ sole obligation is to sponsor GCA for the Sponsored Accounts. GCA may use the Sponsored Accounts for both BASE I and BASE II processing. BASE I processing includes authorization and capture and BASE II includes settlement with the Card Associations. BAMS may review transactions completed through the Sponsored Accounts solely for BAMS’ own risk management purposes. BAMS is not responsible for risk-management to GCA.

SECTION 3. Global Cash Access Obligations.

GCA may only use the Sponsored Accounts to process merchant card transactions for customers as permitted and defined under the Contribution and Option Agreement to which GCA is a party and Amended and Restated Limited Liability Company Agreement to which GCA is a party. GCA may process transactions for internet gaming enterprises or internet gaming activities only if specifically permitted by the Card Associations. GCA may not assign or permit any other entity to use any Sponsored Account without the prior written approval of BAMS and any necessary approvals from the Card Associations.

GCA shall be responsible for complying with all Card Association Operating Rules and shall be responsible for all activities (other than BAMS’ activities) associated with any of the Sponsored Accounts. GCA shall review all BIN or ICA usage reports prepared or provided by the Card Associations or BAMS and advise the appropriate Card Association and BAMS of any inaccuracies.

GCA will execute contracts with merchant customers and process transactions through the Sponsored Accounts in strict adherence to the Operating Rules and in compliance with BAMS’ membership and licensing agreements with the Card Associations, including, without limitation, all requirements relating to the Sponsored Accounts.

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SECTION 4. Risk Management.

GCA shall monitor all Sponsored Accounts to ensure compliance with all Operating Rules and will respond to Card Association inquiries and requests within the timeframes set by the Card Associations.

SECTION 5. Registration, Fees and Reports.

GCA shall be responsible for any fees, fines or assessments imposed by the Card Associations for license or use of the Sponsored Accounts. This may include, among other amounts, an initial fee to establish the Sponsored Accounts and any annual or recurring fees GCA shall either pay the Card Associations directly or reimburse BAMS, at BAMS’ direction.

GCA will reimburse BAMS for all expenses directly related to establishing and monitoring the Sponsored Accounts, excluding any BAMS’ personnel expense.

GCA will complete and file on a timely basis all registration forms and agreements required by the Card Associations, and provide any information requested by the Card Associations related to the Sponsored Accounts. Further, GCA will timely pay Card Association registration, annual, and similar fees required for ISOs and MSPs of the Card Associations, and will pay any fines imposed on BAMS by Card Associations that are due to GCA’s violations of Operating Rules or that could have been avoided by prompt cooperation by GCA with BAMS, including, without limitation, fines related to the Sponsored Accounts. GCA will make these payments within ten (10) days after receipt of a billing statement from BAMS.

SECTION 6. Registration with Card Associations.

GCA warrants that it is, and will remain, a registered ISO and MSP in good standing with Visa^® and MasterCard^®, respectively.

SECTION 7. Audit of Global Cash Access.

BAMS, a Card Association or any Bank Regulatory Authority, or their agents, may conduct audits of GCA with respect to this Agreement upon not less than ten (10) business days notice in writing. GCA’s records must be made available to BAMS, the Card Association, Bank Regulatory Authority or their agents as soon as possible, but in no event later than ten (10) business days after a request is made to GCA.

SECTION 8. Confidentiality.

The parties acknowledge that all information (including the terms and conditions hereof) of a material nature disclosed by either party to the other or coming to the attention of either party or its employees, officers, agents or advisors (“Representatives”) during the course of work pursuant to the terms of this Agreement shall be “Confidential Information”. Confidential

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Information constitutes a valuable asset of and is proprietary to the party disclosing or originally possessing it. Neither party shall disclose Confidential Information or knowingly permit its Representatives to disclose Confidential Information to any person other than its affiliates or Representatives or to any person among its affiliates and Representatives not having a specific need to know in performance of the work. Each party shall take reasonable care to ensure fulfillment of this obligation.

If a subpoena or other legal process in any way concerning information disclosed in connection with this Agreement is served upon the Recipient of such Confidential Information (“Recipient”), the Recipient shall notify the disclosing party (“Discloser”) promptly, and the Recipient shall cooperate with the Discloser, at the Discloser’s expense, in any lawful effort to contest the validity of such subpoena or other legal process.

This Section will in no way limit either party’s ability to satisfy any governmentally required disclosure of its relationship with the other party, or BAMS’ ability to satisfy any requests or demands generated in the course of audits of BAMS or BAMS’ parent or affiliates, or requests or demands generated by Banking Regulatory Authorities or Bank’s attorneys or auditors or requests or demands generated by the Card Associations.

The obligations of confidentiality in this section shall not apply to any information which a party has in its possession when disclosed to it by the other party, information which a party independently develops, information which is or becomes known to the public other than by breach of this Agreement or information rightfully received by a party from a third party without the obligation of confidentiality.

SECTION 9. Indemnity.

GCA shall indemnify, defend and hold harmless BAMS and its representatives, successors and permitted assigns from and against any and all costs, expenses or liability arising from or related to GCA’s failure to comply with Operating Rules and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys’ fees and expenses incurred in investigation or defense (“damages”) to the extent such damages arise out of or relate to the following:

(a) Any act or omission by GCA, its representatives or any subcontractor engaged by GCA in providing processing services related to the Sponsored Accounts; or

(b) Any material breach in a representation, covenant or obligation of GCA contained in this Agreement.

SECTION 10. Limitation of Liability.

Neither party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such party has knowledge of the possibility of such damages, provided, however, that the

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limitations set forth in this Section shall not apply to or in any way limit the indemnity obligations under this Agreement.

SECTION 11. Assignment; Binding Effect.

GCA may not assign any of its rights or delegate any of its obligations under this Agreement without BAMS’ prior written consent. BAMS may assign this Agreement to an affiliate, without GSA’s prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 12. Final Agreement.

This Agreement is the final agreement between GCA and BAMS with respect to the subject matter hereof, and supersedes any prior or contemporaneous negotiations, stipulations, or agreements between the parties hereto. If any provision of this Agreement is invalid or unenforceable, the other provisions will remain effective to the extent reasonable.

SECTION 14. Notices.

Notices to either party shall be in writing and shall be deemed to have been given when delivered in person or by other means providing a record of receipt such as a “return receipt requested” service from the U.S. postal service or a comparable receipt from an express mail or messenger service. Notices to BAMS must be sent to:

BA Merchant Services, Inc.

One South Van Ness Avenue, 5^th Floor

Mail Code: CA5-702-05-23

San Francisco, CA 94103

Attn: President

Notices sent to GCA must be sent to:

Global Cash Access, L.L.C.

105 East Reno, Suite 11

Las Vegas, NV 89119

Attn: Chief Executive Officer

SECTION 15. Waivers and Amendments.

Waivers of any requirements of this Agreement must be in writing and signed by the party to be bound. Waivers effective for one occasion are not effective for other occasions,

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unless that intention is clear from the signed waiver. This Agreement may not be amended except in a writing signed by both parties.

SECTION 16. Term of Agreement.

This Agreement will remain in effect until December 31, 2002, and may thereafter be renewed for successive one-year periods upon written agreement of the parties hereto.

At BAMS’ sole discretion, BAMS may terminate this Agreement if BAMS believes GCA is not complying with Operating Rules or the terms of BAMS’ Card Association membership or CGA’s licensees’ rights in the Sponsored Accounts. GCA shall have 30 days after written notice from BAMS to cure any failure to comply with such requirements.

BAMS may terminate this Agreement upon 180 days’ written notice to GCA in the event BAMS or its successor no longer has, or will no longer have, a membership interest in GCA.

Either party may terminate the Agreement upon 180 days’ written notice to the other party.

In addition to any other remedies available to either party, upon the occurrence of a Termination Event (as defined below) with respect to either party, the other may immediately terminate this Agreement by providing written notice of termination. A “Termination Event” shall have occurred if:

(a) A party materially breaches its obligations under this Agreement, and the breach is not cured within 30 calendar days after written notice of the breach and intent to terminate is provided by the other party;

(b) A party becomes insolvent (generally unable to pay its debts as they become due) or the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or makes a general assignment for the benefits of its creditors; or

(c) BAMS ceases to be a member of, or sponsored into, either Visa USA, Incorporated or MasterCard International, Incorporated.

The rights and obligations of the parties which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes, including, without limitation, the provisions of the sections captioned “Arbitration”, “Confidentiality”. “Indemnity”, and “Limitation of Liability” shall survive any termination of this Agreement.

SECTION 17. Arbitration.

Any controversy or claim between or among the parties hereto shall be determined by binding arbitration in accordance with the Federal Arbitration Act (or, if not applicable, the

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applicable state law), the Rules of Practice and Procedure for the Arbitration of Commercial Disputes of Judicial Arbitration and Mediation Services, Inc./Endispute, Inc. (“J.A.M.S./ Endispute”), and if J.A.M.S./Endispute is unable or legally precluded from administering the arbitration, then the American Arbitration Association (“AAA”) will serve.

Judgment upon any arbitration award may be entered in any court having jurisdiction. Any Party to this Agreement may bring an action, including a summary or expedited proceeding to compel arbitration of any controversy or claim to which this Agreement applies in any court having jurisdiction over such action in the governing state set forth herein.

Upon receipt of demand for arbitration from either BAMS or GCA, J.A.M.S./Endispute or AAA, as applicable, shall use its best efforts to appoint a panel of three arbitrators (one of whom is selected by GCA, one of whom is selected by BAMS, and the third of whom shall be selected by the mutual agreement of the first two) and notify BAMS and GCA of such appointment within fifteen (15) Calendar Days and further to commence arbitration within ninety (90) Calendar Days. Any BAMS or GCA demand for arbitration shall include detail sufficient to establish the nature of the dispute and shall be delivered to the other Party concurrent with delivery to J.A.M.S./Endispute or AAA.

Nothing in this Section shall limit the right of either GCA or BAMS to obtain from a court provisional or ancillary remedies such as, but not limited to, injunctive relief, or the appointment of a receiver, before, during or after the pendency of any arbitration proceeding brought pursuant to this Agreement.

SECTION 18. Attorneys’ Fees.

If a legal action or arbitration proceeding is commenced in connection with any dispute under this Agreement, the prevailing party, as determined by the court or arbitrators, shall be entitled to recover from the other attorneys’ fees, costs and necessary disbursements actually incurred (including allocated fees and costs for in-house legal services), in connection with such action or proceeding.

SECTION 19. Governing Law.

This Agreement shall be governed by the laws of the State of California as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies without application of principles of conflicts of laws.

SECTION 20. Compliance with Laws, Regulations and Operating Rules.

This Agreement is subject to and contingent upon GCA’s continued compliance with applicable federal, state and local laws, regulations and ordinances and Operating Rules. During the term of this Agreement and any renewals or extensions thereof, GCA shall have an ongoing

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duty to take reasonable steps to assure that it complies with Operating Rules and applicable laws rules and regulations and that required permits and licenses are maintained and kept current. During the term of this Agreement, and following termination or expiration of this Agreement. GCA will comply with applicable Card Association and Banking Regulations concerning records retention.

SECTION 21. Miscellaneous.

If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby.

Each party represents and warrants to the other that this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first shown above.

GLOBAL CASH ACCESS, L.L.C.		BA MERCHANT SERVICES, INC.
By:	/s/    ROBERT CUCINOTTA	By:	/s/    SHARIF BAYYARI
Name:	Robert Cucinotta	Name:	Sharif Bayyari
Title:	Authorized Signatory	Title:	President

AGREEMENT AND CONSENT

The undersigned, M&C International, a Nevada corporation, and First Data Financial Services, LLC, a Delaware limited liability company, constituting all of the remaining members of Global Cash Access, LLC, hereby consent to the execution of and the provisions of this Agreement between BA Merchant Services, Inc. and Global Cash Access, LLC.

/s/    ROBERT CUCINOTTA
M&C international	First Data Financial Services, LLC

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AMENDMENT NUMBER 1 TO SPONSORSHIP AGREEMENT

THIS AMENDMENT NUMBER 1 TO SPONSORSHIP AGREEMENT (“Amendment”) is made and entered into as of September     , 2000, among BA MERCHANT SERVICES, INC., a Delaware corporation (“BAMS”), GLOBAL CASH ACCESS, LLC, a Delaware limited liability corporation (“GCA”), and FIRST DATA CORPORATION, a Delaware corporation (“FDC”).

W I T N E S S E T H:

WHEREAS, BAMS and GCA entered into a Sponsorship Agreement dated as of November 1999, pursuant to which BAMS agreed to sponsor GCA as a BIN and ICA licensee under applicable Visa^® and MasterCard^® rules (“Sponsorship Agreement”);

WHEREAS, pursuant to an Asset Purchase Agreement among BAMS, Bank of America, National Association (“Seller”), First Data Financial Services, LLC, and M&C International as of the same date as this Amendment (“Purchase Agreement”), BAMS will sell all of its ownership interest in GCA;

WHEREAS, pursuant to a Transition Services Agreement (“TSA”), Seller will provide certain processing and related services for automated teller machines sold to GCA pursuant to the Purchase Agreement;

WHEREAS, BAMS and GCA desire to amend the Sponsorship Agreement to provide for the continued sponsorship of GCA as a BIN and ICA licensee, and for the sponsorship of GCA and its terminals into certain automated teller machine (“ATM”) and point of sale (“POS”) networks, for a period often (10) years; and

WHEREAS, BAMS is willing to continue such sponsorship only on the condition that FDC provide an indemnification for the benefit of BAMS;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, convenants and agreements contained herein, the parties agree as follows.

1. Section 1 of the Sponsorship Agreement is amended by adding and modifying, respectively, the following definitions:

“Network” means any ATM or POS network in which GCA terminals participated as of September 25, 2000.

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“Operating Rules” are relevant portions of the operating regulations, operating manuals, official rules, bulletins, notices and similar documents issued by Card Associations or Networks including, without limitation, international rules.

2. Section 2 of the Sponsorship Agreement is amended:

(a) By replacing the first sentence of the second paragraph with the following: “BAMS’ sole obligation in connection with the Sponsored Accounts is to sponsor GCA for the Sponsored Accounts.”

(b) By adding the following new paragraph:

BAMS will complete, or arrange for an eligible institution to complete, the necessary forms and agreements with the Networks, and take any other necessary actions, to sponsor GCA and its terminals for participation in such Networks and to enable the GCA terminals to honor cards participating in such Networks. GCA shall reimburse BAMS for any out-of-pocket expenses reasonably incurred by BAMS pursuant to this paragraph.

3. Section 3 of the Sponsorship Agreement is amended:

(a) By replacing the first paragraph with the following:

GCA may only use the Sponsored Accounts to process transactions on behalf of merchants that are either Gaming Establishments or terminals located in Gaming Areas, as those terms are defined in the above referenced Asset Purchase Agreement; provided, however, that in no event may GCA process transactions for internet gaming enterprises or internet gaming activities. GCA may not assign or permit any other entity to use any Sponsored Account without the prior written approval of BAMS and any necessary approvals from the Card Associations.

(b) By adding the following new paragraph at the end:

Nothing in this Agreement is intended to limit the obligations of Seller under the TSA or make GCA responsible for any act or omission of Seller.

4. Section 9 of the Sponsorship Agreement is amended to read in its entirety as follows:

GCA and FDC jointly and severally shall indemnify, defend and hold harmless BAMS and its representatives, successors and permitted assigns from and against any and all costs, expenses or liability arising from or related to GCA’s failure to comply with Operating Rules and all claims made or threatened by any third party

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and all related losses, expenses, damages, costs and liabilities, and including reasonable attorneys’ fees and expenses incurred in investigation or defense (“damages”) to the extent such damages arise out of or relate to the following:

(a) Any act or omission by GCA, its representatives or any subcontractor engaged by GCA in providing processing services related to the Sponsored Accounts; or

(b) Any material breach in a representation, covenant or obligation of GCA contained in this Agreement.

c) Notwithstanding the foregoing, FDC may terminate this Sponsorship Agreement by at least thirty (30) days prior written notice to BAMS and GCA; provided however, that such termination shall not apply to obligations of GCA arising prior to the effective date of the termination.

5. Section 16 of the Sponsorship Agreement is amended to read in its entirety as follows:

This Agreement shall remain in effect until September 30, 2010.

At BAMS’ sole discretion, BAMS may terminate sponsorship of GCA and its terminals with respect to any Card Association or Network if BAMS is informed by a Card Association or Network that GCA is in violation of the Operating Rules or the terms of BAMS membership or GCA’s licensees’ rights in the Sponsored Accounts, with respect to such Card Association or Network, provided that - GCA shall have 15 days after written notice from BAMS to cure any such violation.

GCA may terminate the Agreement upon 180 days’ written notice to BAMS.

In addition to any other remedies available to either BAMS or GCA, upon the occurrence of a Termination Event (as defined below) with respect to either such party or FDC, the other may immediately terminate this Agreement by providing written notice of termination. A “Termination Event” shall have occurred if:

(a) A party materially breaches its obligations under this Agreement, and the breach is not cured within 30 calendar days after written notice of the breach and intent to terminate is provided by the other party:

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(b) A party or FDC becomes insolvent (generally unable to pay its debts as they become due) or the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or makes a general assignment for the benefit of its creditors;

(c) BAMS ceases to be a member of, or sponsored into, either Visa USA, Incorporated or MasterCard International, Incorporated; or

7. Section 17 of the Sponsorship Agreement is amended to read as follows:

(a) Any controversy or claim between or among the parties, arising out of or relating to this Agreement or any agreements or instruments relating hereto, including any claim based on or arising from an alleged tort shall, at the request of any party, be determined by arbitration. The arbitration shall be conducted in either Charlotte, NC or San Francisco, CA in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the auspices and the Rules of Practice and Procedure for the Arbitration of Commercial Disputes of the Judicial Arbitration and Medication Service, Inc./Endispute, inc., (“JAMS/Endispute”) then in effect. If JAMS/Endispute is unable or legally precluded from administering the arbitration, then it shall be conducted under auspices and Commercial Arbitration Rules of the American Arbitration Association. Each party may serve a single request for production of documents. If disputes arise concerning these requests, the arbitrator shall have sole and complete discretion to determine the disputes. The arbitrator shall give effect to statutes of limitations in determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator. The arbitrator shall follow the law in reaching a reasoned decision and shall deliver a written opinion setting forth the rationale for the decision. The arbitrator shall reconsider the decision once upon the motion and at the expense of a party. The Sections of this Agreement entitled Confidentiality shall apply to the arbitration proceeding, all evidence taken and the opinion, which are the Confidential Information of both parties. Judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of either party to submit the controversy or claim to arbitration if the other party contests such action for judicial relief.

(b) No provision of this Arbitration Section shall limit the right of a party to this Agreement to obtain provisional or ancillary remedies from a court of

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competent jurisdiction before, after, or during the pendency of any arbitration. The exercise of a remedy does not waive the right of either party to resort to arbitration.

8. Unless otherwise defined in this Amendment, all capitalized terms shall have the same meaning as set forth in the Sponsorship Agreement.

9. Except as specified in this Amendment, all the terms and conditions of the Sponsorship Agreement remain unchanged.

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10. This Amendment may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

GLOBAL CASH ACCESS, LLC		BA MERCHANT SERVICES, INC.
By	/s/    KIRK SANFORD	By	/s/    RICHARD SHAFFNER
Title	CEO	Title	SVP
Date		Date	9-30-2000

FIRST DATA CORPORATION

Solely for the purpose of confirming its obligations under Section 9 of the Sponsorship Agreement, as amended by this Amendment Number 1 to Sponsorship Agreement

By	/s/    CHARLES FOTE
Title
Date

EX-10.9

Exhibit 10.9

SPONSORSHIP INDEMNIFICATION AGREEMENT

This Sponsorship Indemnification Agreement (this “Agreement”), dated as of March 10, 2004 is by and between Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”) and First Data Corporation, a Delaware corporation (“FDC”).

RECITALS

A. GCA and BA Merchant Services, Inc., a Delaware corporation (“BAMS”) entered into a Sponsorship Agreement dated as of November 1999 (the “Original Sponsorship Agreement”), pursuant to which BAMS agreed to sponsor GCA as a Bank Identification Number (BIN) and Interbank Card Association (ICA) licensee under applicable Visa and MasterCard rules.

B. GCA, BAMS and FDC entered into Amendment Number 1 to Sponsorship Agreement dated as of September 2000 (the “Amendment”) pursuant to which FDC assumed certain indemnification obligations for the benefit of BAMS. The Original Sponsorship Agreement, as amended by the Amendment, is hereinafter referred to as the “Sponsorship Agreement”.

C. GCA, FDC, M&C International, a Nevada corporation, and certain other parties have entered into a Restructuring Agreement dated as of December 10, 2003, as amended (as amended, the “Restructuring Agreement”).

D. In connection with the consummation of the transactions contemplated by the Restructuring Agreement, GCA and FDC desire to enter into this Agreement.

AGREEMENT

Now, therefore, in consideration of the mutual promises and covenants contained herein, GCA and FDC agree as follows:

1. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Agreement.

2. Indemnity. GCA shall indemnify, protect and hold harmless each FDC Group Member from and against any and all Losses and Expenses, imposed in any manner upon, incurred by or asserted against such FDC Group Member in connection with or arising from its indemnification obligations pursuant to the Sponsorship Agreement (including, without limitation, Section 9 of the Sponsorship Agreement).

3. Procedures. With respect to the indemnity set forth in Section 2, FDC and GCA agree to follow the procedures for notice of claim, calculation of Loss or Expense and Third Person Claims set forth in Sections 5.3 and 5.4 of the Restructuring Agreement, as if such sections were set forth herein.

4. Letter of Credit.

(a) As collateral security for prompt and complete performance of GCA’s obligations under Section 2 of this Agreement (the “Obligations”), the Company shall at the Closing cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit (“Letter of Credit”) to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. Within 30 days following the Closing Date, the Company shall cause a replacement letter of credit (in a form no less favorable to FDC than the Letter of Credit) to be issued to FDC in the amount of $3,000,000 (such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. On each anniversary of the Closing Date through September 30, 2010, the Company shall (i) notify FDC of the amount of the Cash Advance Net Revenue of the Company and its subsidiaries for the prior calendar year, and (ii) in the event that the amount of the then current Letter of Credit is less than the then current Target Amount, cause a replacement letter of credit (in a form no less favorable to FDC than the then current Letter of Credit) to be issued to FDC in the Target Amount (each such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. Subject to Section 4(f), at all times on or after 30 days following the Closing Date, the Company shall cause a Letter of Credit to be continuously maintained (by renewal or replacement) for the benefit of FDC in an amount not less than the then applicable Target Amount. For the avoidance of doubt, after the issuance of any replacement Letter of Credit, any Letter of Credit replaced thereby shall be terminable by the Company, such that the Company shall not be obligated to maintain more than one Letter of Credit at any one time.

(b) “Cash Advance Net Revenue” means (i) gross credit card cash advance revenue less related interchange, plus (ii) gross non-PIN-based debit card cash advance revenue less related interchange.

(c) “Target Amount” means, as of any date, the greater of (i) $3,000,000 and (ii) 2% of the Cash Advance Net Revenue of the Company and its subsidiaries for the immediately prior calendar year.

(d) An “Event of Default” is the occurrence of any failure by GCA to perform its obligations under Section 2 of this Agreement within five (5) days following GCA’s receipt of a written notice from FDC requesting payment, performance and satisfaction of any Obligation.

(e) Upon an Event of Default, FDC may collect and enforce payment, performance and satisfaction of the Obligations by causing payment to be made to FDC pursuant to the terms of the then current Letter of Credit the full amount of any unsatisfied Obligation upon five (5) days prior written notice to GCA, which notice shall include the information set forth in the Claim Notice.

(f) Provided that (i) one of the following events shall have occurred: (A) delivery to FDC of a full written release by BAMS of FDC’s obligations pursuant to the Sponsorship Agreement, and/or (B) the passage of six months following the termination of the Sponsorship Agreement, and (ii) there does not exist any unremedied Event of Default (or alleged Event of Default), FDC’s rights to cause payments to be made pursuant to the terms of the Letter of Credit shall cease.

5. Term.

(a) FDC covenants and agrees that it shall not exercise its termination right under Section 9(c) of the Sponsorship Agreement prior to September 30, 2010; provided, however, FDC may exercise such right at any time in the event that (i) GCA breaches its obligations pursuant to Section 4(a); (ii) GCA’s chargebacks during any calendar month during the term of this Agreement exceed 120% of GCA’s average monthly chargebacks for the six months prior to the Closing Date, (iii) GCA is fined (or is otherwise assessed with making a payment of) $200,000 or more (individually, or in the aggregate for all such fines or assessments) for violating the Operating Rules (as defined in the Sponsorship Agreement) at any time following the Closing Date and prior to the first anniversary of the Closing Date, or during any anniversary year of the Closing Date thereafter, and such fine or assessment shall not have been rescinded within fifteen business days following notice thereof to GCA, or (iv) GCA amends the Sponsorship Agreement without FDC’s consent. Prior to September 30, 2010, not later than the fifth business day of each calendar month, GCA shall provide FDC with a true and accurate report of GCA’s chargebacks for the prior calendar month, and FDC shall have the right to review the books and records of GCA during normal business hours to confirm the contents of such report. GCA agrees that it shall not enter into an amendment to the Sponsorship Agreement without FDC’s prior written consent, unless such amendment includes a full release by BAMS of FDC’s obligations thereunder. For purposes of this Agreement, “chargebacks” shall not include any purported or attempted chargeback that GCA successfully opposes such that GCA receives or recovers payment for the subject transaction and is not obligated to issue any credit therefor.

(b) The indemnity set forth in Section 2 above shall terminate and be of no further force or effect upon satisfaction of the following two conditions: (i) there no longer exists the potential for any future liability or obligation of GCA to FDC under Section 2 above (which shall be deemed to be occasioned by the delivery to FDC of a full written release by BAMS of FDC’s obligations pursuant to the Sponsorship Agreement), and (ii) there does not exist any unremedied Event of Default (or alleged Event of Default).

5. Governing Law. This Agreement shall be governed by the laws of the State of New York as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies, without application of principles of conflicts of laws.

6. Notices. All notices hereunder shall be provided pursuant to the terms of Section 8.11 of the Restructuring Agreement.

7. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

8. Severability. If any provision of this Agreement or the application of any such provision shall by held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

9. Amendment. This Agreement may only be modified by a writing signed by both parties. No other act, document, usage or custom shall be deemed to amend this Agreement.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

11. Entire Agreement. This Agreement shall constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements of understandings with respect thereto.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

GLOBAL CASH ACCESS, L.L.C.		FIRST DATA CORPORATION
By:	/s/    KIRK E. SANFORD	By:	/s/    JOSEPH C. MULLIN
Name:	Kirk E. Sanford	Name:	Joseph C. Mullin
Title:	President	Title:	Assistant Secretary

EX-10.10

Exhibit 10.10

AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT

This Amended and Restated Software License Agreement (this “Agreement”), dated as of the Effective Time (as defined below), is between Infonox on the Web, a California corporation (“Infonox”) and Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”).

RECITALS

A. Infonox and GCA are parties to that certain Software License Agreement dated as of May 31, 2000 (the “Prior Agreement”), and desire to amend and restate the Prior Agreement in its entirety.

B. Infonox and GCA are parties to that certain Professional Services Agreement, effective as of the Effective Time (the “Professional Services Agreement”), pursuant to which Infonox shall perform certain services for GCA, including but not limited to the development of computer software and systems that may incorporate, be based upon or rely upon certain Infonox Technology (as defined in the Professional Services Agreement).

C. Infonox has developed an integrated suite of processes, hardware products and computer software programs known as the “Active Payment Platform” (as more fully defined below) which constitute a generic, reusable platform upon which customized transaction processing networks can be built.

D. The Active Payment Platform is deployed in “instantiations” in which generic or core components are customized and configured to implement the specific design elements of a customized instantiation.

E. GCA desires to obtain license rights to an instance of the Active Payment Platform that Infonox has developed, customized and configured to deploy certain of GCA’s cash access services.

F. Infonox desires to grant to GCA, and GCA desires to obtain from Infonox, certain exclusive license rights to the generic, reusable portion of the Active Payment Platform in the gaming industry, all on the terms and conditions set forth herein.

AGREEMENT

Now, therefore, in consideration of the mutual promises and covenants contained herein, Infonox and GCA hereby agree to amend and restate the Prior Agreement in its entirety with the following:

1. Definitions.

(a) “APP” or “Active Payment Platform” shall mean the integrated suite of processes, hardware products and computer software programs developed by Infonox to

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aggregate diverse financial services from diverse service providers, to deploy such financial services across diverse hardware devices and platforms, and to process and support transactions using such financial services.

(b) “ActiveVerifier” shall mean the hardware and software products and services developed by Infonox to record, transmit and store digital images of various forms of identification (e.g., drivers licenses) presented at unmanned advanced function ATMs, but specifically excluding any processes, methods or claims covered by the GCA Patent.

(c) “Applicable Project Assignment” shall mean any Project Assignment under the Professional Services Agreement that expressly contemplates Infonox hosting or operating an instantiation of the Active Payment Platform.

(d) “Client” shall mean the client-side application software programs that enable specific hardware devices and platforms to communicate with the server-side components of the APP.

(e) “Client Base” shall mean the portions of the Client consisting of software programs that (i) existed prior to Infonox’s commencement of development of the Client-Side Customizations, or (ii) generically implement types of financial services (e.g., money order, money transfer, check cashing, automated teller machine (ATM) cash withdrawal or point of sale (POS) debit services) on types of hardware devices or platforms (e.g., mobile telephones and computing devices, ATMs, mail order or telephone order systems, POS devices, personal digital assistants, the World Wide Web or personal computers). The Client Base includes the portions of the Client that manage and interact with hardware devices (e.g., biometric verification devices, video cameras and check acceptors) via an XFS (eXtensions for Financial Services)-compliant connection.

(f) “Client-Side Customizations” shall mean the customized portions of the Client developed as part of the instance of the APP developed by Infonox whether before, on, or after the Effective Date to permit users of specific devices and platforms to use GCA’s cash access services. The Client Customizations do not include any portion of the Client Base, any Third Party Components or any portion of the ActiveVerifier.

(g) “Effective Time” shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, GCA and GCA Holdings, L.L.C.

(h) “GCA Patent” shall mean United States patent application number 10/291,209 and any intellectual property rights arising therefrom.

(i) “GCA Source Code” shall mean the source code version of the GCA Work Product, Client-Side Customizations, and Server-Side Customizations.

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(j) “Infonox Source Code” shall mean the source code version of the Server-Side Base, the Client Base and any portion of the ActiveVerifier that consists of software.

(k) “Licensed Field” shall mean the gaming industry, including without limitation the business of providing cash access services to patrons of gaming establishments and customer relationship marketing services to gaming establishments.

(l) “Server-Side Base” shall mean the server-side portions of the APP consisting of computer software programs that (i) existed prior to Infonox’s commencement of development of the Server-Side Customizations, or (ii) are generic, configurable, core or infrastructure components of the APP that apply to hardware devices and platforms generally (e.g., Infonox’s TransNox Gateway suite of products and services that support mobile telephones and computing devices, automated teller machines, mail order or telephone order systems, point of sale devices, point of sale devices, personal digital assistants, the World Wide Web and personal computers), types of financial services generally (e.g., money order, money transfer, check cashing, ATM cash withdrawal, POS debit and program enrollment services), support services generally (e.g., Infonox’s SupportNox suite of products and services that provide or facilitate monitoring, alerting, reporting, healing, accounting and call center (CallNox) services) or gateway services generally (e.g., gateways to financial services providers, networks, processors, credit bureaus and card associations). The Server-Side Base includes all middleware, execution engines, workflow server appliances, transaction driving and switching engines, gateway engines, development tools and other infrastructure components, file formats and protocols used to implement the APP generally and that are not customized to implement a particular instance of the APP. The Server-Side Base does not include any Server-Side Customizations or any Third Party Components.

(m) “Server-Side Customizations” shall mean the server description language configuration files (i) used to configure and customize the generic workflow/application server of the Server-Side Base to implement GCA’s business logic, transaction flows and screens, and (ii) that were developed as part of the instance of the APP developed by Infonox whether before, on, or after the Effective Date that permits users of specific devices and platforms to use GCA’s cash access services. The Server-Side Customizations do not include any portion of the Server-Side Base or any Third Party Components.

(n) “Subsidiary” shall mean, with respect to a party, any entity at least 50% of whose equity is owned directly or indirectly by such party.

(o) “Third Party Components” shall mean computer software programs, libraries or modules (e.g., middleware or operating systems) that are owned by third parties but which have been integrated into or upon which the operation of the APP is dependent, licenses to which must be obtained from such third parties to operate the instance of the APP developed by Infonox to permit users of specific devices or platforms to use GCA’s cash access services.

(p) “USA Patent” shall mean U.S. Patent No. 6,081,792 entitled “ATM and POS Terminal and Method of Use Thereof”, which is licensed by GCA from USA Payments

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pursuant to a Patent License Agreement made as of the Effective Time and the prior license described therein (the “Patent License”).

2. Ownership; License Grants.

(a) GCA acknowledges and agrees that all right, title and interest in and to the Client Base, Server-Side Base and ActiveVerifier, and any intellectual property rights therein, shall at all times be vested solely and exclusively in Infonox, and shall be deemed to be “Infonox Technology” (as defined in the Professional Services Agreement). Infonox acknowledges and agrees that all right, title and interest in and to the Client-Side Customizations and the Server-Side Customizations and any intellectual property rights therein, shall at all times be vested solely and exclusively in GCA, and shall be deemed to be “GCA Work Product” (as defined in the Professional Services Agreement). Infonox further acknowledges and agrees that all right, title and interest in and to the GCA Patent shall at all times be vested solely and exclusively in GCA.

(b) Infonox hereby grants GCA a royalty-free, fully paid, worldwide and non-transferable (except as provided in Section 6) right and license to use the Client Base and Server-Side Base, in object code only, and the ActiveVerifier (collectively, the “Licensed Technology”) solely as part of the instantiation of the Active Payment Platform developed, hosted and operated by Infonox for GCA in the Licensed Field. This license shall be exclusive as to GCA within the Licensed Field, such that Infonox shall not grant any other license to the Licensed Technology to any third party for use with machines or devices used, directly or indirectly, in the Licensed Field, and shall not itself exercise any rights in the Licensed Technology in the Licensed Field except pursuant to an Applicable Project Assignment. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Infonox from granting any other licenses to the Licensed Technology with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as the Licensed Technology may not be used under any such license to enable ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs.

(c) GCA shall have the right to sublicense its rights under this Section 2 to any Affiliate, to any customer of GCA, or to any customer of any Affiliate of GCA, solely in connection with the Licensed Field.

(d) In the event that GCA fails to pay the fees set forth in the Applicable Project Assignment when due giving rise under the Applicable Project Assignment to a right on the part of Infonox to terminate the Applicable Project Assignment, then, in addition to all other rights that it may have against GCA, Infonox shall have the right to terminate all licenses granted hereunder.

(e) GCA grants to Infonox a royalty-free, non-exclusive, non-transferable sublicense to practice the methods and processes covered by the USA Patent in

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connection with its provision of services under any Applicable Project Assignment. Infonox’s rights shall not be sublicenseable. Infonox acknowledges that it has received a copy of the Patent License, agrees to be bound by all of the terms of the Patent License, and shall be subject to any claims of USA Payments thereunder. The sublicense set forth in this Section 2(e) shall terminate concurrently with the license granted to GCA in Section 2(b) above or earlier upon expiration, revocation, or invalidation of the USA Patent or expiration or termination of the Patent License between GCA and USA Payments.

3. No Other Obligations. Except as provided in the Professional Services Agreement, Infonox shall not be obligated to (1) install, operate, host, maintain, support, monitor, troubleshoot or modify any hardware or software licensed hereunder, (2) provide network connectivity or other access to Infonox’s resources hereunder, (3) provide any training or consulting services hereunder, or (4) provide any updates, enhancements or upgrades to any hardware or software licensed hereunder.

4. License Restrictions. Except as expressly provided in this Agreement, the rights granted to GCA hereunder are subject to the following restrictions: (i) GCA may use the Licensed Technology solely in the Licensed Field; (ii) GCA may not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any of the Licensed Technology; (iii) except as expressly provided in Section 2(c), GCA may not sublicense or use the Licensed Technology in a commercial time-sharing, rental, or service bureau environment; (iv) other than through further development of GCA Work Product, GCA may not, without Infonox’s prior consent, make any derivative works based upon the Licensed Technology or include any portion of the Licensed Technology in a collective work or integrate any portion of the Licensed Technology into or bundle any portion of the Licensed Technology with any other product; (v) GCA may not remove or alter any copyright, trademark or restricted rights notices from the Licensed Technology; (vi) the Server-Side Base may only be executed on servers that are under the direct ownership or control of Infonox; and (vii) the Client-Base may only be executed on devices or platforms that communicate with the Server-Side Base.

5. Reservation of Rights.

(a) Infonox reserves all rights not expressly granted to GCA in this Agreement. Without limiting the generality of the foregoing, GCA acknowledges and agrees that (i) except as specifically set forth herein, Infonox retains all right, title and interest (including all intellectual property rights, including without limitation all copyright, patent, trademark and trade secret rights) in and to the Licensed Technology, including but not limited to the APP, the Client Base, the Server-Side Base and all of the processes, methods, know-how, project tools, or software used by Infonox to create, install, host, operate and support any of the foregoing, and GCA acknowledges and agrees that it does not acquire any ownership rights, express or implied, therein; (ii) no configuration or deployment of the Licensed Technology shall affect or diminish Infonox’s right, title and interest (including all intellectual property rights, including without limitation all copyright, patent, trademark and trade secret rights) in and to the Licensed Technology; and (iii) if GCA suggests any new features, functionality, performance or use for the Licensed Technology, such new features, functionality, performance or use shall be the sole and

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exclusive property of Infonox, except to the extent that any such new feature, functionality, performance or use constitutes GCA Work Product.

(b) GCA reserves all rights not expressly granted to Infonox in this Agreement. Without limiting the generality of the foregoing, Infonox acknowledges and agrees that except as specifically set forth herein, GCA retains all right, title and interest (including all intellectual property rights, including without limitation all copyright, patent, trademark and trade secret rights) in and to the GCA Work Product, the GCA Patent and, as between GCA and Infonox, the USA Patent, and Infonox acknowledges and agrees that it does not acquire any ownership rights, express or implied, therein.

5. Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part, by GCA, and any such attempted assignment shall be void and of no effect without the advance written consent of Infonox; provided, however, that such consent shall be deemed to have been given by Infonox to GCA in the event that if GCA assigns this Agreement in connection with a sale of all or substantially all of GCA’s assets or equity interests or to an entity with which GCA merges, including without limitation any corporate form into which GCA converts or with whom GCA merges (unless the purchaser or surviving or resulting entity is a direct competitor of Infonox), or in the event of the grant of a security interest, lien, or other mortgage in this Agreement and the rights granted hereunder or the realization, enforcement or foreclosure thereunder whether by GCA or any secured creditor. For the avoidance of doubt, and without limiting the foregoing, it is expressly agreed that nothing in this Agreement shall prohibit GCA (including, without limitation, GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate) from assuming, or from assuming and assigning, this Agreement pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”) in a case under the Bankruptcy Code in which GCA is a debtor (or under any similar law in any similar proceeding then available to GCA, or a secured creditor of GCA, under applicable state or federal law, including, without limitation, bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar state or federal laws relating to the enforcement of creditors’ rights generally, or under general principles of equity) and Infonox shall be deemed to have consented to any such assumption, or assumption and assignment, of this Agreement. In particular, and without limiting the foregoing, Infonox hereby consents to the assumption, and to the assumption and assignment, of this Agreement by GCA, including without limitation GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate, for all purposes under section 365 of the Bankruptcy Code including without limitation section 365(c)(1)(B) of the Bankruptcy Code (in the event that section 365(c)(1)(A) of the Bankruptcy Code is applicable). In the event that GCA becomes a debtor in a case under the Bankruptcy Code, on request of GCA as a debtor in possession or a trustee appointed or elected in such case, Infonox agrees to promptly reaffirm in writing its consent to the assumption, or the assumption and assignment, of this Agreement for all purposes under section 365 of the Bankruptcy Code.

6. Independent Development. GCA understands and agree that Infonox may develop and market new or different software products or services which incorporate part or all of the Client Base or Server-Side Base or which may perform all or part of the functions performed by the GCA Work Product, so long as such new or different software products or

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services do not incorporate any portion of and are not based upon any GCA Work Product. Nothing in this Agreement gives GCA any rights with respect to such new and different products or services.

7. Source Code Escrow.

(a) As soon as is reasonably practicable after the Effective Time, Infonox will deposit a copy of the Infonox Source Code, inclusive of all programmer’s comments embedded within such Infonox Source Code and any programmer’s documentation developed by Infonox in the development and maintenance of the Infonox Source Code, with DSI Technology Escrow Services, Inc. (the “Escrow Agent”) to hold in escrow subject to the provisions of this Section 8 and a separate escrow agreement. Infonox shall not be under any obligation to embed any programmer’s comments within the Infonox Source Code or generate any documentation in excess of those programmer’s comments and that documentation which exists at the time of deposit or that Infonox embeds or generates from time to time incident to its development in the ordinary course of business. The parties will promptly enter into an escrow agreement consistent with the terms of this Agreement. GCA shall be responsible for all initial and recurring fees associated with the escrow agreement. GCA shall only be entitled to receive a copy of the escrowed Infonox Source Code if any of the conditions of Section 8(c) are met. Any release of escrowed Infonox Source Code shall include the release of related documentation deposited into escrow. The escrow agreement shall provide for independent verification of deposits and release to GCA upon the occurrence of any of the conditions of 8(c) below.

(b) Infonox will update the Infonox Source Code and the associated documentation no less often than on an annual basis with supplemental or replacement materials, and will notify GCA and the Escrow Agent of such update and furnish the Escrow Agent with such updated materials.

(c) The Infonox Source Code may be released by the Escrow Agent to GCA only upon the occurrence of any of the following events at a time at which Infonox is obligated to host or operate an instantiation of the Active Payment Platform pursuant to an Applicable Project Assignment: (i) Infonox ceases doing business (provided, however, that the acquisition of Infonox by way of any sale of stock or assets or transaction in which the holders of a majority of Infonox’s stock prior to such transaction fail to hold a majority of the stock of the resulting or surviving entity shall not be deemed to constitute its cessation of doing business unless the acquiror or resulting or surviving entity discontinues Infonox’s obligations or fails to assume in writing Infonox’s obligations hereunder); (ii) Infonox becomes the subject of any bankruptcy or receivership proceedings that are not stayed or dismissed within ninety (90) days of their commencement, or makes a general assignment for the benefit of its creditors; (iii) Infonox permanently discontinues (or temporarily for a period of at least thirty (30) days) providing the services contemplated by an Applicable Project Assignment other than as a result of the completion or expiration or Infonox’s termination of, or GCA’s and Infonox’s mutually-agreed upon termination of, such Applicable Project Assignment or this Agreement; or (iv) upon a material breach by Infonox of any provision of an Applicable Project Assignment or this Agreement which is not cured within thirty (30) days after written notice of such breach is provided by GCA to Infonox, but only if GCA is not in material breach of any provision of this Agreement.

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(d) The Infonox Source Code, while released, shall be used solely for GCA’s internal maintenance purposes regarding the Licensed Technology and will be subject to the same use restrictions under this Agreement as apply to the object code for the Licensed Technology, including but not limited to the limitation on use to the Licensed Field; provided, however, that GCA may also modify the Licensed Technology in order to correct errors in the operation of the Licensed Technology but may not otherwise create derivative works based upon or enhancements to the Licensed Technology; provided however, GCA may create derivative works based upon or make enhancements to the Licensed Technology for use solely in the Licensed Field if the Infonox Source Code has been released pursuant to Section 8(c)(i), (ii) or (iii).

(e) If the Infonox Source Code has been released pursuant to Section 8(c)(i)-(iii), GCA shall exclusively own all title and proprietary rights in any modifications made by GCA to the Infonox Source Code and Infonox hereby assigns its rights, if any, in such modifications to GCA; notwithstanding any modifications made by GCA to the Infonox Source Code, Infonox shall retain all title and proprietary rights in the Infonox Source Code released from escrow.

(f) If the Infonox Source Code has been released pursuant to Section 8(c)(iv), if GCA chooses to make any modifications to the Infonox Source Code or to make any enhancements pursuant to this Section or Section 9(b), Infonox shall exclusively own all title and proprietary rights in any modifications made by GCA to the Infonox Source Code and GCA hereby assigns all of its rights in such modifications to Infonox. However, GCA shall have a license to use such modifications pursuant to the license grant set forth in Section 2(b) and Section 9(b) during the term of this Agreement. Any release of Infonox Source Code pursuant to Section 8(c)(iv) will continue only for so long as the condition described in Section 8(c)(iv) above that triggered such release continues to prevail and, at such time as such condition ceases to prevail, GCA shall promptly return all Infonox Source Code (together with any modifications made by GCA) and documentation to the Escrow Agent, GCA shall certify as to the destruction of all copies of Infonox Source Code and documentation in its possession, the license granted in Section 9(b) shall terminate, and this Agreement shall continue in full force and effect.

(g) GCA shall reimburse Infonox at its then prevailing hourly consulting rate for reasonable time spent by Infonox personnel in preparing materials for deposit into escrow, delivering source code to GCA or otherwise complying with this Section 8.

(h) GCA shall be entitled to receive a copy of the GCA Source Code from Infonox at any time upon GCA’s request.

8. Term and Termination; Escrow Licenses; Continuity Cooperation.

(a) Except as otherwise expressly provided in this Agreement, all licenses granted herein shall commence on the date hereof and shall continue until the time that Infonox ceases to host or operate an instantiation of the Active Payment Platform for GCA pursuant to an Applicable Project Assignment. Notwithstanding the foregoing, each party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) calendar days

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following receipt of written notice specifying such breach. Termination of this Agreement shall not limit any party from pursuing the remedies available to it, including injunctive relief. The parties’ rights and obligations under Sections 1, 2(a), 5, and 8 through 23 shall survive termination of this Agreement. Upon termination of this Agreement, except as provided in Sections 8, 9(b) and (c), GCA shall cease using all copies of the Licensed Technology, including but not limited to all copies of the Client Base, and certify to Infonox within ten (10) business days after termination that GCA has destroyed or returned to Infonox all such copies, whether or not modified or incorporated into other products or materials.

(b) In the event that the Infonox Source Code is released from escrow pursuant to Section 8(c) and until such time as the Infonox Source Code is returned pursuant to Section 8(f), if applicable, or otherwise perpetually, Infonox grants GCA a royalty-free, fully paid, worldwide, and non-transferable (subject to Section 6 above) right and license to use, create derivative works based upon, create enhancements of, display, and reproduce the Client Base, Server-Side Base, and the ActiveVerifier solely in the Licensed Field and to sublicense these rights to an alternative third party provider of software services or pursuant to Section 2(c).

(c) In the event that Infonox terminates the licenses granted hereunder pursuant to Section 2(d) or terminates this Agreement pursuant to Section 9(a), then upon GCA’s written notice and GCA’s advance payment of 110% of the monthly fees (pro rated for any partial months; in the event that fees are calculated on an other than fixed basis, the monthly fees shall be deemed to be the trailing three (3)-month average of fees prior to the date of termination) payable under any Project Assignment in effect upon the effective date of termination, Infonox shall grant GCA a continuing license to use the Licensed Technology, in object code only, solely as part of the instantiation of the Action Payment Platform developed, hosted and operated by Infonox for GCA in the Licensed Field for the duration of any post-termination or transition period specified in the Project Assignment, while GCA exerts its commercially reasonable best efforts to procure alternative processing arrangements.

(d) Upon termination of this Agreement, Infonox agrees to use commercially reasonable efforts to cooperate with GCA’s migration to any alternative processing arrangements, including but not limited to the transfer to GCA or its designee of all transaction data stored on Infonox’s servers and all GCA Source Code (inclusive of all programmer’s comments embedded within such GCA Source Code and any programmer’s documentation developed by Infonox in the development and maintenance of the GCA Source Code) with a view to facilitating an orderly transition. Infonox shall not be under any obligation to embed any programmer’s comments within the GCA Source Code or generate any documentation in excess of those programmer’s comments and that documentation that Infonox embeds or generates from time to time incident to its development in the ordinary course of business. GCA shall reimburse Infonox at its then prevailing hourly consulting rate for reasonable time spent by Infonox personnel in the performance of the services described in this Section 9(d).

(e) Upon termination of this Agreement, the sublicense granted by GCA to Infonox under Section 2(e) shall terminate.

9. Disclaimer of Warranties. EACH PARTY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF

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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR WARRANTIES CONCERNING THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Without limiting the generality of the foregoing, Infonox makes no warranty that (i) the Server-Side Customizations or Client-Side Customizations will meet GCA’s requirements, (ii) the Client Base or Server-Side Customizations or Client-Side Customizations will operate in combination with other hardware, software, systems or data not provided by Infonox, or (iii) all errors in the Client, Client-Side Customizations or Server-Side Customizations will be corrected.

10. Limited Infonox Indemnity. If a third party asserts a claim against GCA that the Infonox Technology infringes any U.S. patent issued as of the date hereof or infringes any copyright or trademark right or misappropriates any trade secret (an “IP Claim”), Infonox will defend GCA against the IP Claim and pay all costs, damages and expenses (including reasonable attorneys fees) finally awarded against GCA by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Infonox arising out of such IP Claim, provided that (i) GCA promptly notifies Infonox in writing after GCA’s receipt of notification of an actual or potential claim; (ii) Infonox may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) GCA provides Infonox, at Infonox’s request and expense, with commercially reasonable assistance, information and authority necessary to perform Infonox’s obligations under this section. Notwithstanding the foregoing, Infonox shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of the Client Base if the infringement would have been avoided by the use of a current unaltered version of the Client Base which has been provided to GCA, (b) the modification of the Client Base by anyone other than Infonox, (c) the use of the Client Base other than in accordance with the documentation provided by Infonox and this Agreement, (d) the Client Side Customizations, Server Side Customizations or the use of the Client Base in combination or conjunction with the Client Side Customizations or Server Side Customizations, or (e) the use of the Client Base in combination with any hardware or software not provided by Infonox and not specifically referenced in the documentation provided by Infonox as hardware or software that the Client Base is to be used in combination with. Failure to give the notice described in subsection (i) above shall not release Infonox from its indemnification obligation unless Infonox is materially prejudiced by the failure to give notice.

If, due to an IP Claim or the threat of an IP Claim, (i) any of the Infonox Technology is held by a court of competent jurisdiction, or in Infonox’s reasonable judgment may be held by such court, to be infringing, or (ii) GCA receives a valid court order enjoining GCA from using any of the Infonox Technology, or in Infonox’s reasonable judgment GCA may receive such an order, then Infonox’s sole and exclusive obligation and liability, and GCA’s sole and exclusive remedy, under this limited indemnity shall be, in Infonox’s discretion and at Infonox’s expense, (a) to replace or modify the infringing product so as to render it non-infringing, (b) to obtain for GCA a license to continue using the infringing product, or (c) if Infonox cannot effect either of the remedies in the preceding clauses (a) or (b) after using commercially reasonable efforts, to terminate without liability the Applicable Project Assignment.

11. Limited GCA Indemnity. If a third party asserts a claim against Infonox that the Client-Side Customizations, Server-Side Customizations or the use of the Client Base in combination or conjunction with the Client-Side Customizations or Server-Side Customizations

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directly infringes any U.S. patent issued as of the date hereof or infringes any copyright or trademark right or misappropriates any trade secret (a “Customization IP Claim”), GCA will defend Infonox against the Customization IP Claim and pay all costs, damages and expenses (including reasonable attorneys fees) finally awarded against Infonox by a court of competent jurisdiction or agreed to in a written settlement agreement signed by GCA arising out of such Customization IP Claim, provided that (i) Infonox promptly notifies GCA in writing after Infonox’s receipt of notification of an actual or potential claim; (ii) GCA may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Infonox provides GCA, at GCA’s request and expense, with the assistance, information and authority necessary to perform GCA’s obligations under this section. Failure to give the notice described in subsection (i) above shall not release GCA from its indemnification obligation unless GCA is materially prejudiced by the failure to give notice. Nothing in this Section 12 shall limit Infonox’s obligation of indemnification under the Professional Services Agreement and, in the event of a conflict between this Section 12 and Section 7 of the Professional Services Agreement, the terms of Section 7 of the Professional Services Agreement shall apply.

12. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS CUSTOMERS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The aggregate and cumulative liability of each party and its respective customers and suppliers for direct and proven damages hereunder with respect to any Applicable Project Assignment to the other party shall in no event exceed the total of all payments made to Infonox pursuant to such Applicable Project Assignment provided that nothing herein shall limit either party’s indemnification obligations under Section 11 and 12.

13. Confidentiality. As a result of the relationship between the parties established hereunder, each party hereto may gain access to information that is confidential to the other party (“Confidential Information”). Infonox’s Confidential Information shall include but not be limited to, the APP, the Client Base, the Server-Side Base (including without limitation the source code, object code and design of the APP, the Client Base, the Server-Side Base and methods of developing, maintaining and supporting the operation and use of the APP), the documentation relating to the APP, formulas, methods, know-how, processes, designs, protocols and all information identified at the time of disclosure as confidential. GCA’s Confidential Information shall include but not be limited to its proprietary financial services, software programs, formulas, methods, know-how, processes, designs, the GCA Work Product, and all information identified at the time of disclosure as confidential. Confidential Information also includes all information received from third parties that any party is obligated to treat as confidential and oral information that is identified by any party as confidential.

A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of any other party, (ii) was in any other party’s lawful possession prior to the disclosure and had not been obtained by such other party either directly or indirectly from the disclosing party, (iii) is lawfully disclosed to any other party by a third party without restriction on disclosure, or (iv) is independently developed by any

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other party without use of or reference to the disclosing party’s Confidential Information. In addition, this Section shall not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or a valid order of a court or other governmental authority, provided, however, that the responding party shall first have given notice to the disclosing party and shall have made a reasonable effort to obtain a protective order requiring that all Confidential Information so disclosed be used only for the purposes for which the order was issued.

The parties agree, unless required by law, not to make the other party’s Confidential Information available in any form to any third party or to use the other party’s Confidential Information for any purpose other than in the performance of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed by its employees or agents in breach of this Agreement. The parties agree to hold each others’ Confidential Information in confidence and subject this Section during the term of this Agreement. Nothing herein shall preclude each party from disclosing this Agreement and the terms hereof to the party’s accountants, attorneys, or similar representatives who are bound by an obligation of confidentiality, or to the representatives of any prospective purchaser who are bound by an obligation of confidentiality. Each party agrees that due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement, without the necessity of proving actual damages or posting any bond.

14. Relationship Between Parties. The relationship between the parties established hereunder is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

15. Governing Law. This Agreement shall be governed by the internal laws of the State of California without regard to any conflict or choice of law provisions thereof which would result in the application of the laws of any other jurisdiction to the rights and obligations of the parties hereunder. All disputes and controversies arising out of or in connection with this Agreement shall be resolved by the state and federal courts located within Santa Clara County in the State of California, and both parties hereby agree to submit to the exclusive jurisdiction of, and agree that venue shall exclusively lie in, such courts.

16. Notices. All notices hereunder shall be in writing and shall be effective upon receipt if delivered in person, by courier or by confirmed facsimile, or three (3) business days after deposit in the U.S. Mail as certified or registered mail, postage prepaid, return receipt requested, in each case to the addresses set forth below and to the attention of the signatory to this Agreement or to such other address or individual as the parties may specify from time to time by written notice to the other party.

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if to Infonox:

Infonox on the Web

2350 Mission College Blvd, Suite 250

Santa Clara, CA 95054

Facsimile: (408) 855-9155

if to GCA:

Global Cash Access, L.L.C.

Attn: Chief Executive Officer

3525 Post Road, Suite 120

Las Vegas, NV 89120

Facsimile: (702) 262-5039

17. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

18. Further Assurances. Subject to the specific terms of this Agreement, each party shall make, execute, acknowledge and deliver such other instruments and documents and take such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

19. Severability. If any provision of this Agreement or the application of any such provision shall by held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

20. Amendment. This Agreement may only be modified by a writing signed by both parties. No other act, document, usage, or custom shall be deemed to amend this Agreement.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

22. Entire Agreement. This Agreement and any agreements referred to herein shall constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements of understandings with respect thereto.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

INFONOX ON THE WEB
By:	/s/    SAFWAN SHAH
	Safwan Shah, President

GLOBAL CASH ACCESS, L.L.C.
By:	/s/    KIRK SANFORD
	Kirk Sanford, Chief Executive Officer

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EX-10.11

Exhibit 10.11

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”), dated as of the Effective Time (as defined below), is by and between Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”) and Infonox on the Web, a California corporation (“Infonox”).

WHEREAS, GCA and Infonox are parties to that certain Consulting Agreement dated as of May 31, 2000 (the “Prior Agreement”);

WHEREAS, the parties hereto acknowledge and understand that the erroneous references to “Infonox, Inc.” in the Prior Agreement should be references to “Infonox on the Web”;

WHEREAS, GCA and Infonox desire to amend and restate the Prior Agreement in its entirety.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, GCA and Infonox hereby agree to amend and restate the Prior Agreement in its entirety with the following:

1. ENGAGEMENT OF INFONOX. GCA may from time to time issue project assignments in the form attached to this Agreement as Exhibit A (the “Project Assignments”). Infonox shall, in good faith and using reasonable discretion, consider each such Project Assignment for acceptance hereunder. In the event that Infonox declines to accept any such Project Assignment, Infonox shall discuss its reasons therefor with GCA and, if requested by GCA, Infonox shall discuss in good faith the modifications required to any such Project Assignment in order for Infonox to accept the same. Subject to the terms of this Agreement, Infonox will, to the best of its ability, render the services set forth in Project Assignments accepted by Infonox (the “Projects”) by the completion dates set forth therein. Except as otherwise provided in a Project Assignment or other written agreement between GCA and Infonox, Infonox shall complete the Projects using its own equipment, tools and other materials at its own expense. GCA will make its facilities and equipment available to Infonox at reasonable times and upon reasonable advance notice when necessary. Infonox shall perform the services necessary to complete the Projects in a timely and professional manner consistent with industry standards, and, except as otherwise provided in a Project Assignment or other written agreement between GCA and Infonox, at a location, place and time which Infonox deems appropriate. Infonox may not subcontract or otherwise delegate its obligations under this Agreement without GCA’s prior written consent.

2. ACCEPTANCE PROCEDURES. As soon as practicable, but in no event later than thirty (30) days following delivery of any work product to GCA, GCA shall perform such performance and reliability demonstrations and tests (“Acceptance Tests”) as GCA determines to be necessary in order to determine whether any Error (as defined below) exists with respect to such work product. “Error” means (i) any failure of the work product to materially conform to the applicable technical or functional specifications set forth in the Project Assignment covering such work product (the “Specifications”), or (ii) any material failure of such work product to properly interface with the hardware or software systems specifically referenced in the Specifications. GCA shall deliver to Infonox either (a) a written statement of acceptance of the work product, or (b) a written notice of rejection of such work product if such work product does not successfully complete the Acceptance Tests, such notice of rejection to specify the exact nature of the Error and the exact Acceptance Test that the work product fails to successfully complete. In the event that GCA fails to deliver a written notice of rejection within such thirty (30) day period, GCA shall be deemed to have delivered a written statement of acceptance of the work product. In the event of rejection by GCA of any work product, Infonox shall, as soon as reasonably practicable, take such action as may be required to correct the Error identified by GCA and shall redeliver such work product to GCA for further Acceptance Tests. Redelivery of work product and further Acceptance Tests shall continue until such time as GCA has delivered to Infonox a written statement of acceptance. GCA agrees that, in the event that GCA rejects work product, to the extent the rejection was for reasons other than an Error, GCA shall pay Infonox on a time (at an hourly rate equal to Infonox’s then prevailing hourly consulting rate) and materials basis for any costs incurred by Infonox in connection with its evaluation or modification of such work product.

3. COMPENSATION. GCA will pay Infonox the fees for services rendered under this Agreement as set forth in the Project Assignments undertaken by Infonox. Except as otherwise provided in a Project Assignment or other written agreement between GCA and Infonox, Infonox shall be responsible for all expenses incurred in performing services under

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this Agreement. Upon termination of this Agreement for any reason, Infonox will be paid fees on the basis as stated in the Project Assignment(s) for work which is then in progress, to and including the effective date of such termination. Unless other terms are set forth in the Project Assignment(s) for work which is in progress, GCA will pay Infonox for services within thirty (30) days of the date of Infonox’s invoice.

4. INDEPENDENT CONTRACTOR RELATIONSHIP. Infonox’s relationship with GCA will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Infonox is not the agent of GCA and is not authorized to make any representation, contract, or commitment on behalf of GCA. None of Infonox’s employees or agents will be entitled to any of the benefits which GCA may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Infonox will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to its performance of services and receipt of fees under this Agreement. GCA will regularly report amounts paid to Infonox by filing Form 1099-MISC with the Internal Revenue Service as required by law. Because Infonox is an independent contractor, GCA will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation insurance on Infonox’s behalf.

5. TRADE SECRETS - INTELLECTUAL PROPERTY RIGHTS.

5.1. PROPRIETARY INFORMATION. Infonox agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold GCA’s Proprietary Information in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Proprietary Information to any third party without first obtaining GCA’s express written consent on a case-by-case basis. Infonox shall take commercially reasonable measures to ensure that its personnel and agents comply with the foregoing, and Infonox shall be responsible for any breach of the foregoing by any of its personnel or agents. By way of illustration but not limitation “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, plans, methods, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter collectively referred to as “Inventions”); (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation of other employees of GCA; and (d) information gathered in the course of the processing or reporting of transactions consummated by GCA’s customers or consumers who access GCA’s services. Notwithstanding the other provisions of this Agreement, nothing received by Infonox will be considered to be Proprietary Information if it can be verified that (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by Infonox from a third party without confidential limitations; (3) it has been independently developed for Infonox by personnel or agents having no access to the Proprietary Information; or (4) it was known to Infonox prior to its first receipt from GCA.

5.2. Third Party Information. Infonox understands that GCA has received and will in the future receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on GCA’s part to maintain the confidentiality of such information and use it only for certain limited purposes. Infonox agrees to hold Third Party Information in confidence and not to disclose to anyone (other than Infonox personnel who need to know such information in connection with their work for GCA and are bound by an obligation of confidentiality) or to use, except in connection with Infonox’s work for GCA, Third Party Information unless expressly authorized in writing by an officer of GCA.

5.3. No Conflict of Interest. Infonox agrees during the term of a Project not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with Infonox’s obligations under this Agreement or the scope of services rendered for GCA. Infonox shall not accept work or enter into a contract or accept an obligation with any third party, other than an affiliate of GCA, with respect to machines or devices used in the gaming industry, including without limitation any machines or devices that provide cash access services to patrons of gaming establishments, without GCA’s prior written consent. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Infonox from accepting work or entering into a contract or accepting an obligation with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at

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establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as the work performed or services provided by Infonox under any such contract or obligation do no facilitate ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs. Infonox warrants that there is no other existing contract or duty on Infonox’s part inconsistent with this Agreement. Infonox further agrees not to disclose to GCA, or bring onto GCA’s premises, or induce GCA to use any confidential information that belongs to anyone other than GCA or Infonox.

5.4. Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any Invention, whether or not patentable, and all related know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software, or other copyrightable or patentable works. Infonox agrees to disclose promptly in writing to GCA, or any person designated by GCA, all Work Product which is solely or jointly conceived, made or reduced to practice by Infonox in the course of any work performed for GCA, whether before or after the Effective Time (“GCA Work Product”). Without limiting the generality of the foregoing, the server description language configuration files (i) used to configure and customize the generic workflow/application server of the Active Payment Platform (as described below) to implement GCA’s business logic, transaction flows and screens, and (ii) that are developed as part of the instance of the Active Payment Platform developed by Infonox that permits users of specified devices to use GCA’s cash access services, shall be GCA Work Product.

5.5. Ownership. (a) GCA understands and agrees that Infonox has developed a substantial portfolio of Inventions (the “Infonox Technology”) independent of its relationship with GCA, and that Infonox shall continue to develop Inventions both independent of and ancillary to its relationship with GCA hereunder. Without limiting the generality of the foregoing, GCA acknowledges that (i) Infonox has developed an integrated suite of processes, hardware products and computer software programs known as the “Active Payment Platform” which constitute a generic, reusable platform upon which customized transaction processing networks can be built, (ii) the Active Payment Platform allows Infonox to aggregate diverse financial services from diverse service providers, to deploy such financial services across diverse hardware devices and platforms, and to process and support transactions using such financial services, and (iii) the Active Payment Platform is deployed in “instances” in which generic or core components are customized and configured to implement the specific design elements of a customized instantiation. GCA agrees that the Infonox Technology, including but not limited to the Active Payment Platform, shall be the sole and exclusive property of Infonox, and except as otherwise provided in a separate license or other written agreement between GCA and Infonox, GCA shall have no right or interest in any Infonox Technology.

(b) Infonox agrees that any and all GCA Work Product shall be the sole and exclusive property of GCA.

5.6. Assignment of GCA Work Product. Infonox agrees that any and all original works of authorship contained in the GCA Work Product which are protectable by copyright and eligible to be “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101), are works made for hire and shall be the sole and exclusive property of GCA upon creation. With respect to any and all other intellectual property rights contained in the GCA Work Product which are not works made for hire under Section 101 of the Copyright Act and owned upon creation by GCA, and except for Infonox’s rights in the Infonox Technology, Infonox irrevocably assigns to GCA all right, title and interest worldwide in and to GCA Work Product and all applicable intellectual property rights related to GCA Work Product, including without limitation, copyrights, trademarks (including all goodwill associated therewith), trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”), all applications, registrations, and renewals thereof, and all rights to sue and recover for infringement thereof. Except as set forth below, Infonox retains no rights to use GCA Work Product and agrees not to challenge the validity of GCA’s ownership in GCA Work Product.

5.7. Waiver of Enforcement of Other Rights; License. If Infonox has any rights to GCA Work Product that cannot be assigned to GCA, Infonox unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against GCA with respect to such rights, and agrees, at GCA’s request and expense, to consent to and join in any action to enforce such rights. If Infonox has any right to GCA Work Product that cannot be assigned to GCA or waived by Infonox, Infonox unconditionally and irrevocably grants to GCA during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, transferable, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to use, reproduce, create derivative works of, distribute, publicly perform

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and publicly display such rights by all means now known or later developed. Infonox hereby waives and quitclaims to GCA any and all claims, of any nature whatsoever, which Infonox now or may hereafter have for past or future infringement (including the right to sue and recover for infringement) of any Proprietary Rights assigned hereunder to GCA.

5.8. Assistance. Infonox agrees to cooperate with GCA or its designee(s), both during and after the term of this Agreement, in applying for, obtaining, perfecting, evidencing, sustaining and enforcing GCA’s Proprietary Rights in GCA Work Product and the assignment thereof to GCA or GCA’s designee. Such assistance will include, but is not limited to, execution of a transfer of copyright to GCA or GCA’s designee for all GCA Work Product subject to copyright protection, including, without limitation, computer programs, notes, sketches, drawings and reports. In the event that GCA is unable for any reason to secure Infonox’s signature to any document required to apply for or execute any patent, copyright or other applications with respect to any GCA Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Infonox hereby irrevocably designates and appoints GCA and its duly authorized officers and agents as its agents and attorneys in fact to act for and in its behalf and instead of Infonox, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, mask works or other rights thereon with the same legal force and effect as if executed by Infonox.

6. INFONOX REPRESENTATIONS AND WARRANTIES. Infonox hereby represents and warrants that, except to the extent of the rights of third parties to components incorporated in or used by Infonox to develop GCA Work Product with GCA’s prior written consent, (a) GCA Work Product will be an original work of Infonox and GCA and any third parties will have executed assignments or licenses of rights reasonably acceptable to GCA; (b) except to the extent based upon technical or functional specifications provided by GCA, neither GCA Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither GCA Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Infonox will not grant, directly or indirectly, any rights or interest to third parties whatsoever in GCA Work Product; (e) Infonox has not and will not use in the performance of services hereunder any Work Product or Proprietary Information of Infonox or any third party without GCA’s prior consent; (f) Infonox has full right and power to enter into and perform this Agreement without the consent of any third party; (g) Infonox will take all necessary precautions to prevent injury to any persons (including employees of GCA) or damage to property (including GCA’s property) during the term of this Agreement; and (h) should GCA permit Infonox to use any of GCA’s equipment, tools, or facilities during the term of this Agreement, such permission shall be gratuitous and Infonox shall be responsible for any injury to any person (including death) or damage to property (including GCA’s property) arising out of use of such equipment, tools or facilities, whether or not such claim is based upon its condition or on the alleged negligence of GCA in permitting its use; and (i) no software developed hereunder will include any harmful code, including without limitation, viruses, trojan horses, time bombs, or other code the purpose of which is to interfere with the functionality of the software so developed.

7. INDEMNIFICATION. Infonox will indemnify and hold harmless GCA, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Infonox (a “Claim”) set forth in Section 6 of this Agreement, provided that GCA gives Infonox written notice of any such Claim and Infonox has the right to participate in the defense of any such Claim at its expense provided that failure by GCA to give notice described above shall not release Infonox from its indemnification obligations unless Infonox is materially prejudiced by the failure to give notice. From the date of written notice from GCA to Infonox of any such Claim, GCA shall have the right to withhold from any payments due Infonox under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Infonox’s obligations under this Section 7.

8. TERMINATION.

8.1. Termination by GCA. GCA may terminate this Agreement at its convenience and without any breach by Infonox upon fifteen (15) days’ prior written notice to Infonox. GCA may also terminate this Agreement immediately in its sole discretion upon Infonox’s material breach of any provision of this Agreement.

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8.2. Termination by Infonox. Infonox may terminate this Agreement at any time that there is no uncompleted Project Assignment in effect upon fifteen (15) days’ prior written notice to GCA.

8.3. Noninterference with Business. During and for a period of two (2) years immediately following termination of this Agreement by either party, Infonox agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with GCA.

8.4. Return of GCA Property. Upon termination of the Agreement or earlier as requested by GCA, Infonox will deliver to GCA any and all drawings, notes, electronic files, programs, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any GCA Work Product, Third Party Information or Proprietary Information of GCA. Infonox further agrees that any property situated on GCA’s premises and owned by GCA, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by GCA personnel at any time with or without notice.

9. GENERAL PROVISIONS.

9.1. Effectiveness of Agreement. This Agreement shall become effective upon the Effective Time, but the parties acknowledge and agree that the parties have been operating under the terms of this Agreement since the effective date of the Prior Agreement. For purposes of this Agreement, “Effective Time” shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, GCA and GCA Holdings, L.L.C.

9.2. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California as applied to transactions taking place wholly within California between California residents. Infonox hereby expressly consents to the personal jurisdiction of the state and federal courts located in Santa Clara, California for any lawsuit filed there against Infonox by GCA arising from or related to this Agreement.

9.3. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.4. Assignment. This Agreement may not be assigned, whether by change of control, operation of law or otherwise, by Infonox without GCA’s prior written consent, and any such attempted assignment shall be void and of no effect. GCA may freely assign this agreement without Infonox’s consent. Furthermore, GCA may grant a security interest, lien, or other mortgage in this Agreement and the rights granted hereunder, and Infonox consents to the realization, enforcement or foreclosure thereunder whether by GCA or any secured creditor. For the avoidance of doubt, and without limiting the foregoing, it is expressly agreed that nothing in this Agreement shall prohibit GCA (including, without limitation, GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate) from assuming, or from assuming and assigning, this Agreement pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”) in a case under the Bankruptcy Code in which GCA is a debtor (or under any similar law in any similar proceeding then available to GCA, or a secured creditor of GCA, under applicable state or federal law, including, without limitation, bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar state or federal laws relating to the enforcement of creditors’ rights generally, or under general principles of equity) and Infonox shall be deemed to have consented to any such assumption, or assumption and assignment, of this Agreement. In particular, and without limiting the foregoing, Infonox hereby consents to the assumption, and to the assumption and assignment, of this Agreement by GCA, including without limitation GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate, for all purposes under section 365 of the Bankruptcy Code including without limitation section

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365(c)(1)(B) of the Bankruptcy Code (in the event that section 365(c)(1)(A) of the Bankruptcy Code is applicable). In the event that GCA becomes a debtor in a case under the Bankruptcy Code, on request of GCA as a debtor in possession or a trustee appointed or elected in such case, Infonox agrees to promptly reaffirm in writing its consent to the assumption, or the assumption and assignment, of this Agreement for all purposes under section 365 of the Bankruptcy Code.

9.5. Notices. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, confirmed facsimile, or delivered by hand to the party to whom such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by hand, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated receipt of the receiving party. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by written notice as provided by this section.

9.6. Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

9.7. Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to GCA for which there may be no adequate remedy at law, and GCA is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate.

9.8. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5, 7, 8.3, 8.4 and 9.

9.9. Export. Infonox agrees not to export, directly or indirectly, any U.S. source technical data acquired from GCA or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.

9.10. Waiver. No waiver by a party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by GCA of any right under this Agreement shall be construed as a waiver of any other right. Neither party shall be required to give notice to enforce strict adherence to all terms of this Agreement.

9.11. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The terms of this Agreement will govern all Project Assignments and services undertaken by Infonox for GCA.

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IN WITNESS WHEREOF, the parties have caused this Professional Services Agreement to be executed by their duly authorized representatives.

GCA:
By:	/s/    KIRK SANFORD
	Kirk Sanford, Chief Executive Officer

Address: 3525 East Post Road, Suite 120 Las Vegas, NV 89120 Attn: Chief Executive Officer

INFONOX:
By:	/s/    SAFWAN SHAH
	Safwan Shah, President

Address: 2350 Mission College Blvd, Suite 250 Santa Clara, CA 95054 Attn: President

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EXHIBIT A

FORM OF PROJECT ASSIGNMENT

Project Name:
Services:	Milestones:

Payment of Fees. Fee will be: (check one)

¨ a fixed price for completion of $                    

¨ based on a rate per hour of $                    

¨ other, as follows: ________________________________________________________________________________________

If this Project Assignment or the Professional Services Agreement which governs it is terminated for any reason, fees will be paid based on: (check one)

¨ contractor time spent

¨ the proportion of the deliverables furnished GCA, as determined by GCA

¨ other, as follows: ________________________________________________________________________________________

Expenses. GCA will reimburse Infonox for the following expenses:

NOTE:	This Project Assignment is governed by the terms of the Professional Services Agreement in effect between GCA and Infonox. Any item in this Project Assignment which is inconsistent with that Agreement is invalid.
Signed:
	for GCA	for Infonox
Dated:

PROJECT ASSIGNMENT

Project Name: Outsourced Operation of Processing Network

Services:	Milestones:
Implementation, hosting, operation, monitoring, maintenance and support of an instantiation of Infonox’s Active Payment Platform that consists of a web-based transaction processing and reporting system to support the provision of GCA’s cash access services to patrons of gaming establishments, including but not limited to the following GCA services:	10 years, commencing on the Effective Time

• QCP Web

• Casino Cash Plus 3-in-1 ATM

• QuikReports

• QuikMarketing

• Automated Cashier Machine (ACM)

• QuikPlay cashless slot machines

Performance. Infonox shall perform all services identified in this Project Assignment in a workmanlike manner. Without limiting the foregoing, Infonox will provide the services identified in this Project Assignment at a level at least consistent with its performance of services for GCA since the effective date of the Prior Agreement.

Service Level. Infonox hereby warrants to GCA that access to the instantiation of Infonox’s Active Payment Platform hosted and operated by Infonox pursuant to this Project Assignment shall be available to GCA and its customers no less than 99% of the time during any calendar month, excluding (i) scheduled maintenance, and (ii) any cause or causes beyond Infonox’s reasonable control, including but not limited to the misconfiguration of GCA’s or one of its customers’ network environment or browser, ISP connection or other equipment that is not under the control of Infonox, or Internet performance or connectivity issues outside the reasonable control of Infonox. Infonox shall use commercially reasonable efforts to provide GCA with at least seventy-two hours advance notice of any scheduled maintenance outages. In the event of each instance of a breach of this service level, GCA shall have the right to terminate this Project Assignment, exercisable only during the thirty (30) day period following such breach, upon written notice to Infonox. This termination right shall consist of GCA’s sole and exclusive remedy, and Infonox’s sole and exclusive obligation and liability, with respect to each instance of a breach of, or failure to comply with, this service level.

Payment of Fees. Fee will be invoiced at the following fixed monthly amounts:

March 2004:	$	120,000
April 2004:	$	110,000
May 2004 – December 2004:	$	100,000
January 2005 – March 2014:	$	100,000	(subject to adjustment)

The fixed monthly amount for the months January 2005 – March 2014 shall be adjusted to reflect (i) any increase in the cost of living (as determined by reference to a mutually acceptable Consumer Price Index), and (ii) any increase in the scope of services required or any increase in required service levels. The parties shall negotiate the timing and amount of any such adjustment in good faith no less frequently than annually and any changes shall be reflected in writing signed by both parties.

In the event that GCA fails to make timely payment of the fees due under this Project Assignment, Infonox shall provide GCA with written notice of such failure and all unpaid fees shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest interest rate permitted by applicable law.

If this Project Assignment or the Professional Services Agreement which governs it is terminated for any reason, fees will be paid based on the number of months of service provided (pro rated for partial months).

Expenses. GCA will reimburse Infonox for (i) all reasonable, actual out-of-pocket expenses incurred by Infonox directly in connection with providing services to GCA (including but not limited to hardware costs, third party software costs, subcontractor costs if previously approved in writing by GCA, telecommunication costs, colocation costs and travel expenses), subject to GCA’s receipt (if requested) of documentation verifying such expenses, plus (ii) any additional expenses incurred by Infonox upon the prior written agreement of GCA to reimburse such expenses.

Termination. This Project Assignment shall not be terminable by Infonox unless GCA fails to make monthly payments due and fails to cure such non-payment along with any applicable late fees within 60 days of receipt of written notice from Infonox. Commencing upon the effective date of termination of this Project Assignment, upon GCA’s written notice and GCA’s advance payment of 110% of the fixed monthly fees (pro rated for any partial months) payable under this Project Assignment in effect upon the effective date of termination, Infonox shall continue to provide services under this Project Assignment for a reasonable period of time after the effective termination of the Agreement, not to exceed ninety (90) days, while GCA exerts its commercially reasonable efforts to procure alternative processing arrangements. Except for GCA’s right to terminate this Project Assignment upon a breach of the service level set forth above, this Project Assignment shall not be terminable by GCA unless Infonox materially breaches the terms of the Professional Services Agreement or this Project Assignment and Infonox fails to cure such breach within thirty (30) days following receipt of written notice specifying such breach.

NOTE:	This Project Assignment is governed by the terms of a Professional Services Agreement in effect between GCA and Infonox. Any item in this Project Assignment which is inconsistent with that Agreement is invalid.
Signed:
	for GCA	for Infonox
Dated:

EX-10.12

Exhibit 10.12

PATENT LICENSE AGREEMENT

This Patent License Agreement (this “Agreement”) is made as of the Effective Time (as defined below) by and between USA Payments, a Nevada corporation having its principal place of business at 2350 Mission College Blvd, Suite 200, Santa Clara, California 95054 (“Licensor”), and Global Cash Access, L.L.C., a Delaware limited liability company having its principal place of business at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120 (“Licensee”).

WHEREAS, Licensor is the owner of the entire right, title and interest in and to the Licensed Patent;

WHEREAS, Licensor previously granted an oral license (the “Oral License”) under the Licensed Patent to Licensee on or about July 9, 1998, and Licensor and Licensee wish to memorialize such license, and the terms and conditions thereof, in writing; and

WHEREAS, Licensor and Licensee intend for this Agreement to reflect the terms and conditions of the previously granted oral license, but also intend for this Agreement to constitute the entire agreement between them with respect to the Licensed Patent and to supersede the previously granted oral license in its entirety.

NOW, THEREFORE, in consideration of the representations, covenants and other terms and conditions contained herein, the parties hereto agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

1.1 “Effective Time” shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, Licensee and GCA Holdings, L.L.C.

1.2 “Licensed Field” shall mean the gaming industry, including without limitation the business of providing cash access services to patrons of gaming establishments.

1.3 “Licensed Patent” shall mean United States Patent No. 6,081,792 entitled “ATM and POS Terminal and Method of Use Thereof,” which is attached hereto and incorporated herein by reference.

1.4 “Licensed Product” shall mean any product or service now or hereafter made, used, sold, provided, operated or offered by or on behalf of Licensee (including any finished product and any product used in the manufacture of another product) that falls within the scope of, or that utilizes any method or process which falls within the scope of, any of the claims of the Licensed Patent, or that incorporates, or is itself, the subject invention of the Licensed Patent. Without limitation of the generality of the foregoing, “Licensed Product” shall include all devices and services through which Licensee provides its cash access services to patrons of gaming establishments, including without limitation Licensee’s Casino Cash Plus 3-in-1 ATM and Licensee’s Automated Cashier Machine (ACM\\\).

1.5 “Subsidiary” shall mean, with respect to a party, any entity at least 50% of whose equity is owned directly or indirectly by such party.

2. LICENSE GRANT

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a fully-paid, royalty-free, non-transferable (except as set forth in Section 6.3), non-sublicensable (except as set forth in Section 2.2), worldwide license under the Licensed Patents to make, use, sell, offer to sell, provide, operate and offer Licensed Products solely in connection with the Licensed Field. This license shall be exclusive (even as to Licensor) to Licensee within the Licensed Field, such that Licensor shall not grant any other license under the Licensed Patent to any third party for use with machines or devices used, directly or indirectly, in the Licensed Field and shall not itself exercise any rights in the Licensed Patent in the Licensed Field. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Licensor from granting other licenses under the Licensed Patent with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel

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agencies or car rental agencies) conducted at establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as the Licensed Patent may not be used under any such license to enable ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs.

2.2 Right to Sublicense. Licensee shall not (and shall have no right to) sublicense any of its rights or licenses under this Agreement, except that Licensee may sublicense the rights set forth in Section 2.1 to (1) one or more of its Subsidiaries, provided that (a) Licensee shall be responsible for compliance by the Subsidiaries with the terms and conditions of this Agreement to the same extent as Licensee itself, (b) any act or omission of the Subsidiaries shall constitute an act or omission of Licensee, and (c) the Subsidiaries shall agree in writing that they are subject to the terms and conditions of this Agreement and that Licensor shall have a right of action against the Subsidiaries to the same extent as Licensee itself, or (2) any other person or entity upon the express prior written consent of Licensor. Licensor hereby expressly consents to Licensee’s sublicense of its rights hereunder to any third party, including but not limited to Infonox on the Web, for the purpose of such third party developing and implementing one or more computer software programs that constitute Licensed Products to be used solely in the Licensed Field.

3. EFFECTIVENESS OF AGREEMENT

3.1 Effective Time. This Agreement shall become effective upon the Effective Time. Prior to the Effective Time, this Agreement shall be of no force or effect.

3.2 Prior Oral License. Upon the effectiveness of this Agreement, this Agreement shall be deemed to constitute the entire agreement between Licensor and Licensee with respect to the Licensed Patent, this Agreement shall be deemed to supersede the terms of the Oral License in its entirety, and the Oral License shall be of no further force and effect.

4. REPRESENTATIONS AND WARRANTIES; COVENANTS

4.1 Mutual Representations and Warranties. Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement is binding on and enforceable against the parties and their Subsidiaries in accordance with its terms, and that compliance by each party with its obligations hereunder shall not conflict with or result in a breach of any agreement to which such party is a party or is otherwise bound. Licensor represents and warrants that, to its actual knowledge as of the date of its execution of this Agreement, the Licensed Patent is valid and no third parties are infringing the Licensed Patent.

4.2 Licensor’s Obligation to Maintain Patents. Licensor shall make all payments of all maintenance fees for the Licensed Patents and take all commercially reasonable action to otherwise maintain the Licensed Patents for at least ten (10) years from the Effective Date, including without limitation taking all commercially reasonable steps to defend against any allegation that the Licensed Patent is invalid. In the event the validity of the Licensed Patent is challenged, Licensor shall promptly notify Licensee in writing of such challenge, and if Licensor does not defend against such challenge within ninety (90) days of receipt of written notice from Licensee of Licensee’s desire to defend against a claim of invalidity, then Licensee may, at its own cost and expense, defend against such challenge on Licensor’s behalf and Licensor shall join such action as a party and cooperate in such defense. Licensor shall have the right to retain separate counsel in connection with any such action. Licensee shall reimburse Licensor for all reasonable costs, attorneys’ fees and other expenses incurred by Licensor in connection with its obligation under this Section 4.2.

4.3 Notice of Infringement. Each party shall notify the other party in writing of any suspected infringement(s) of the Licensed Patents and shall inform the other party of any evidence of such infringement(s). Licensor shall have the first right to institute suit for infringement(s). Licensee agrees to join as a party plaintiff in any such lawsuit initiated by Licensor, if requested by Licensor, with all of Licensee’s costs, attorneys’ fees, and expenses to be paid by Licensor. However, if Licensor does not institute suit for infringement(s) within ninety (90) days of receipt of written notice from Licensee of Licensee’s desire to pursue a suit for infringement, then Licensee may, at its own cost and expense, bring suit for infringement(s) and (A) Licensor shall join such action as a party and cooperate in such defense, (B) Licensor shall have the right to retain separate counsel in connection with any such action subject to Licensee’s right to approve such separate counsel, and (C) Licensee shall reimburse Licensor for all reasonable costs, attorneys’ fees and other expenses incurred by Licensor in connection with such action. Each party shall be entitled to any recovery of damages resulting from a lawsuit brought by it, and, in the event both Licensor and Licensee are parties to any lawsuit, Licensor and Licensee shall share in any recovery in an amount

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proportionate to its payment of expenses relating to the lawsuit. Neither party may settle with an infringer without the prior approval of the other party if such settlement would affect the rights of the other party under the Licensed Patents.

4.4 Exclusions. Except as expressly provided in this Agreement, nothing in this Agreement shall be construed as: (a) a warranty or representation by Licensor as to the validity or scope of any patent, whether within the Licensed Patent or otherwise; (b) a warranty or representation by Licensor that anything made, used, offered or provided under the license granted herein is or shall be free from infringement of patents of any third party; (c) a requirement that Licensor shall file or maintain any patent application, secure any patent or maintain any patent in force except as expressly provided in Section 4.2; (d) an obligation to bring or prosecute actions or suits against third parties for infringement of any patent, whether within the Licensed Patent or otherwise, except as expressly provided in Sections 4.2 and 4.3; (e) conferring a right to use in advertising, publicity, promotion or otherwise any trademark or trade name; or (f) granting by implication, estoppel or otherwise, any licenses or rights under patents other than those expressly licensed under this Agreement.

4.5 No Implied Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 4.1 OF THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

4.6 Ownership of Improvements. Licensor acknowledges that, as between Licensor and Licensee, Licensee shall own any inventions, developments, works of authorship, improvements, and modifications created by Licensee or on Licensee’s behalf in connection with the license granted to Licensee under this Agreement, including but not limited to any computer programs that implement or utilize the Licensed Patent; provided, however, that the foregoing shall in no way limit Licensor’s full ownership of all right, title and interest in and to the Licensed Patent. Licensor and Licensee shall execute all documents and take any actions reasonably requested by the other party to effectuate the purposes of this Section 4.6.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence upon the Effective Time and shall continue in effect for ten (10) years from the Effective Time, unless the Licensed Patent is revoked or is invalidated.

5.2 Termination for Breach. In the event of any material breach of this Agreement by Licensee, Licensor may, in addition to any other remedies available to it, terminate this Agreement and the license granted herein by not less than thirty (30) days written notice specifying such material breach, unless within the period of such notice the material breach specified therein has been cured by Licensee.

5.3 Other Termination. Licensor shall also have the right to terminate this Agreement immediately by giving written notice of termination to Licensee at any time, upon or after any activity or assistance by Licensee challenging the validity of the Licensed Patent or restricting the scope thereof.

5.4 Survival. Sections 4, 5.4 and 6 shall survive the expiration and any termination of this Agreement.

6. MISCELLANEOUS

6.1 Marking; Requests for Disclosure. From and after the Effective Time, Licensee shall mark all Licensed Products manufactured, used, sold, offered, operated or provided by Licensee or any Subsidiary under this Agreement with such patent notice as may be required under Title 35, United States Code or other applicable rules or regulations in foreign jurisdictions. With respect to the Licensed Patent, Licensee shall respond to any request for disclosure under 35 U.S.C. § 287(b)(4)(B) only by notifying Licensor of the request for disclosure.

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6.2 Notice. All notices required or permitted to be given hereunder shall be in writing and shall be hand delivered or sent by certified or registered mail, private industry express courier (with written confirmation of receipt) or facsimile (with a confirmation letter of the facsimile) to the address specified below or to such changed address as may have been previously specified in writing by the addressed party:

If to Licensor:

USA Payments

2350 Mission College Blvd, Suite 200

Santa Clara, California 95054

Attention: Robert Cucinotta

Telephone: (408) 492-0034

Facsimile: (408) 492-9632

If to Licensee:

Global Cash Access, L.L.C.

3525 East Post Road, Suite 120

Las Vegas, Nevada 89120

Attention: Kirk Sanford

Telephone (702) 855-3006

Facsimile: (702) 262-5038

Each such notice shall be effective upon receipt.

6.3 Nonassignability. Licensee acknowledges and agrees that this Agreement imposes personal obligations on and grants personal rights to Licensee. Accordingly, Licensee shall not assign or transfer any rights under this Agreement without the prior written consent of Licensor; provided, however, such consent shall be deemed to have been given by Licensor to Licensee in the event of an assignment or transfer of rights to any Subsidiary, or any entity that acquires all or substantially all of Licensee’s assets or equity interests or with which Licensee merges, including without limitation any corporate form into which Licensee converts or with whom Licensee merges, or in the event of the grant of a security interest, lien, or other mortgage in this Agreement and the rights granted hereunder or the realization, enforcement or foreclosure thereunder whether by Licensee or any secured creditor. For the avoidance of doubt, and without limiting the foregoing, it is expressly agreed that nothing in this Agreement shall prohibit Licensee (including, without limitation, Licensee as a debtor in possession or a trustee in bankruptcy on behalf of Licensee’s bankruptcy estate) from assuming, or from assuming and assigning, this Agreement pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”) in a case under the Bankruptcy Code in which Licensee is a debtor (or under any similar law in any similar proceeding then available to Licensee, or a secured creditor of Licensee, under applicable state or federal law, including, without limitation, bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar state or federal laws relating to the enforcement of creditors’ rights generally, or under general principles of equity) and Licensor shall be deemed to have consented to any such assumption, or assumption and assignment, of this Agreement. In particular, and without limiting the foregoing, Licensor hereby consents to the assumption, and to the assumption and assignment, of this Agreement by Licensee, including without limitation Licensee as a debtor in possession or a trustee in bankruptcy on behalf of Licensee’s bankruptcy estate, for all purposes under section 365 of the Bankruptcy Code including without limitation section 365(c)(1)(B) of the Bankruptcy Code (in the event that section 365(c)(1)(A) of the Bankruptcy Code is applicable). In the event that Licensee becomes a debtor in a case under the Bankruptcy Code, on request of Licensee as a debtor in possession or a trustee appointed or elected in such case, Licensor agrees to promptly reaffirm in writing its consent to the assumption, or the assumption and assignment, of this Agreement for all purposes under section 365 of the Bankruptcy Code. Except as otherwise permitted herein, any purported assignment or transfer of this Agreement or the license herein without the prior written consent of Licensor shall be null and void.

6.4 Governing Law; Dispute Resolution. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Northern District of California or in state court in Santa Clara County, California, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.

6.5 No Implied Licenses. Each party hereby retains all rights not expressly granted by this Agreement. To the fullest extent permitted by applicable law, each party hereby disclaims any and all implied licenses and rights,

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including any licenses or rights that may be deemed granted by this Agreement or the activities of the parties hereunder.

6.6 No Waiver. Any failure of either party to enforce, at any time or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce such provisions.

6.7 Severability. If any term, clause or provision of this Agreement shall be determined to be invalid, the validity of any other term, clause or provision shall not be affected; and such invalid term, clause or provision shall be deemed deleted from this Agreement.

6.8 Headings. The headings and captions used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.

6.9 Nondisclosure. The parties shall have the right to disclose only the fact that they have entered into a patent license agreement. Otherwise, Licensee and Licensor shall keep this Agreement and the terms hereof confidential and shall not divulge any part thereof to any third party, except as required by law. Nothing herein shall preclude each party from disclosing this Agreement and the terms hereof to the party’s accountants, attorneys, or similar representatives who are bound by an obligation of confidentiality, or to the representatives of any prospective purchaser of any interest in Licensor or Licensee who are bound by an obligation of confidentiality, or preclude Licensee from disclosing this Agreement and the terms hereof to any sublicensee under Section 2.2.

6.10 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with regard to the subject matter hereof and merges and supersedes all prior and contemporaneous discussions, negotiations, understandings and agreements between the parties concerning the subject matter hereof. Neither party shall be bound by any definition, condition, warranty, right, duty or covenant other than as expressly stated in this Agreement or as subsequently set forth in a written document signed by both parties. Each party expressly waives any implied right or obligation concerning the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both Licensor and Licensee.

6.11 Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument binding upon the parties.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:

USA PAYMENTS		GLOBAL CASH ACCESS, L.L.C.
By:	/s/    ROBERT CUCINOTTA	By:	/s/    KIRK SANFORD
	Robert Cucinotta, Secretary		Kirk Sanford, Chief Executive Officer
Date:		Date:

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EX-10.13

Exhibit 10.13

AMENDED AND RESTATED AGREEMENT FOR ELECTRONIC PAYMENT

PROCESSING

This AMENDED AND RESTATED AGREEMENT FOR ELECTRONIC PAYMENT PROCESSING (this “Agreement”) is made and entered into effective as of the Effective Time (as defined below), by and between USA Payments, a Nevada corporation (“USA”), USA Payment Systems, a Nevada corporation (“Subcontractor”) and Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”).

RECITALS

A. USA and GCA are parties to that certain Agreement for Electronic Payment Processing dated as of June 15, 2000 (the “Prior Agreement”), and the parties hereto desire to amend and restate the Prior Agreement in its entirety with this Agreement.

B. GCA or its affiliates have entered into contracts with one or more gaming establishments or their operators pursuant to which GCA provides cash access services to patrons of such gaming establishments. Such cash access services include, but are not limited to, credit card cash advances, point-of-sale (POS) debit transactions, automated teller machine (ATM) withdrawals, electronic check authorizations and any other method of cash access that GCA offers and that USA and Subcontractor can support (collectively, “Cash Access Services”). In the future, GCA or its affiliates may provide Cash Access Services to persons or entities other than gaming establishments or their operators, including but not limited to hotels, restaurants or retail merchants.

C. By itself or through one or more subcontractors, USA operates an electronic payment processing system that is capable of processing Cash Access Services transactions that are transmitted to USA’s or its subcontractor’s computer switch.

D. GCA desires to have USA process, or cause its subcontractors to process, the Cash Access Services transactions transmitted to USA’s or its subcontractor’s computer switch.

E. USA has selected Subcontractor as its exclusive subcontractor to provide the processing services described hereunder and the parties hereto desire to memorialize USA’s delegation of obligations and liabilities and assignment of rights and benefits hereunder to Subcontractor, Subcontractor’s acceptance of such delegation and assignment and Subcontractor’s agreement to be bound by the terms and conditions of this Agreement.

Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend and restate the Prior Agreement as follows:

1. Effectiveness of Agreement. “Effective Time” shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, GCA and GCA Holdings, L.L.C. This Agreement shall become effective

immediately upon the Effective Time and shall retroactively apply to all transactions processed by USA for GCA from and after January 1, 2004. To the extent that GCA paid more to USA prior to the Effective Time in connection with transactions processed from and after January 1, 2004 than the amounts payable pursuant to this Agreement for such transactions, GCA shall be entitled to a credit against the amounts owing by GCA hereunder after the Effective Time.

2. Processing Services. Subject to the terms of this Agreement, USA or Subcontractor shall (i) process each Cash Access Services transaction that is transmitted to USA’s or Subcontractor’s computer switch by submitting a request for authorization to the appropriate network or gateway, (ii) for each such transaction, forward the relevant financial institution’s approval or denial to GCA or its designee, and (iii) for each such approved transaction, facilitate the settlement of all funds to the account or accounts specified by GCA (the “Service”). USA or Subcontractor shall provide the Service according to the performance standards set forth on Schedule C.

3. Exclusivity. GCA’s engagement of USA and Subcontractor to perform the Service shall be exclusive as to GCA within the gaming industry such that neither USA nor Subcontractor shall provide, directly or indirectly, the Service to any third party’s machine or device used in the gaming industry, including without limitation machines or devices that provide cash access services to patrons of gaming establishments, except to the extent of the contracts, agreements or understandings pursuant to which Subcontractor is bound as of the Effective Time, and then only to the extent of the machines or devices listed on Schedule D with respect to which Subcontractor provides the Service as of the Effective Time (it being understood that Subcontractor may not provide the Service to any third party engaged in the gaming industry after the Effective Time with respect to any additional machines or devices used in the gaming industry). Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit USA or Subcontractor from providing payment processing services with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as such payment processing services do not facilitate ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs. For the avoidance of doubt, references to the Service in this Section 3 are to the types of payment processing services that constitute the Service, and not to the Service provided to GCA specifically.

4. Networks and Gateways. USA or Subcontractor, to the extent necessary, shall, at its own expense, enter into and use its best efforts to maintain the effectiveness of such agreements with one or more credit card and ATM/POS networks or gateways as are necessary to provide the Service. USA or Subcontractor may voluntarily terminate any such agreement only with the prior written consent of GCA, such consent not to be unreasonably withheld. Pursuant to such agreements, USA or Subcontractor, to the extent necessary, shall obtain the right to act as a switch processor, intercept processor and/or acquirer with respect to such networks, as specified in the operating rules and procedures of such networks. USA or Subcontractor shall provide the Service to GCA as a switch processor, intercept processor and/or acquirer as specified in the operating rules and procedures of such networks. USA or Subcontractor shall provide the Service with respect to transactions initiated by patrons of Gaming Establishments in the United States, Canada, the United Kingdom and the Caribbean. USA or Subcontractor shall

also provide the Service with respect to transactions initiated by patrons of Gaming Establishments in such other countries and territories as are mutually agreed to. Attached hereto as Schedule A is a list of the networks and gateways through which USA or Subcontractor processes transactions upon the execution of this Agreement.

5. GCA’s Obligations With Respect to the Service.

(a) USA’s obligation to provide the Service using any gateway or network shall be subject to GCA entering into and complying with such agreements or executing and delivering such documents or instruments as may be required by any gateway or network through which USA or Subcontractor processes transactions, and GCA complying with all applicable laws and regulations relating to such gateway or network.

(b) GCA hereby authorizes USA and Subcontractor to effect all funds settlement, fee settlement, and monthly billing of GCA by way of USA or Subcontractor initiating automated clearinghouse (ACH) transactions involving one or more accounts designated by GCA, and GCA agrees to provide such information and execute such documents and instruments as may be required by USA or Subcontractor to complete such ACH transactions.

(c) In order to permit USA or Subcontractor to comply with the adjustment system of any gateway or network relating to chargebacks or other transaction adjustments, GCA shall have at all times available in its designated settlement accounts amounts sufficient to cover any chargeback or adjustment, and USA and Subcontractor shall have the right to process such adjustments by initiating ACH transactions involving the settlement accounts.

(d) GCA shall complete USA’s or Subcontractor’s account setup documentation with respect to each Gaming Establishment.

(e) GCA shall advise USA of the terminal identification number and activation date of each Gaming Establishment. GCA shall match each PIN pad serial number with the terminal identification number of the Gaming Establishment at which such PIN pad is deployed.

(f) GCA will arrange for a financial institution to sponsor, to the extent necessary, GCA or Subcontractor with each network or gateway with which USA or Subcontractor has an agreement pursuant to Section 4, to the extent such sponsorship is required according to the rules and regulations of the applicable network or gateway. GCA shall be solely responsible for paying any and all fees associated with such sponsorship; provided, however, that to the extent that the payment of any such fees associated with sponsorship permits Subcontractor to process transactions for persons or parties other than GCA, then GCA shall only be obligated to pay that portion of the sponsorship fees that is attributable to transactions processed for GCA (any apportionment to be according to the volume of transactions processed).

(g) GCA will arrange for a financial institution to perform such settlement services as may be required in connection with the settlement of transactions processed through the Service. GCA shall be solely responsible for paying any and all fees associated with such settlement services.

(h) GCA shall insert a master encryption key into each personal identification number (PIN) pad using the encryption key provided by USA or Subcontractor. GCA shall at all times comply with the security requirements for key management as documented in the applicable network’s operating rules.

(i) GCA shall maintain a database of all Gaming Establishments, terminal identification numbers and PIN pad serial numbers used to provide the Service.

6. USA’s and Subcontractor’s Obligations With Respect to the Service.

(a) Not later than the tenth day of each calendar month, USA or Subcontractor shall provide GCA with a detailed report or spreadsheet of all transactions processed pursuant to this Agreement during the preceding calendar month, in a mutually agreeable form and format, which shall initially be the form and format of such report as provided to GCA immediately prior to the Effective Time. The report shall contain: (i) the name and terminal identification number of each Gaming Establishment, (ii) the total number of transactions processed, (iii) the aggregate dollar amount of transactions processed, (iv) the total number of transactions processed that were approved and the total number of transactions processed that were denied, and (v) the aggregate cardholder fees assessed in connection with the transactions initiated by patrons of each Gaming Establishment.

(b) Upon GCA’s request, USA or Subcontractor shall provide GCA with an electronic file containing such transaction data as is necessary for GCA to assist Gaming Establishments in the resolution of cardholder disputes. USA or Subcontractor shall be responsible for resolving cardholder disputes involving POS debit cards which GCA is unable resolve because GCA is not itself providing POS debit card processing or settlement services.

(c) USA or Subcontractor shall transmit to GCA electronic files, reports and transmissions of detailed transaction activity in a mutually agreeable format and at a mutually agreeable frequency. Initially, USA or Subcontractor shall transmit such electronic files, reports and transmissions in the form and at the frequency in which and at which such files, reports and transmissions are transmitted to GCA immediately prior to the Effective Time, which includes daily files, reports and transmissions that include positive pay check files and a reconciliation file of all checks issued.

(d) USA or Subcontractor shall transmit a daily file, in a mutually agreeable format, of transaction activity to a GCA-specified location for fraud control and risk monitoring. Initially, USA or Subcontractor shall transmit such files in the form in which such files are transmitted immediately prior to the Effective Time.

7. No Other Services. Except as is expressly provided herein, neither USA nor Subcontractor shall be obligated to provide GCA with any additional products or services. Without limiting the generality of the foregoing, neither USA nor Subcontractor shall be responsible for providing any customer service or support directly to any Gaming Establishment or any of their patrons. GCA shall be solely responsible for providing customer service or support directly to Gaming Establishments and their patrons. Notwithstanding the foregoing, GCA may contact USA to address any issues related to the Service and USA and Subcontractor each agrees to cooperate in good faith with GCA in addressing any such issues.

8. Fees. In consideration of USA’s provision, or causing Subcontractor to provide, the Service, GCA shall pay the fees set forth in Schedule B hereto for any calendar month during the term of this Agreement. USA shall provide GCA with an invoice detailing such fees for any calendar month during the term of this Agreement not later than the 10th day, and GCA shall pay such fees by way of an ACH transaction initiated by USA not later than the 15th day, of the following calendar month. Upon the written request of GCA (no more than once per fiscal

quarter), USA and Subcontractor shall permit an independent auditor designated by GCA to have reasonable access to USA’s or Subcontractor’s books and records in order for such independent auditor to make an accounting of fees payable to USA under this Agreement. GCA shall bear all costs and expenses associated with such accounting.

9. USA and Subcontractor Representations, Warranties and Covenants. USA and Subcontractor each represents and warrants, to the best of its knowledge, that the Service is and shall be, at all times during the term of this Agreement, provided in full compliance with all applicable laws, regulations and gateway and network rules. In the event that the Service is not provided in full compliance with all applicable laws, regulations and gateway and network rules, USA or Subcontractor, as the case may be, shall, in addition to its other obligations under this Agreement and without prejudice to GCA’s rights arising from such non-compliance, use its best efforts to modify the Service to bring it into full compliance with all applicable laws, regulations and gateway and network rules. USA and Subcontractor each further represents, warrants and covenants to GCA as follows:

(a) that neither USA nor Subcontractor is subject to any legal or equitable claims by third parties relating to USA’s or Subcontractor’s provision of the Service and that there are no pending or threatened suits, proceedings or administrative actions against USA or Subcontractor relating to USA’s or Subcontractor’s provision of the Service, and that USA or Subcontractor shall notify GCA promptly if USA or Subcontractor, as the case may be, becomes aware of any such claim, suit, proceeding or administrative action;

(b) that neither USA nor Subcontractor is precluded by contract or by law from entering into and executing this Agreement, and that the execution hereof shall not constitute a breach or default by USA or Subcontractor under any agreement to which USA or Subcontractor is a party or a violation of any order or decree to which USA or Subcontractor is subject;

(c) that neither USA nor Subcontractor has received any written notice of any violation of any applicable laws or regulations relating to USA’s or Subcontractor’s provision of the Service and that USA or Subcontractor shall notify GCA promptly if USA or Subcontractor, as the case may be, receives any such notice; and

(d) that Subcontractor shall, at its sole cost and expense, undergo a SAS 70 audit and financial audit annually, together with such other association or network audits as are necessary for Subcontractor to provide the Service, and that Subcontractor shall share the reports resulting from such audits with GCA, and that Subcontractor shall promptly undertake all corrective actions necessary to address deficiencies identified in or in connection with any such audit.

10. GCA Warranties. GCA represents, warrants and covenants to USA as follows:

(a) that the ACH information provided by GCA to USA and Subcontractor from time to time is accurate and sufficient for USA and Subcontractor to initiate ACH transactions involving GCA’s accounts;

(b) that GCA shall accept all ACH transactions initiated by USA and Subcontractor and involving GCA’s accounts which are authorized hereunder, and GCA shall remedy any funds insufficiencies, stopped payments or any other ACH returns or rejects within three (3) banking days provided that such funds insufficiencies, stopped payments or other ACH returns or rejects are not caused by any error in billing of USA or Subcontractor;

(c) that GCA is not currently subject to any legal or equitable claims of third parties relating to USA’s or Subcontractor’s provision of the Service to GCA pursuant to this Agreement or the Prior Agreement, and that there are no pending or threatened suits, proceedings or administrative actions against GCA relating to USA’s or Subcontractor’s provision of the Service to GCA pursuant to this Agreement or the Prior Agreement;

(d) that GCA is not precluded by contract or by law from entering into and executing this Agreement, and execution hereof shall not constitute a breach or default by GCA under any agreement to which GCA is a party or a violation of any order or decree to which GCA is subject; and

(e) that GCA has not received any written notice of any violation of any applicable laws or regulations relating to USA’s or Subcontractor’s provision of the Service to GCA pursuant to this Agreement or the Prior Agreement.

11. Disclaimer; Limitation of Liability.

(a) THE REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(b) No party shall be liable for any indirect, incidental, special or consequential damages, including loss of profits, revenue, data, use or goodwill, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages.

(c) In no event shall USA’s, Subcontractor’s or GCA’s aggregate liability to the other party for damages under this Agreement exceed the greater of $1,000,000 or the aggregate amount of fees actually paid by GCA to USA hereunder during the two-month period immediately prior to the event or circumstance giving rise to such liability; provided, however, that the limitation set forth in this Section 11(c) shall not apply to indemnification obligations under Section 12 or to damages resulting from any breach of GCA’s, USA’s or Subcontractor’s obligations under Section 14 or any act of gross negligence, fraud or willful misconduct.

12. Indemnification.

(a) USA and Subcontractor shall, jointly and severally, indemnify and hold GCA harmless from and against any claims, liabilities, losses, expenses or damages (including attorney’s fees) relating to, arising out of or in connection with any claims by third parties against GCA (i) as a result of USA’s or Subcontractor’s provision of the Service, (ii) as a result of USA’s or Subcontractor’s breach of this Agreement, or (iii) alleging infringement of intellectual property in connection with USA’s or Subcontractor’s provision of the Service.

(b) GCA shall indemnify and hold USA and Subcontractor harmless from and against any claims, liabilities, losses, expenses or damages (including attorney’s fees) relating to, arising out of or in connection with any claims by third parties against USA and Subcontractor as a result of GCA’s use of the Service, except to the extent caused by any error or defect in any transaction transmitted by GCA to USA’s or Subcontractor’s computer switch or Subcontractor’s gross negligence, fraud or willful misconduct.

13. Mutual Assistance. USA, Subcontractor and GCA will use reasonable efforts to assist each other in complying with all applicable gateway and network rules, specifically including the rules and requirements of the applicable gateways and networks relating to availability and

speed of handling. USA, Subcontractor and GCA shall also use their commercially reasonable efforts to assist each other in complying with all audit requirements, if any, of applicable state or federal regulatory authorities.

14. Confidentiality, Data Protection and Internal Control.

(a) All transaction data and information, merchant identities, and records relating to or arising in the course of GCA’s business shall be deemed “GCA’s Confidential Information.” GCA’s Confidential Information shall not include information which

(i) is or becomes a part of the public domain through no act or omission of USA or Subcontractor;

(ii) was in USA’s or Subcontractor’s lawful possession prior to disclosure by GCA and had not been obtained by USA or Subcontractor either as a result of providing the Service or directly or indirectly through GCA; or

(iii) is lawfully disclosed to USA or Subcontractor by a third party without violation of any duty or obligation of confidentiality.

(b) All payment processing software, know-how and trade secrets of Subcontractor shall be deemed “Subcontractor’s Confidential Information.” Subcontractor’s Confidential Information shall not include information which

(i) is or becomes a part of the public domain through no act or omission of GCA;

(ii) was in GCA’s lawful possession prior to disclosure by Subcontractor and had not been obtained by GCA either as a result of using the Service or directly or indirectly through Subcontractor; or

(iii) is lawfully disclosed to GCA by a third party without violation of any duty or obligation of confidentiality.

(c) USA and Subcontractor each agrees, both during the term of this Agreement and for a period of one (1) year after termination of this Agreement (the “Retention Period”), to hold in confidence and not disclose to any third party any of GCA’s Confidential Information. Except to the extent that applicable law, regulation or other applicable requirement requires a longer period than the Retention Period, at the end of the Retention Period, USA and Subcontractor shall destroy all GCA Confidential Information in its possession or under its control. USA and Subcontractor each further agrees not to use GCA’s Confidential Information for any purpose other than providing the Service hereunder. USA and Subcontractor each agrees to take all reasonable steps to ensure that GCA’s Confidential Information is not used or disclosed in violation of this Agreement. USA and Subcontractor each shall comply with all applicable laws and regulations regarding the protection, use and disclosure of any financial and other non-public information which it obtains in the course of providing the Service and which relate to consumers or other patrons who engage in cash access transactions. GCA agrees, both during the term of this Agreement and for a period of three (3) years after termination of this Agreement, to hold in confidence and not disclose to any third party any of Subcontractor’s Confidential Information. GCA further agrees not to use Subcontractor’s Confidential Information for any purpose other than use of the Service hereunder. GCA agrees to take all reasonable steps to ensure that Subcontractor’s Confidential Information is not used or disclosed in violation of this Agreement.

(d) USA and Subcontractor each understands and agrees that in the event of the breach of this Section 14 by USA or Subcontractor, GCA will suffer immediate and irreparable harm, and that monetary damages may be insufficient. GCA understands and agrees that in the event of the breach of this Section 14 by GCA, USA or Subcontractor, as the case may be, will suffer immediate and irreparable harm, and that monetary damages may be insufficient. Accordingly, each party hereto agrees that, in the event of any breach or threatened breach of this Section 14, the other parties may, in addition to the other remedies which may be available to them at law or in equity and all of which are expressly retained, seek injunctive or other equitable relief to prevent a party’s breach or anticipatory breach of this Section. Each party hereto understands and agrees that in the event of the breach of this Section 14 by another party hereto, the nonbreaching party will suffer immediate and irreparable harm, and that monetary damages may be insufficient. Accordingly, each party hereto agrees that, in the event of any such breach or threatened breach, the other parties may, in addition to the other remedies which may be available to it at law or in equity and all of which are expressly retained, seek injunctive or other equitable relief to prevent a party’s breach or anticipatory breach of this Section.

(e) USA and Subcontractor shall at all times during the term of this Agreement maintain and implement an information security program with respect to its provision of the Service that complies with the requirements of the Federal Trade Commission’s rule regarding Standards for Safeguarding Customer Information. Likewise, GCA shall at all times during the term of this Agreement maintain and implement an information security program with respect to the information provided by USA and Subcontractor in connection with the Service that complies with the requirements of the Federal Trade Commission’s rule regarding Standards for Safeguarding Customer Information.

(f) From time to time, at least annually, during the term of this Agreement, upon prior written notice by GCA, USA and Subcontractor shall allow GCA access to USA’s and Subcontractor’s premises and personnel reasonably required to perform an audit of the operational and data processing environment maintained by USA or Subcontractor to provide the Service. USA and Subcontractor each shall promptly address material deficiencies identified by such audit. USA and Subcontractor each shall cooperate fully with any and all governmental regulators having jurisdiction over GCA in connection with any examination, audit or inquiry of GCA. USA and Subcontractor each further agrees to cooperate fully with GCA and its designated agents (including its internal and external auditors) in connection with the preparation of financial statements or otherwise in connection with the business of GCA and its receipt of the Service.

(g) USA and Subcontractor shall maintain an internal control environment and corresponding policies to protect GCA’s Confidential Information. USA and Subcontractor each agrees that GCA or its designated auditor shall be granted access to USA’s premises and Subcontractor’s premises upon reasonable written notice and in accordance with the reasonable rules and regulations of USA and Subcontractor regarding access and conduct on its premises, to inspect such premises or have the same inspected by its auditors or persons designated by GCA so that GCA may satisfy itself as to USA’s and Subcontractor’s compliance with the terms of this Agreement and their compliance with any requirement of any governmental agency or private body having jurisdiction over USA or Subcontractor with regard to the Service.

(h) GCA shall maintain an internal control environment and corresponding policies to protect Subcontractor’s Confidential Information. GCA agrees that USA and Subcontractor or their designated auditors shall be granted access to GCA’s premises upon reasonable written notice and in accordance with the reasonable rules and regulations of GCA regarding access and conduct on its premises, to inspect such premises or have the same inspected by their auditors or persons designated by USA and Subcontractor so that USA and Subcontractor may satisfy themselves as to GCA’s compliance with the terms of this Agreement and its compliance with any requirement of any governmental agency or private body having jurisdiction over GCA with regard to the Service provided by USA and Subcontractor.

15. Force Majeure. No party shall be liable for any delay or default in the performance of any obligation under this Agreement (other than, so long as the ACH system remains in normal operation, GCA’s payment of fees to USA under this Agreement and USA’s or Subcontractor’s settlement to the account or accounts specified by GCA of all funds in connection with transactions processed through the Service) to the extent that performance is delayed or prevented by an event of force majeure, including any act of God, flood, war, riot, fire, accident, explosion, labor trouble, power outage, act of government or any other cause beyond the party’s control.

16. Term and Termination. The initial term of this Agreement shall commence at the Effective Time and shall continue for a period of ten (10) years. Upon the expiration of the initial term, this Agreement shall automatically renew for successive twelve (12) month renewal terms unless either party provides written notice to the contrary at least ninety (90) days prior to the expiration of the initial term or the then current renewal term. Notwithstanding the foregoing, (i) GCA may terminate this Agreement in the event that USA or Subcontractor breaches any material obligation or representation or warranty under this Agreement or in the event that the Service is not provided in full compliance with all applicable laws, regulations and gateway and network rules, and USA and Subcontractor fail to cure such breach or non-compliance within thirty (30) calendar days after written notice thereof, and (ii) USA may terminate this Agreement in the event that GCA breaches any material obligation or representation or warranty under this Agreement and fails to cure such breach within thirty (30) calendar days after written notice of such breach. In addition, GCA may terminate this Agreement upon notice to USA in the event that USA or Subcontractor fails to conform to the performance standards set forth on Schedule C and either party may terminate the this Agreement upon prior written notice to the other party in the event that a determination is made by any judicial or administrative authority that the Service provided pursuant to this Agreement violates any applicable law, rule or regulation. For a period of one hundred eighty (180) days following termination of this Agreement, USA and Subcontractor each shall use commercially reasonable efforts to transition the provision of the Service to service provider(s) designated by GCA, and USA shall be entitled to payment during such period in accordance with Section 8 of fees that are 150% of the amount of the applicable fees in effect upon the date of termination. All provisions of this Agreement shall survive termination of this Agreement and continue in effect until the earlier of one hundred eighty (180) days following termination of this Agreement or the date upon which GCA determines, in its reasonable discretion, that the provision of the Service has been transitioned as required by the preceding sentence (the “Transition Completion”). The provisions of Sections 8, 11, 12, 14, and 16 through 29 of this Agreement shall survive termination of this Agreement and the Transition Completion.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to any conflicts of laws principles that would result in the application of the laws of any other jurisdiction.

18. Jurisdiction. The parties agree that the state and federal courts located in Clark County, Nevada, shall have exclusive jurisdiction over and shall be the exclusive venue for, resolving any disputes arising under this Agreement.

19. Notices. All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been delivered immediately upon personal delivery, the next business day if sent by confirmed facsimile, or three (3) days after the notice has been mailed by certified mail, return receipt requested, to the address listed on the signature page hereto.

20. Invalid Provision. In the event that any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the parties shall be deemed to have substituted an enforceable provision which is as close as reasonably possible to the purpose and economic consequence of the deleted provision. This Agreement shall not be construed against the drafter hereof.

21. Entire Agreement. This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof but not with respect to any transactions prior to January 1, 2004, including those related to the Prior Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

22. Ownership of Property and License of Software. Any software programs developed and provided by USA or Subcontractor to GCA for use in accessing the Service are and shall hereafter remain the sole property of USA or Subcontractor, respectively. USA and Subcontractor each hereby grants GCA the limited right and royalty-free license during the term of this Agreement to use any such software solely for the purpose of using the Services in connection with transactions initiated by patrons of the Gaming Establishments pursuant to the GCA Service Agreements. All computer equipment, computer media, network contracts, and computer operating systems owned by USA or Subcontractor shall hereafter remain the sole property of USA or Subcontractor, respectively.

23. Assignment and Subcontracting. This Agreement may not be assigned without the prior written consent of USA, in the case of an assignment by GCA, or GCA, in the case of assignment by USA or Subcontractor, which consent may be withheld in the sole discretion of the party whose consent is sought; provided, however, that USA’s or Subcontractor’s prior consent shall be deemed to have been given in the event that GCA assigns this Agreement to any entity that is controlling, controlled by or under common control with GCA or to any resulting or surviving corporation or other business entity following a conversion, merger, consolidation or incorporation to which GCA is a constituent party, or in the event of the grant of a security interest, lien, or other mortgage in this Agreement and the rights granted hereunder or the realization, enforcement or foreclosure thereunder whether by GCA or any secured creditor. For the avoidance of doubt, and without limiting the foregoing, it is expressly agreed that nothing in

this Agreement shall prohibit GCA (including, without limitation, GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate) from assuming, or from assuming and assigning, this Agreement pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”) in a case under the Bankruptcy Code in which GCA is a debtor (or under any similar law in any similar proceeding then available to GCA, or a secured creditor of GCA, under applicable state or federal law, including, without limitation, bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar state or federal laws relating to the enforcement of creditors’ rights generally, or under general principles of equity) and USA and Subcontractor shall be deemed to have consented to any such assumption, or assumption and assignment, of this Agreement. In particular, and without limiting the foregoing, USA and Subcontractor hereby consent to the assumption, and to the assumption and assignment, of this Agreement by GCA, including without limitation GCA as a debtor in possession or a trustee in bankruptcy on behalf of GCA’s bankruptcy estate, for all purposes under section 365 of the Bankruptcy Code including without limitation section 365(c)(1)(B) of the Bankruptcy Code (in the event that section 365(c)(1)(A) of the Bankruptcy Code is applicable). In the event that GCA becomes a debtor in a case under the Bankruptcy Code, on request of GCA as a debtor in possession or a trustee appointed or elected in such case, each of USA and Subcontractor agrees to promptly reaffirm in writing its consent to the assumption, or the assumption and assignment, of this Agreement for all purposes under section 365 of the Bankruptcy Code. Further, notwithstanding the foregoing, USA may delegate and subcontract some or all of its obligations hereunder to any third party that USA reasonably determines is capable of providing the Service; provided, however, that (i) USA shall provide written notice to and obtain the consent of GCA prior to any such delegation or subcontract, such consent not to be unreasonably withheld, (ii) USA shall be fully liable for the failure of any such subcontractor to comply with any of USA’s representations, warranties and obligations under this Agreement, and (iii) USA shall indemnify, defend and hold GCA harmless from and against any damages, losses or liabilities arising out the failure of any such subcontractor to strictly comply with any of USA’s representations, warranties or obligations hereunder. USA shall effect any such delegation or subcontract to any party other than Subcontractor by means of a written agreement between USA and such delegee or subcontractor which requires such delegee or subcontractor to comply with all of USA’s representations, warranties and obligations hereunder. For the avoidance of doubt, the parties acknowledge that (x) references to “subcontractor” or “subcontract” in the two preceding sentences do not include Subcontractor and (y) Subcontractor may not delegate or subcontract any of its obligations hereunder to any third party without the prior written consent of GCA, which consent may be withheld in GCA’s sole discretion. USA may not discontinue or revoke its delegation of obligations and liabilities and assignment of rights and benefits to Subcontractor hereunder without Subcontractor’s prior consent.

24. Successors and Assigns. Subject to the limitations in the section captioned “Assignment and Subcontracting,” this Agreement shall inure to the benefit of and bind the heirs, and permitted successors and assigns of the parties hereto.

25. Further Assurances. Each party agrees to and will take any and all other and further actions and execute any and all other and further writings reasonably requested by the other party hereto in furtherance of the contemplated purposes of this Agreement.

26. Remedies. A party’s remedies at law or in equity may be exercised cumulatively or severally. In no event shall either party have a right to offset against any amount owing or payable to the other party hereunder prior to obtaining a judgment of a court of competent jurisdiction.

27. Relationship of the Parties. The relationships of USA and Subcontractor to GCA hereunder is that of an independent contractor. Nothing contained in this Agreement nor any acts of the parties hereto shall be deemed or construed to create a partnership or a joint venture between the parties hereto. No party shall have the authority or bind or attempt to bind or obligate the other to any third party whatsoever, and no party shall hold itself out as an agent, partner, joint venturer or representative of the other.

28. Use. The use herein of the neutral gender includes the masculine and the feminine, and where used herein the singular includes the plural, and vice-versa, whenever the context so requires.

29. Waiver of Breach. The waiver by either party hereto of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. All waivers hereunder must be in writing and signed by the party against whom they are to be enforced.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the Effective Time.

USA Payments

By:	/s/    KARIM MASKATIYA
	Karim Maskatiya, President

3250 Mission College Blvd, Suite 120

Santa Clara, CA 95054

Phone: (408) 492-0034

Fax: (408) 492-9632

Global Cash Access, L.L.C.
By:	/s/    KIRK E. SANFORD
	Kirk E. Sanford, Chief Executive Officer

3525 E. Post Road # 120

Las Vegas, NV 89120

Phone: 702/855-3006

Fax: 702/262-5035

USA Payment Systems
By:	/s/    THOMAS D. MCCARLEY
Name:	Thomas D. McCarley
Title:	Vice President

14202 Champion Forest

Houston, TX 77069

Phone: (281) 580-7400

Fax: (281) 580-7771

SCHEDULE A

NETWORKS AND GATEWAYS

ATM and POS debit direct connections:

Star System, Inc.

including the following gateways through Star System, Inc.: Pulse and NYCE

including the following national networks through Star System, Inc.: Cirrus, Maestro, Plus and InterLink

Credit card direct connections:

Visa, Mastercard, Discover through Visa

and any other networks or gateways jointly selected by USA and GCA.

SCHEDULE B

FEES

Network and Gateway Fees. GCA shall pay and be solely responsible for the normal and customary fees set by each gateway or network for participation in its gateway or network. GCA shall pay such fees directly to such gateway or network and in the manner required by such gateway or networks. Notwithstanding the foregoing, to the extent that USA or Subcontractor pays or bears any of such fees on GCA’s behalf, USA shall invoice GCA for such fees in its next monthly invoice. Such fees include, but are not limited to all interchange, transaction or other fees charged or levied from time to time by the gateway or network on its participants. Such fees are due and collected daily or monthly depending upon the network or gateway. GCA shall pay such fees so that USA and Subcontractor each may perform its obligations with respect to transaction and fee settlement under the applicable rules and regulations of the gateway or network.

GCA understands that the amounts of the gateway and network fees are fixed by the applicable gateway or network, and GCA understands that they are subject to change by such gateway or network. In the event that any of the foregoing gateway or network fees is changed, GCA shall pay the adjusted amounts. GCA also agrees to pay any additional fees imposed by any gateway or network on its participants.

To the extent that the payment of any network or gateway fees permits USA or Subcontractor to process transactions for persons or parties other than GCA, then GCA shall only be obligated to pay that portion of the participation fees that is attributable to transactions processed for GCA (any apportionment to be according to the volume of transactions processed).

USA Fees. GCA shall pay the following fees:

(a) Telecommunications. GCA shall pay all direct telecommunication charges incurred by USA or Subcontractor on a per transaction basis, as billed by the telecommunications provider. GCA shall also reimburse USA or Subcontractor for the portion of any telecommunications fees (e.g. line charges) or telecommunications hardware expenses (e.g. routers) incurred by USA or Subcontractor in providing the Service hereunder. To the extent that any such telecommunications fees or hardware expenses are attributable to telecommunications facilities or hardware used by USA or Subcontractor to process transactions for persons or parties other than GCA, then GCA shall only be obligated to pay that portion of such fees or expenses that are attributable to the transactions processed for GCA (any apportionment to be according to the volume of transactions processed). At GCA’s option, GCA may procure its own telecommunications service to enable USA or Subcontractor to provide the Service, in which case GCA shall pay the telecommunications charges directly. GCA shall also pay for any direct connections to USA’s or Subcontractor’s servers or other equipment. All telecommunications fees will be invoiced monthly.

(b) Base II. GCA shall pay USA a monthly fee of $6,000.00 for MasterCard Base II processing, and a monthly fee of $12,000 for Visa Base II processing. All Base II processing fees will be invoiced monthly.

(c) Transaction Fees. GCA shall pay a processing fee for each transaction (including any completed transaction and any attempted transaction with respect to which authorization is sought) processed hereunder according to the following table:

No. of Transactions per Calendar Year	Fee Per Transaction
First 50 million transactions (0 – 50 million)	$	0.03
Second 50 million transactions (50 million – 100 million)	$	0.025
Any additional transactions (100 million or more)	$	0.01

For example, if the number of transactions during a calendar year was 75 million, the first 50 million will be billed at $0.03 per transaction and the next 25 million will be billed at $0.025 per transaction.

All transaction fees will be invoiced by USA to GCA monthly.

In the event that the number of transactions during any calendar year is less than 70 million, GCA shall, within thirty (30) days following the end of such calendar year, make a payment to USA (to be forwarded by USA to Subcontractor) in an amount equal to $0.03 per transaction for each transaction by which the number of transactions during such calendar year fell short of 50 million plus $0.025 per transaction for each transaction by which the number of transactions during such calendar year exceeded 50 million but fell short of 70 million.

(d) Internet Access. GCA shall be responsible for procuring at its location, all computer hardware and software and internet connectivity that is necessary to interact with USA’s or Subcontractor’s systems. All equipment must be compatible with USA’s or Subcontractor’s server software and will be used to communicate with USA’s or Subcontractor’s servers to transmit reports and/or data to GCA.

Fees for Other Services. From time to time, USA or Subcontractor may offer to provide additional services, such as software development services, to GCA. The fees and terms for those additional services shall be agreed upon in writing by the parties prior to being provided.

Travel Expenses. GCA will reimburse USA or Subcontractor for any expenses incurred by USA or Subcontractor in connection with travel of USA or Subcontractor personnel that is specifically requested by GCA for installation, support or other services. USA may obtain reimbursement for such amounts by way of an ACH transaction initiated by USA not earlier than 30 days after submission of an invoice for the same to GCA. GCA shall have no obligation to reimburse USA or Subcontractor for any expenses incurred by USA or Subcontractor in connection with travel of USA personnel that is not specifically requested by GCA.

SCHEDULE C

PERFORMANCE STANDARDS

System Availability

USA’s or Subcontractor’s systems shall be available to process authorization requests transmitted to USA’s or Subcontractor’s computer switch by GCA 99% of the minutes during each calendar month and 90% of the minutes of each calendar day, subject to the following exceptions: (a) any unavailability resulting from a failure of a national communications network (such as Sprint, AT&T, MCI or their successors) or credit, debit or ATM network or gateway (such as Visa, Cirrus, Plus or Star), (b) any unavailability resulting from scheduled system maintenance of not more than 3 hours per calendar week of which USA or Subcontractor has provided GCA at least 24 hours advance notice, and (c) any unavailability resulting from force majeure events described in the Agreement. The availability of USA’s or Subcontractor’s systems shall be determined by reference to uptime verification data provided by third parties such as networks, gateways or telecommunications providers.

Scheduled Maintenance

USA or Subcontractor scheduled maintenance or system unavailability shall never occur on a Saturday, Sunday or holiday without GCA’s express prior written consent. USA and Subcontractor shall only perform system maintenance that requires unavailability at times that are previously approved in writing by GCA. All database, terminal and other software changes will be implemented during mutually agreed upon times.

Service

USA or Subcontractor shall, during the term of the Agreement, provide GCA with telephonic customer service at no additional charge, which customer service shall be available 24 hours per day, 7 days per week. Such customer service shall be via a telephone number provided by USA or Subcontractor for the purpose of responding to inquiries regarding the Services and repair services offered. In the event that GCA notifies USA or Subcontractor of any unavailability of the Service or any failure of the Service to operate in its normal operating mode, USA or Subcontractor shall take measures to begin working on the unavailability or failure within 2 hours of detecting or being notified of such issue and will use its best efforts to resolve the problem and restore the Service to full availability in its normal operating mode within 24 hours.

SCHEDULE D

EXISTING CONTRACTS, AGREEMENTS OR UNDERSTANDINGS

As of the Effective Time, Subcontractor is bound by contracts, agreements or understandings with other of its customers pursuant to which Subcontractor provides payment processing services to following the machines or devices located at the gaming establishments set forth opposite the machine or device designation:

Gaming Establishment	Machine or Device
Jackson Rancheria	21 ATMs
Golden West Casino	2 ATMs
Oakland Bingo Hall	1 ATM
Chicken Ranch Casino	4 ATMs

EX-10.14

EXHIBIT 10.14

May 13, 2004

USA Payments

USA Payment Systems

Infonox on the Web

Re: Letter Agreement Relating to Technology

WHEREAS, this letter agreement (“Letter Agreement”) will serve to confirm certain understandings between and among Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”), on the one hand, and each of USA Payments, a Nevada corporation (“USA Payments”), USA Payment Systems, a Nevada corporation (“USA Payment Systems”), and Infonox on the Web, a California corporation (“Infonox”), on the other hand, with reference to the following agreements: (i) the Patent License Agreement effective as of March 10, 2004, between USA Payments and GCA (the “Patent License”), (ii) the Amended and Restated Agreement for Electronic Payment Processing effective as of March 10, 2004, between and among USA Payments, USA Payment Systems and GCA (the “Processing Agreement”), (iii) the Professional Services Agreement effective as of March 10, 2004, between Infonox and GCA (the “Hosting and Services Agreement”), and (iv) the Software License Agreement effective as of March 10, 2004, between Infonox and GCA (the “Software License,” and collectively with the Patent License, Processing Agreement and Hosting and Services Agreement, the “Agreements”);

WHEREAS, pursuant to the Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”), of even date herewith, by and among GCA Holdings, L.L.C., a Delaware limited liability company, M&C International, a Nevada corporation (“M&C”), Karim Maskatiya (“KM”) and Robert Cucinotta (“RC”), and the purchasers named therein (the “Purchasers”), as amended, the execution of this Letter Agreement is a condition precedent to the obligations of the Purchasers under the Purchase and Exchange Agreement, and is a material inducement to the Purchasers to consummate the transactions contemplated by the Purchase and Exchange Agreement;

WHEREAS, the principals of M&C are the owners of a controlling interest in each of Infonox and USA Payments, and a 50% interest in USA Payment Systems;

WHEREAS, KM and RC are the grantors under the Karim Maskatiya 2001 Irrevocable Reversionary Trust U/T/D November 30, 2001, and the Robert P. Cucinotta 2001 Irrevocable Reversionary Trust U/T/D November 30, 2001 respectively, which trusts are the owners of approximately 99% of the issued and outstanding shares of M&C, and KM and RC are also the founders of GCA, Infonox, USA Payments, and USA Payment Systems;

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WHEREAS, as a result of the consummation of the transactions described in the Purchase and Exchange Agreement, each of M&C, KM and RC will receive substantial consideration;

WHEREAS, the parties hereto intend to conform the Patent License, Software License, Processing Agreement, and Hosting and Services Agreement to terms and conditions that are typical of comparable agreements in the trade;

WHEREAS, the parties hereto intend that GCA shall have the ability, to the extent it is within the control of any party hereto, to continue to profitably conduct its business both as it exists now and may exist in the future under reasonably foreseeable circumstances (the “Business”);

WHEREAS, the parties confirm that the agreements described herein reflect the original general intent of GCA, Infonox, USA Payments and USA Payment Systems; and

WHEREAS, nothing in this Letter Agreement is intended to cause Infonox, USA Payments, or USA Payment Systems to incur unreimbursed expenses or engage in uncompensated services, to decrease or terminate any revenue streams provided for in the Agreements that GCA has agreed to pay, or cause Infonox, USA Payments or USA Payment Systems to incur or suffer additional liabilities or obligations other than as expressly set forth herein.

THEREFORE, the parties hereto make the following agreements. The terms and conditions of this Letter Agreement shall take precedence over and amend any contrary or inconsistent terms and conditions contained in any of the Agreements. Terms used herein with initial capital letters shall have the meanings stated herein, or if not defined herein, then the meaning set forth in the applicable Agreement.

1) In the event that Infonox, USA Payments or USA Payment Systems is required under this Letter Agreement to perform any services or to incur any out of pocket expense which services or expense would not otherwise be required under the express terms of the Agreements as in effect prior to the date of this Letter Agreement, GCA agrees that it shall promptly pay such party(ies) their reasonable and customary hourly rates for such services upon presentment of a reasonably detailed invoice describing the services performed and the time spent for each task, and shall promptly reimburse such party(ies) for such out of pocket expenses actually incurred plus 10% upon presentment of an invoice including supporting documentation therefore.

2) In the case of any event described under Section 7(c) of the Software License (source code release), GCA shall have rights specified in Paragraph 4 to the released Infonox Source Code and associated Infonox Technology for any of GCA’s internal purposes as reasonably necessary for the continued operation of the Business (including use by GCA’s contractors). Infonox agrees that it shall provide reasonable assistance to GCA or its contractors to permit use and modification of such Infonox Source Code and Infonox Technology for the purpose of enabling GCA or its contractors to provide services reasonably required by GCA to operate its Business. Such escrowed Infonox Source Code shall be updated no less than every 6 months unless there is no active development during such 6 month period. Infonox

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further agrees that it shall provide to GCA as soon as possible after the date of this Letter Agreement electronic copies of all GCA Work Product, including without limitation source code and related programmer documentation, make files, header files, and other associated programmer materials that is included within GCA Work Product, and Infonox shall supplement the foregoing at least every 6 months hereafter unless there is no active development during such 6 month period. The foregoing covenants shall expire 10 years from the Effective Time. It is further agreed that references in Section 7 of the Software License to “Section 8” and “Section 9” were intended to read and are hereby amended to read “Section 7” and “Section 8” respectively.

3) In the event that GCA requires different or additional services or service levels that are reasonably necessary for the operation of the Business relating to the implementation, hosting, operation, monitoring, maintenance, enhancement, modification or support of Infonox Technology including the Active Payment Platform and GCA’s instantiation and customization thereof (such requirements may include, by way of example only, additional bandwidth or other capacity requirements, throughput guarantees, processing volume, regulatory changes, customer requirements, or interoperability with other GCA information systems, in any case now or in the future), GCA shall present to Infonox such requirements in the form of a request for proposal (“RFP”). Infonox shall have the right to promptly respond in writing to such RFP by providing one or more proposed Project Assignments including pricing and service levels that meet GCA’s requirements. Nothing herein will prohibit GCA from soliciting third party contractor proposals for such services, provided that if such third party contractor will require access or a license to software owned by Infonox in order to perform such services, GCA shall not accept any such third party proposal unless and until Infonox has had an opportunity to agree to provide such services under substantially identical terms and conditions as offered by such third party contractor, and Infonox has either refused or failed within twenty (20) business days to accept such agreement, and in such event GCA shall be permitted to grant a sublicense to Infonox Technology to such contractor, and Infonox shall provide such third party with all reasonably necessary access to and assistance with Infonox software solely for the purpose of enabling such third party to perform such services for GCA. Infonox may satisfy the foregoing obligation by providing such third party with API specifications and related documentation, without access to any Infonox Source Code (as defined in the Software License), if such API and documentation provides such third party with the functionality and performance that it would otherwise desire to achieve by accessing Infonox Source Code. If, however, notwithstanding the foregoing, such third party requires access to any Infonox Source Code that is not otherwise generally made available to third party Infonox developers, then Infonox shall have the right to approve the third party providing such services (such approval not to be unreasonably withheld or delayed) and further subject to the following procedures and preconditions: (i) if requested by Infonox, such third party shall in lieu of being granted access to such Infonox Source Code, instead subcontract to Infonox any work requiring access to such Infonox Source Code, upon substantially the same pricing, terms and conditions as such third party has agreed to provide such services to GCA; (ii) or, if Infonox has not requested or is not willing to agree to such a subcontract, GCA must demonstrate that without access to such portions of Infonox Source Code, the Business as then conducted would be likely to be materially adversely affected; (iii) in any event where Infonox provides access to any such portions of Infonox Source Code, such third party shall enter into license and confidentiality agreements with Infonox that prohibit any use of the Infonox Source Code for any purpose

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other than to provide services to GCA, which agreements may also contain other terms and conditions that are reasonable and customary for licenses of source code to third party service providers. For the sake of clarity, nothing in the foregoing Paragraph 3 shall permit GCA to terminate any Project Assignment. The foregoing covenants shall expire 10 years from the Effective Time.

4) In order to provide GCA with the ability to exercise the rights set forth in Paragraphs 2 and 3, Infonox hereby unconditionally and irrevocably grants to GCA a non-exclusive, irrevocable, worldwide, transferable, fully paid and royalty-free license (with rights to sublicense to a third party service provider solely to permit such provider to perform services for GCA) under all intellectual property rights owned or under Infonox’s control, to make, use, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, Infonox Technology including Infonox’s Active Payment Platform and any instantiation thereof created for GCA, and all related software developed and owned by Infonox necessary for the operation of the Active Payment Platform for GCA. GCA covenants that it will use the foregoing license solely for its own internal use in providing cash access services to patrons of gaming establishments (including use on or to support cash access machines and customer terminals used by GCA’s customers and their patrons) only as necessary to permit GCA to exercise its rights under Paragraphs 2 or 3 above, as applicable, on its own or a third party’s hardware and operating platforms. The foregoing license shall expire upon ten (10) years after the Effective Time.

5) Provided that GCA has not committed any uncured material breach of any material term of the Software License at any time during the term thereof, upon the expiration of the initial ten (10) year term thereof (or, in the event of Infonox’s uncured material breach of either the Software License or Hosting and Services Agreement):

(a) GCA shall have a non-exclusive, fully paid-up, royalty-free, irrevocable, worldwide right and license to make, use, reproduce, display, perform and distribute the Client Base and Server-Side Base, in object code only, and the ActiveVerifier, solely as part of the instantiation of the Active Payment Platform developed, hosted and/or operated by Infonox, GCA or any third party for GCA in the Licensed Field, in each case only to the extent that the Client Base, Server-Side Base or ActiveVerifier are utilized in such instantiation of the Active Payment Platform at the time that this license becomes effective; and

(b) GCA shall have the right to sublicense its rights under the foregoing to any Affiliate, to any customer of GCA, or to any customer of any Affiliate of GCA, and/or to any service provider that is engaged in development for, hosting of, or maintenance and operation of the Client Base, Service-Side Base and/or Active Verifier solely for GCA’s benefit or for the benefit of any Affiliate, to any customer of GCA, or to any customer of any Affiliate of GCA, in each case solely in connection with the Licensed Field.

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6) In the event that (i) either or both of USA Payments or USA Payment Systems materially breaches and fails to timely cure any of its or their respective obligations under the Processing Agreement, (ii) USA Payments or USA Payment Systems terminates or purports to terminate such Processing Agreement for any reason other than a termination due to GCA’s uncured and material breach of such Processing Agreement, (iii) USA Payments or USA Payment Systems permanently or temporarily ceases to operate its business in the ordinary course or becomes insolvent, then in the case of any of the foregoing events USA Payments and USA Payment Systems each shall provide reasonable assistance to enable GCA to obtain and use replacement services comparable to the services provided under the Processing Agreement. The foregoing covenants shall expire 10 years from the Effective Time.

7) USA Payments and USA Payment Systems agree that upon GCA’s request, they shall provide services under the Processing Agreement (or under another agreement containing like terms, conditions and pricing) as necessary to process the additional transaction volume that may be required by the growth of GCA’s Business in the future. The foregoing covenant shall expire 10 years from the Effective Time.

8) All continuations, divisional, continuations-in-part, reexaminations, and reissues of any Licensed Patent, and foreign counterparts of any of the foregoing or any Licensed Patents, shall be deemed part of and included as one and the same “Licensed Patent”. Each of USA Payments, USA Payment Systems and Infonox represents to GCA that none of them owns any issued patent or any patent application pending or contemplated, the claims of which (or, in the case of an application, the applied-for claims of which) would be infringed upon by any product, service or activity of GCA or customers of GCA operating terminals, equipment or services provided by GCA, as the Business is currently conducted (including currently pending research and development).

9) Unless earlier terminated pursuant to the termination rights set forth therein, the term of the Patent License agreement shall extend until the last to expire of the Licensed Patents; provided, however, that ten (10) years after the Effective Time, such Patent License shall be non-exclusive.

10) From and after the Effective Time, nothing in any of the Agreements shall operate to assign or require GCA to assign to Infonox, USA Payments, or USA Payment Services any intellectual property rights and embodiments thereof developed by GCA, or for GCA by a third party, regardless of whether such rights and embodiments are based upon any Infonox, USA Payments, or USA Payment Services works. Ownership of intellectual property rights and embodiments thereof developed by GCA or a third party for GCA shall be determined in accordance with applicable patent and copyright laws without regard to the Agreements.

11) USA Payments hereby consents to GCA’s sublicense of rights under the Patent License to any owner or operator of cash access equipment (including but not limited to automated teller machines) that enables gaming establishment patrons to consummate “quasi-cash” transactions whereby credit cards and debit cards are used to purchase instruments that can be negotiated for cash.

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12) GCA shall not in any event be liable for any payment, reimbursement or other obligation with respect to actions brought against alleged third party infringers of the Licensed Patents under Section 4.2 of the Patent License, except in connection with a lawsuit initiated by GCA. GCA shall have the sole and exclusive right to initiate any lawsuit (or to decline to initiate such a lawsuit) against a third party for infringement under claims of any Licensed Patent within the Licensed Field.

13) Infonox agrees that the terms “Infonox Technology” and “Active Payment Platform” under the Hosting and Services Agreement, and the terms “Client Base”, “Server Side Base” and “Active Verifier” under the Software License shall exclude any source code, libraries, executable or other software or programmer materials, the object or executable form of which is provided for use by GCA pursuant to the Software License and the Hosting and Services Agreement and which is not generally made available to Infonox’s other customers (and all such excluded source code, libraries, executable or other software or programmer materials shall be deemed “GCA Work Product”).

14) The termination or expiration of any of the Software License, Processing Agreement, and/or Hosting and Services Agreement shall not, regardless of the reason for termination or expiration, terminate or give rise to any right of termination under any other such Software License, Processing Agreement, Hosting and Services Agreement or the Patent License.

15) For purposes of this Letter Agreement, GCA shall mean and include GCA, its subsidiaries at any tier, and its directly or indirectly owned or controlled affiliates. This Letter Agreement and all rights herein shall be assignable to any successor to all or substantially all of the Business to which the Agreements relate.

Each of the foregoing numbered covenants, licenses, terms, and conditions, and each of the foregoing agreements, are independent of all other covenants, licenses, terms, conditions and agreements, and the failure or breach thereof shall not affect any other covenant, license, term, condition or agreement between the parties thereto. Except as expressly provided herein, the foregoing shall survive any termination of the underlying Patent License, Processing Agreement, Software License, or Hosting and Services Agreement as applicable.

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The representatives signing this Letter Agreement below represent that they have the power and authority to bind the entities on whose behalf they are acting, and that upon execution by all parties below, this Letter Agreement shall immediately be binding, valid, effective and enforceable in accordance with its terms.

ACCEPTED AND AGREED:

GLOBAL CASH ACCESS, L.L.C.
By:	/s/ Kirk Sanford
Its:	President
Date:	May 13, 2004
USA PAYMENTS
By:	/s/ Karim Maskatiya
Its:	CEO
Date:	May 13, 2004
USA PAYMENT SYSTEMS
By:	/s/ Robert Cucinotta
Its:	President
Date:	May 13, 2004
INFONOX ON THE WEB
By:	/s/ Safwan Shah
Its:	President
Date:	May 13, 2004

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EX-10.15

Exhibit 10.15

AUTOMATED TELLER MACHINE

SPONSORSHIP AGREEMENT

THIS AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENT (“Agreement”) is made this 12^th day of NOVEMBER 2002 (“Effective Date”), by and between Global Cash Access, L.L.C. (“Company”), a Delaware limited liability company, with its principal place of business located at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120, and Western Union Bank (“Bank”), an industrial bank organized under the laws of the State of Colorado with its principal place of business located at 6200 South Quebec Street, Greenwood Village, CO 80111, with reference to the following:

RECITALS

Whereas, Company desires to deploy and operate Automated Teller Machines and point-of-sale terminals (collectively, “ATMs”) in various locations which will be connected to the electronic funds transfer networks (the “Networks”) identified on Schedule A hereto and as otherwise agreed upon from time to time in writing by the parties, and

Whereas, Company is ineligible to become a member of, or to participate in, the Networks; and

Whereas, the Networks permit entities which are not eligible for membership to connect ATMs to the Networks, provided a member of such Network agrees to assume certain responsibilities to the Networks (“Sponsorship”); and

Whereas, the Bank is or will become a member of the Networks and may sponsor Company for the purpose of enabling Company to connect its ATMs to the Networks.

NOW, THEREFORE, for and in consideration of the mutual covenants and premises, the promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

DUTIES OF COMPANY

Section 1. Network Registration

Company shall complete all registration forms, applications and/or other documents that are required of the Company by the Networks from time to time. Company shall be solely responsible for all registration costs of Networks and/or ATMs which it may incur during the term of this Agreement Except as otherwise agreed in writing between the parties, Company shall not be responsible for any costs incurred by Bank in connection with Bank establishing or maintaining its membership in the Networks in good standing or Bank abiding by all of the Network Requirements applicable to Bank.

Section 2. ATM Deployment and Operation

A. Company will provide and install ATMs in casinos, airports and other business establishments and will be solely responsible for the cost, installation, operation, maintenance and repair of each ATM including, but not limited to, electrical and communications connections in compliance with the equipment manufacturer specifications and the applicable Network’s operating rules, graphic standards and technical specifications established by Networks for operation thereof and/or written requirements published by Networks from time to time (collectively, the “Network Requirements”), as may be amended or modified from time to time, all of which are incorporated herein by reference as if fully set forth herein. Company acknowledges having received a copy of the Network Requirements as of the Effective Date.

B. Company shall, upon request by Bank, provide notice to Bank of each ATM location and shall properly register and continue to register each ATM location as may be required by each of the Networks and/or applicable law or regulation. Bank may, in its sole discretion, decline to sponsor any ATM location into any of the Networks.

C. Company shall be responsible for providing all cash, cash servicing, processing services and settlement for each ATM deployed and operated under this Agreement. Company shall control, in its sole and absolute discretion, the account into which all settlement funds are to be deposited, which account need not be at Bank, provided however, that upon Bank’s request, Company shall inform Bank of the account number and bank at which such settlement account(s) is maintained. If such services are to be provided to Company through third parties (“Service Provides”), the Company shall, upon request, and subject to any applicable confidentiality provisions, promptly furnish Bank with the name or names and addresses of any Service Provider through which Company acquires such services and a copy of the agreement between Company and Service Provider pursuant to which such services are provided (“Provider Agreement”). Company agrees (i) that all Provider Agreements will include a provision requiring that Service Providers agree to promptly furnish Bank with any information requested by Bank relating to the Sponsorship, the Networks, or the ATMs connected to the Networks hereunder and to otherwise cooperate with the Bank in connection therewith, and (ii) to use its best efforts to cause Service Providers to comply with such provision.

D. Company shall timely pay all obligations to third parties as they become due, whether arising under the Network Requirements or otherwise, in connection with its provision of cash, cash servicing, processing services and settlement for ATMs deployed and operated by Company, including but not limited to, obligations to the Networks or any other participant in the Networks.

E. Company agrees, in connection with all of the functions and activities provided for in this Agreement, that it will fully cooperate with Bank in all matters regarding the performance of this Agreement, including, without limitation, making all appropriate personnel and records available to Bank for purposes of monitoring, auditing, and decision making regarding Bank’s Sponsorship of Company and its ATMs and to discuss and consult with Bank

personnel and implement, to the extent reasonably possible, all decisions and policies requested to be followed by Bank in connection therewith.

F. Company shall deliver to Bank, within five (5) business days of receipt, a copy of any and all notices or correspondence it receives from (i) any Network, (ii) any federal, state or local governmental authority, or (iii) any other third party, including, without limitation, any financial or depository institution, relating to a Network, the Sponsorship, ATMs connected to any Network hereunder, or the performance of this Agreement.

G. Company agrees to provide to Bank such reports and other information as reasonably may be requested by Bank from time to time to monitor the activities of Company with respect to the Sponsorship. In addition, Company shall furnish to Bank, within thirty (30) days of Bank’s written request, an analysis reflecting all transactions of ATMs connected to Networks hereunder for all periods requested and providing information reasonably specified by Bank relative thereto, all in sufficient information and detail to support an audit, all subject to the applicable confidentiality requirements under the Network Requirements.

H. Bank’s Sponsorship of Company and its ATMs hereunder is non-exclusive, and this Agreement shall in no way prohibit Company from obtaining from any third party any other sponsorship with respect to the Networks or any other electronic funds transfer network.

Section 3. Scope of Authority

The authority of Company shall not exceed that which is expressly provided for in this Agreement. It is the intent and purpose of this Agreement that Company shall be and at all times remain only an independent contractor and nothing herein shall be construed or inferred to create the relationship of employer and employee, partnership, joint venture partner, agency, consultant or any other relationship between Bank and Company.

Section 4. Sublicense to Use Network Marks

Bank hereby grants Company a nonexclusive, nontransferable sub-license to use the trademarks, service marks, names logos or other indicia of origin that have been licensed to Bank by the Networks (collectively, the “Marks”), provided, however, that Company’s use of the Marks is subject to all of the terms and conditions applicable to Bank’s use of the Marks. A copy of the relevant portions of the agreements pursuant to which the Marks have been licensed to Bank shall be provided to Company.

Section 5. Regulatory Review

It is understood and agreed by the parties hereto that the provision of the Sponsorship services rendered by Bank may be subject to regulation or examination by federal or state regulatory agencies, including, without limitation, the FDIC and the Colorado Division of Banking. Company shall submit and furnish (and shall require its processors to submit and furnish) to any such agency such reports or other data as shall be reasonably requested by such agency or required under applicable law. Company shall, upon receipt of any such request that is not received by Company through Bank, notify Bank, and prior to submission of any such

reports or data, shall provide the Bank with copies of such submissions, unless otherwise provided by applicable law.

Section 6. Company Warranties, Representations and Disclosures

Company warrants and represents to the Bank as follows:

A. This Agreement is valid, binding and enforceable against Company in accordance with its terms.

B. Company is a limited liability company duly incorporated, validly existing, and in good standing under the laws of the state of its formation and authorized to do business in each state in which the nature of Company activities make such authorization necessary or required.

C. Company has the full power and authority to execute and deliver this Agreement and perform all of its obligations hereunder. The provisions of this Agreement and the performance by Company of its obligations hereunder are not in conflict with Company’s Certificate of Formation, Limited Liability Company Agreement, or any agreement, contract, lease or obligation to which Company is a party or by which it is bound.

D. Neither Company nor any principal of Company has been the subject of any (i) criminal conviction (except minor traffic offenses and other petty offenses); (ii) bankruptcy filing or petition; (iii) federal, state or local tax lien; (iv) administrative or enforcement proceeding commenced by Securities or Exchange Commission, state securities regulatory authority, state gaining authority, the Federal Trade Commission, or any other state or federal regulatory agency; or (v) restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practice on the part of Company or any principal thereof. For the purposes of this subsection, the word “principal” shall include any person directly or indirectly owning five percent (5%) or more of Company, any officer or director of Company, any person actively participating in the control of Company’s business, and any spouse of any of the foregoing.

E. There is not now pending or, to the Company’s knowledge, threatened against the Company or any principal, any litigation or proceeding, judicial, tax or administrative, the outcome of which might adversely affect the continuing operations of the Company.

F. The Company’s financial statements, subject to any limitations stated therein, which have been or which hereafter shall be furnished to the Bank to induce it to enter into the Agreement and/or continue this Agreement do or will fairly represent the financial condition of the Company, and all other information, reports and other papers furnished the Bank will be, at the time the same are furnished, accurate and complete in all material respects and complete insofar as completeness may be necessary to give the Bank a true and accurate knowledge of the subject matter, and said statements were prepared in accordance with generally accepted accounting principles.

Section 7. Costs and Expense

Except as expressly provided herein, Company shall promptly reimburse Bank for any costs and expenses incurred by Bank directly in connection with Bank’s Sponsorship of Company and its ATMs pursuant to this Agreement.

Section 8. Use of Bank Marks

Company shall not use Bank’s trademarks, service marks, names logos or other indicia of origin (the “Bank Marks”) for any reason or use or refer to Bank in any advertisements, sales, presentation or marketing materials, without the written consent of Bank, which consent shall not be unreasonably withheld. Bank shall have the right to audit and inspect the manner in which Company is using the Bank Marks and approve or disapprove in its sole discretion in advance any advertising or other materials bearing a Bank Mark prior to the use or distribution of any such material, including without limitation any materials intended to be affixed to ATMs which incorporate any Bank Mark. Company shall submit samples of such materials to Bank promptly upon Bank’s request. Any use of the Bank Marks by Company shall comply with standards, specifications and directives determined by Bank from time to time in its sole discretion, including quality standards. Any use of the Bank Marks by Company shall inure to the benefit of Bank.

Section 9. Compliance

Company shall comply with all operating rules and by-laws promulgated by each of the Networks and all federal, state and local laws, regulations and ordinances applicable to Company’s business generally and the performance of its obligations hereunder.

Section 10. Financial Condition

A. Company will promptly give written notice to Bank of any material adverse change in the business, properties, assets, operations or conditions, financial or otherwise, of the Company, and the pending or overt threat of litigation involving the sum of $1,000,000 or more and of all tax deficiencies and other proceedings before governmental bodies or officials affecting the Company.

B. As soon as possible and in any event within sixty (60) days after the end of each quarter, commencing with the Effective Date, Company will provide Bank with a copy of Company’s balance sheet as of the end of the previous quarter and related profit, loss and surplus statements.

Section 11. Pledged Account

A. On or prior to the Effective Date, Company shall establish and maintain with the Bank at all times during the term of this Agreement cash on deposit (to be maintained in a segregated deposit account), obligations of the U.S. or its agencies, or obligations fully guaranteed by the U.S. or its agencies as to principal and interest, in the amount of not less than ten

thousand ($10,000) dollars (or such higher amount as determined under Section 11D below) as security for any obligations of Company under this Agreement (the “Pledged Account”).

B. Company shall pledge and assign to Bank, and shall grant to Bank a continuing security interest in, and exclusive possession and control over, all of its right, title and interest in the Pledged Account, as well as any interest and any other funds added to the Pledged Account which may increase the amount in the Pledged Account. Company shall execute and deliver to the Bank such documentation as may be reasonably required to facilitate the pledge required by this section.

C. Company shall authorize Bank to restrict withdrawals from the Pledged Account until ninety (90) days after this Agreement is terminated and any and all of the obligations of Company have been paid in full. Bank may withdraw any amounts owed to Bank as a result of Company’s failure to duly perform and observe its obligations under this Agreement.

D. The amount required to be maintained in the Pledged Account shall be subject to periodic review by the parties to assure that such amount provides Bank adequate security for any obligations of Company under this Agreement; provided, however, that such amount may not be increased or decreased without the prior written consent of both Company and Bank.

Section 12. Compensation to Bank

A. For its services under this Agreement, Company shall pay to Bank $0.005 for each completed transaction (regardless of type) that is transmitted through any of the Networks by a Company ATM that is sponsored by Bank hereunder. Payment shall be made on a monthly basis payable in good funds within thirty (30) days after the last day of the calendar month in which the fee accrued.

B. This Agreement and the terms and conditions upon which the Sponsorship services are provided by Bank to Company shall be subject to an annual review by the parties to assure that such fees are reasonable, competitive and customary in the industry and not materially different from similar fees charged by other providers in the industry; provided, however that such the amount of such fees may not be increased or decreased without the prior written consent of both Company and Bank.

DUTIES OF BANK

Section 13. Network Membership and ATM Sponsorship

A. Bank shall maintain (at its expense) its membership in the Networks in good standing and shall abide by all of the Network Requirements applicable to the Bank; provided, however, that Bank may elect to terminate its membership at any time by giving Company ninety (90) days notice of its intention to terminate its membership. Nothing herein shall be deemed to obligate the Bank to attempt to maintain membership in any Network if any Network has elected to terminate the Bank’s membership. Except as otherwise agreed in writing between the parties, Bank shall bear all costs and expenses associated with its obligations under this paragraph.

B. Bank shall sponsor ATMs deployed by Company and connected to the Networks in accordance with this Agreement, except as otherwise provided for herein.

C. Bank shall be under no obligation to provide services beyond the Sponsorship services expressly provided for in this Agreement.

D. Company acknowledges that Bank makes no representations or warranties, express or implied, regarding the Networks, the Sponsorship services, the Marks or the Bank Marks, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose, infringement or otherwise (irrespective of any course of dealing, custom or usage of trade of any services or any goods provided incidental to the Networks or Sponsorship services), and Company shall not make any statement or take any action that would indicate or imply otherwise.

TERM OF AGREEMENT; TERMINATION

Section 14. Term and Termination

A. The initial term of this Agreement shall be for a period of two (2) years, commencing on the Effective Date. After the initial term, this Agreement shall continue for successive one (1) year renewal periods.

B. Either party may terminate this Agreement upon providing written notice of termination to the other party at least sixty (60) days prior to the effective date of termination.

C. Notwithstanding any provision in this Agreement to the contrary, Bank may terminate this Agreement immediately and without notice to Company if (i) its membership in any of the Networks is involuntarily terminated; (ii) Company fails to comply with any Network Requirements; (iii) Company breaches any provision in this Agreement, which breach remains uncured for fifteen (15) days after written notice; (iv) Company fails to comply with any federal, state, or local law, regulation or ordinance, which failure to comply remains uncured for fifteen (15) days after written notice (except that 15 days’ notice shall not be required in the event that a restraining order or similar order has been entered); (v) Company fails to pay any obligation owed to Bank, any Network, any affiliate of a Network, another participant in a Network or its processor, whether such obligation is owed hereunder or under the Network Requirements; (vi) any financial statement, representation, warranty, statement or certificate furnished to Bank by Company is inaccurate or misleading; (vii) Bank believes, after due inquiry, that continuing this Agreement may cause it to violate any federal, state, or local law, regulation or ordinance or the Network Requirements; (viii) Company no longer meets a Network’s participation eligibility requirements in effect from time to time; (ix) a Network terminates or suspends the rights of Company to participate in the Network as a sponsored entity; or (x) Company is the subject of a bankruptcy or insolvency proceeding, or a trustee or receiver has been appointed for any substantial part of Company’s property.

D. Company agrees with Bank that its ability to participate in each of the Networks shall terminate upon the earlier of (i) expiration or termination of this Agreement and (ii) ninety (90) days after expiration or termination of Bank’s membership agreement with such

Network unless such Network determines that its is necessary to make termination immediately effective in order to protect the Network, other participants in the Network or the Network’s parents or affiliates from any substantial harm.

GENERAL PROVISIONS

Section 15. Indemnification and Limitation of Liability

A. Company shall indemnify and hold harmless Bank, its parent or affiliates, and its or their respective officers, directors, employees and permitted assigns, from and against any and all direct or contingent liabilities, costs, fees, claims, damages, losses or expenses, and causes of action, including, but not limited to, Networks’ charges and fines, reasonable attorneys fees, judgments and decrees (collectively, “Claims”), resulting or arising from, caused by or attributable to, any of the following:

(i) any misrepresentation, breach of warranty or non-fulfillment of any covenant of this Agreement;

(ii) the failure of Company or its officers, employees, agents (including, without limitation, any processor or Service Provider) or representatives to abide by any requirement imposed by this Agreement or the Network Requirements;

(iii) the violation by Company or its employees, agents (including, without limitation, any processor or Service Provider) or representatives of any law, statute, rule, regulation, judgment, executive order and similar mandate of any federal, state or local governmental authority;

(iv) the misuse of the Marks by Company or its employees, agents (including, without limitation, any processor or Service Provider) or representatives;

(v) claims asserted by the Networks, any of their affiliates, all other participants in any of the Networks and their processors, and consumers in connection with Company’s participation in the Networks; or

(vi) the willful misconduct, fraud, intentional tort or gross negligence of Company or its employees, agents (including, without limitation, any processor or Service Provider) or representatives involving Company’s use of, or participation in, the Networks.

B. Company shall promptly notify Bank of any Claims of which it becomes aware of which may give rise to a right of indemnification pursuant to this Agreement.

C. BANK’S MONETARY LIABILITY TO COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF TEN THOUSAND DOLLARS ($10,000) OR THE AMOUNT OF ACTUAL DAMAGES SUFFERED BY COMPANY. IN NO EVENT SHALL BANK, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, CONSEQUENTIAL, SPECIAL,

INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 16. Records and Confidentiality; Auditing Rights

A. Company shall maintain transaction records and other data relating to the operation of its ATMs as may be (i) required by applicable laws and regulations, (ii) required by the Network Requirements; and (iii) reasonably requested by the Bank or the Networks.

B. Except as expressly provided for herein, Company shall not disclose any non-public personal information pertaining to a consumer’s account with any third-party; provided, however, Company may disclose non-public personal information pertaining to a consumer’s account to Bank or the Networks or as necessary to effect, administer or enforce, a transaction, or as otherwise may be required by law or a court of competent jurisdiction.

C. The Bank and its officers, employees and agents, including third party attorneys and accountants and auditors, and regulatory officials with regulatory authority over the Bank, shall, at the Bank’s sole cost and expense, upon reasonable notice to Company, during business hours or at such other times as might be reasonable under applicable circumstances, have full and complete access to any and all of the operations and books, systems and records and other information of Company pertaining to its participation in the Networks, wherever such books, systems, records or other information may be kept.

Section 17. Governing Law and Jurisdiction

A. This Agreement shall be governed by and interpreted and construed and the rights and obligations of the parties hereto determined in accordance with the laws of the State of Colorado.

B. Any action brought by either party hereto against the other, arising out of or related in any manner to this Agreement shall be exclusively brought in the appropriate judicial forum located in Colorado and not in any other state court or in any federal court based on diversity of citizenship.

Section 18. Severability and Survival

A. In the event that any part of this Agreement is ruled by the final, nonappealable order or directive of any court or regulatory authority to be invalid or unenforceable, then this Agreement shall be automatically modified to eliminate that part which is affected thereby. The remainder of this Agreement shall remain in full force and effect.

B. All representations and warranties shall survive the expiration without renewal or earlier termination of this Agreement.

Section 19. Arbitration

In the event of any dispute between Bank and Company relating to this Agreement, or their performances hereunder, Bank and Company agree that such dispute shall be resolved by means of arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitration decision shall be binding upon the Bank and Company. The arbitrator(s) shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar type damages.

Section 20. Binding Effect

This Agreement and the rights and obligations created thereunder shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any rights or remedies as a third party beneficiary, or otherwise, under or by reason of this Agreement to any persons, firm or corporation.

Section 21. Notices

All notices, requests, demands and other communications hereunder (i) shall be in writing; (ii) shall be addressed to the parties at the addresses first set forth (iii) shall be deemed to have been given either when personally delivered or when sent by regular United States mail, in which event it shall be sent postage prepaid upon delivery thereof. All notices, requests, demands and other communications hereunder if to the Bank shall be marked for the attention of the President and if to Company shall be marked for the attention of the Chief Executive Officer.

Section 22. Further Assurances

Each party shall, at the request of the other from time to time after the Effective Date, execute and deliver such other instruments, documents, certificates, in form and substance reasonably satisfactory to their respective counsel, as may be reasonably necessary to further evidence, perfect, maintain, effectuate, or defend any and all of the respective rights and obligations of the parties hereunder, including performance of this Agreement. In the event that such further assurance is not forthcoming within a reasonable time of the date of any such request, the other party hereto may take any and all appropriate action to protect its rights and obligations hereunder.

Section 23. Force Majeure

Neither party shall be liable to the other for any claim, damage, loss or expense arising out of this Agreement if such claim, damage, loss or expense is due in whole or in part to any natural

disaster, epidemic, fire, strike, war, terrorism, riot, act of God, court order, statute, governmental regulation, act or order, computer or associated equipment outages, shortages or significant fluctuations in electric power, or any other cause beyond its reasonable control; provided, however, that nothing in this Section 23 shall excuse Company from promptly paying when due amounts that are due and owing under the terms of this Agreement.

Section 24. Entire Agreement; Waiver and Amendment; Counterparts

A. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto.

B. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, their agents or employees, and may be waived only by instruments in writing signed by the authorized offer of respective party. No waiver of any provision or of the same provision on any occasion shall operate as a waiver on another occasion.

C. This Agreement may not be modified, changed, or amended except by an instrument in writing executed by each of the parties hereto.

D. This Agreement may be executed and delivered by the parties hereto in any number of counterparts, and by different parties on separate counterparts, each of which counterparts, taken together, shall constitute but one and the same instrument.

Section 25. Headings

The descriptive headings of this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision hereof.

Section 26. Assignment

A. Company shall not assign this Agreement without the prior written consent of the Bank, which consent shall not be unreasonably withheld.

B. Bank may assign this Agreement to any party upon written notice to Company provided that such assignee of Bank is capable of performing the duties and obligations of Bank hereunder.

IN WITNESS WHEREOF, this Agreement is executed by the parties to be effective as of the date first set forth above.

Global Cash Access, L.L.C.		Western Union Bank
By:	/s/    KIRK SANFORD	By:	/S/    ADAM P. COYLE
Title:	CEO	Title:	President

Schedule A

Networks

Cirrus (pending application approval)

NYCE

Plus

Star

FIRST AMENDMENT TO

AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENT

THIS FIRST AMENDMENT TO AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENT (“Amendment”) is made this 10th day of March, and amends that certain AUTOMATED TELLER MACHINE SPONSORSHIP AGREEMENT, dated November 12, 2002, (“Agreement”) by and between Global Cash Access, L.L.C., and First Financial Bank (f.k.a. Western Union Bank), with its principal place of business located at 12500 E. Belford Avenue, Mail Stop M18U, Englewood, CO 80112, with reference to the following:

1. Schedule A to the Agreement is hereby amended and restated in its entirety in as follows:

“Schedule A

Networks

NYCE”

IN WITNESS WHEREOF, this Amendment is executed by the parties to be effective as of the date first set forth above.

Global Cash Access, L.L.C.		First Financial Bank
By:	/s/    KIRK SANFORD	By:	/s/    ADAM P. COYLE
Title:	President	Title:	President

EX-10.16

Exhibit 10.16

MEMBERSHIP UNIT PURCHASE AGREEMENT

THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into as of March 10, 2004, by and among Bank of America Corporation, a Delaware corporation (“Purchaser”), M&C International, a Nevada Corporation (“Seller”), and GCA Holdings, LLC, a Delaware limited liability company (“the Company”).

RECITALS

WHEREAS, Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”), Seller, FDFS Holdings LLC, a Delaware limited liability company (“FDFS Holdings LLC”), First Data Corporation, a Delaware corporation, Karim Maskatiya and Robert Cucinotta entered into a Restructuring Agreement dated December 10, 2003, as amended January 20, 2004, February 20, 2004 and March 3, 2004 (the “Restructuring Agreement”) in order to recapitalize and restructure GCA’s membership (the “Recapitalization”).

WHEREAS, in connection with the Recapitalization: (1) FDFS Holdings LLC and Seller will transfer all of the outstanding membership and economic interests in GCA to the Company and the Company will be substituted as the sole member of GCA, (2) all of FDFS Holdings LLC’s membership interests in the Company will be repurchased or redeemed for up to $435.6 million (the “FDFS Redemption”), and (3) the Company will redeem certain membership interests in the Company held by M&C International.

WHEREAS, in connection with the Recapitalization, M&C International desires to sell to Purchaser, and Purchaser desires to purchase from M & C International, a portion of M & C International’s membership interests in the Company so that, concurrent with the consummation of the transactions contemplated by the Restructuring Agreement, Purchaser shall acquire a 4.99 percent (4.99%) ownership interest in the Company, and M&C International will contribute all of its capital stock of CashCall Systems, Inc. to GCA. All of the transactions described in this recital and the two preceding recitals and the transactions related thereto are referred to herein as the “Recapitalization.”

WHEREAS, concurrent with the Closing (as defined below), GCA will enter into a senior secured credit facility, consisting of up to $280.0 million in senior secured credit facilities, comprised of (i) a term loan facility of up to $260.0 million (the “Term Loan Facility”) and (ii) a revolving credit facility of up to $20.0 million, (the “Credit Facility”).

WHEREAS, immediately after the Closing, GCA will receive at least $235 million in gross cash proceeds from the issuance and sale of senior subordinated notes due 2012 (the “Notes”) pursuant to that certain Purchase Agreement, dated as of March 4, 2004, by and among GCA, Global Cash Access Finance Corporation, a Delaware corporation, as co-obligor, and Banc of America Securities LLC (the “Notes Purchase Agreement”).

WHEREAS, GCA will use the net proceeds from the issuance and sale of the Notes, along with borrowings under the Credit Facility, to consummate the Recapitalization.

WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller 27.445 units of membership interest in the Company (the “Transferred Units”), which Transferred Units will represent a fully diluted 4.99% membership interest in the Company immediately after the Closing.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:

AGREEMENT

1. Unit Purchase.

1.1 Sale. At the Closing, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from the Seller, the Transferred Units on the terms and subject to the conditions set forth in this Agreement. The aggregate purchase price payable by the Purchasers for the Transferred Units shall be $20,209,500 (the “Purchase Price”). The Purchase Price shall be paid by the Purchaser to the Seller in accordance with the terms as set forth in Section 1.2.

1.2 Payment of Purchase Price. The Purchase Price shall be payable in the form of two secured non-recourse promissory notes. At the Closing, Purchaser shall pay to Seller the Purchase Price through delivery of the following:

(a) A secured non-recourse promissory note in the principal amount equal to $8,100,000 of the Purchase Price in the form of Exhibit A attached hereto (the “2.0% Note”) for the purchase of 11 units of membership interest in the Company (the “2.0% Units”); and

(b) A secured non-recourse promissory note in the principal amount of equal to $12,109,500 of the Purchase Price in the form of Exhibit B attached hereto (the “2.99% Note”) for the purchase of 16.445 units of membership interest in the Company (the “2.99% Units”).

The 2.0% Note and the 2.99% Note shall be referred to herein collectively as the “Notes.”

1.3 Pledge Agreements. The Notes shall be secured by a pledge of the Transferred Units as follows:

(a) The 2.0% Note shall be secured by a membership pledge agreement whereby Purchaser grants to Seller a security interest in the 2.0% Units purchased pursuant to this Agreement (the “2.0% Pledge Agreement”) in the form of Exhibit C attached hereto; and

(b) The 2.99% Note shall be secured by a membership pledge agreement whereby Purchaser grants to Seller a security interest in the 2.99% Units purchased pursuant to this Agreement (the “2.99% Pledge Agreement”) in the form of Exhibit D attached hereto.

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The 2.0% Pledge Agreement and the 2.99% Pledge Agreement shall be referred to herein collectively as the “Pledge Agreements.”

1.4 Member Approval. By executing this Agreement, Seller, as a member of the Company, hereby approves: (a) the transfer by Seller of the Transferred Units to the Purchaser pursuant to this Agreement, (b) the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement; and (c) the admission of the Purchaser as a member of the Company.

1.5 Company Approval. The Company hereby: (a) consents to the sale of the Transferred Units contemplated by this Agreement; (b) the admission of Purchaser as a member of the Company; and (c) waives any restriction or prohibition on such transfer set forth in the Limited Liability Company Agreement dated March 10, 2004, between Seller and FDFS Holdings LLC, as amended from time to time (the “LLC Agreement”).

2. The Closing.

2.1 Closing. The closing (the “Closing”) shall take place at the offices of                             , at              a.m. (Eastern Standard Time) immediately prior to the closing of the FDFS Redemption contemplated by the Restructuring Agreement, or at such other place or time as the Company, Seller and the Purchaser may mutually agree (such date is hereinafter referred to as the “Closing Date”). Notwithstanding the foregoing, in no event shall the Closing hereunder occur after the closing of the FDFS Redemption.

2.2 Documents Delivered by Purchaser At Closing. At the Closing, the Purchaser shall deliver to Seller the following items duly executed by Purchaser:

(a) 2.0% Note;

(b) 2.99% Note;

(c) 2.0% Membership Unit Pledge Agreement;

(d) 2.99% Membership Unit Pledge Agreement;

(e) Assignment of Membership Interest in the form of Exhibit E attached hereto (the “Membership Assignment”); and

(f) certificate of an officer of Purchaser certifying as to the accuracy of matters set forth in Section 6.1(a).

2.3 Documents Delivered by Seller At Closing. At the Closing, the Seller shall deliver to Purchaser the following items duly executed by Seller:

(a) a certificate representing the 2.0% Units sold to Purchaser pursuant to Section 1;

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(b) a certificate representing the 2.99% Units sold to Purchaser pursuant to Section 7;

(c) Membership Assignment; and

(d) Certificate of officer certifying as to the accuracy of the matters set forth in Section 6.2(a).

2.4 Deliveries by the Company. Immediately after the Closing, the Company shall: (a) deliver to Purchaser new certificates evidencing the Transferred Units issued in the name of Purchaser; (b) reflect the transfer of the Transferred Units to Purchaser on its records; and (c) deliver such other documentation reasonably necessary to transfer the Transferred Units in accordance with this Agreement.

3. Seller Representations. Seller hereby represents to Purchaser as follows:

3.1 Organization. Seller is a corporation duly formed and validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted.

3.2 Authority. Seller has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by Seller of this Agreement has been duly authorized and approved by Seller, if applicable, and do not require any further authorization or consent. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Purchaser) constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

3.3 No Conflict. Seller has not granted any options of any sort with respect to the Transferred Units or any right to acquire any part of the Transferred Units. Neither Seller nor its Affiliates has entered into any agreement, arrangement, commitment or understanding, and Seller is not bound by any judgment or order of any court or governmental authority, which restricts Seller’s ability to sell the Transferred Units as provided herein. Other than the Company’s Limited Liability Company Agreement, there are no agreements to which Seller is a party which impose restrictions on transfer of the Transferred Units. The execution and delivery of this Agreement by Seller, the performance by it of its obligations hereunder and the consummation of the transactions contemplated in this Agreement will not (i) contravene any provision of its organizational documents, or (ii) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except for post closing notifications to gaming regulatory authorities in jurisdictions where the Company does business. Subject to Purchaser’s payment for the Transferred Units as provided herein, delivery of a certificate for the Transferred Securities will pass valid title thereto free and clear of any security interest, lien, charge, pledge, encumbrance,

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mortgage, adverse claim or title retention agreement of any nature or kind other than any Security Interest created by Purchaser under this Agreement and the Pledge Agreement. No person, other than Purchaser under this Agreement, has any option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement for the purchase from Seller of any of the Transferred Units. For purposes of this Agreement, “Affiliate” shall mean any person which, directly or indirectly, controls, is controlled by or is under common control with another person (“control,” “controlled by” and “under common control with” with respect to any person meaning for the purposes of the foregoing the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise).

3.4 No Violation, Litigation or Regulatory Action. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of Seller or its Affiliates, threatened, relating to the sale of the Transferred Units to Purchaser.

3.5 No Other Approvals or License Required. No consent, approval, permit, license, qualification finding of suitability, registration or filing with any governmental or regulatory authority or agency, including, without limitation, any gaming regulatory authority or agency, is required on a mandatory basis by Purchaser in connection with the execution and delivery of this Agreement by Seller, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, except such as have been made or obtained and are in full force and effect and except for requests for waivers of qualification or suitability for institutional investors or licensed financial institutions that are not unduly burdensome to Purchaser.

4. Purchaser Representations. Purchaser hereby represents to Seller as follows and to the Company as to Sections 4.4 through 4.10:

4.1 Organization. Purchaser is a corporation duly formed and validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted.

4.2 Authority. Purchaser has full right, power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and thereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by Purchaser of this Agreement, have been duly authorized and approved by Purchaser, if applicable, and do not require any further authorization or consent. This Agreement, the Notes and Pledge Agreements have been duly executed and delivered by Purchaser and (assuming the valid authorization, execution and delivery of this Agreement by each of the other parties hereto) constitute the legal, valid and binding obligation of Purchaser enforceable in accordance with their respective terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

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4.3 No Conflicts. Purchaser has the full right, power, and authority to enter into, and perform its obligations under this Agreement. Purchaser has not entered into any agreement, arrangement, commitment or understanding, and Purchaser is not bound by any judgment or order of any court or governmental authority, which restricts Purchaser’s ability to purchase the Transferred Units as provided herein or to carry out its obligations hereunder or under the Notes or Pledge Agreements. The execution and delivery of this Agreement by Purchaser, the performance by it of its obligations hereunder and the consummation of the transactions contemplated in this Agreement will not (i) contravene any provision of its organizational documents, or (ii) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person; provided that Purchaser makes no representation with respect to any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, including without limitation any gaming regulatory authority, arising solely out of the nature of the business of the Company, including without limitation the Company’s gaming business.

4.4 Purchasing for Own Account. This Agreement is made in reliance upon the Purchaser’s representation to Seller and the Company, which by its acceptance hereof Purchaser hereby confirms, that the Transferred Units to be received by it will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, but subject nevertheless to any requirement of law that the disposition of its property shall at all times be within its control.

4.5 Transferred Units Not Registered. Purchaser understands that the Transferred Units are not registered under the Securities Act of 1933, as amended (the “1933 Act”), on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act. Purchaser understands that the Transferred Units may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Transferred Units or an available exemption from registration under the 1933 Act, the Transferred Units must be held indefinitely. In particular, Purchaser is aware that the Transferred Units may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company. Such information is not now available, and the Company has no present plans to make such information available. Purchaser represents that, in the absence of an effective registration statement covering the Transferred Units, it will sell, transfer, or otherwise dispose of the Transferred Units only in accordance with the provisions of Section 7.2 hereof and the limitations and restrictions set forth in the LLC Agreement.

4.6 Limited Liability Company Agreement. Purchaser represents and warrants that Purchaser has reviewed the LLC Agreement, a true and correct copy as of the Closing is attached hereto as Exhibit F, and agrees to be bound by its terms.

4.7 Purchaser Bears Economic Risk. Purchaser represents and warrants that Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and

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risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear and is able to bear the economic risk of this investment indefinitely unless the Transferred Units are registered pursuant to the 1933 Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Transferred Units, or any of the Company’s membership units. Purchaser also understands that there is no assurance that any exemption from registration under the 1933 Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Transferred Units under the circumstances, in the amounts or at the times Purchaser might propose.

4.8 Purchaser Can Protect Its Interest. Purchaser (i) has knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of the purchase of the Transferred Units as contemplated by this Agreement and (ii) is able to bear the economic risk of the investment in the Transferred Units.

4.9 Company Information. Purchaser represents and warrants that Purchaser has received and read the financial statements of GCA and has had an opportunity to discuss the Company’s business, management and financial affairs with Management Committee members, officers and management of GCA and the Company and has had the opportunity to review the operations and facilities of the Company and its subsidiaries. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

4.10 Accredited Investor. Purchaser represents and warrants that it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

5. Company Representations. The Company herby represents to Purchaser and Seller as follows:

5.1 Organization. The Company is a limited liability company duly formed and validly existing and in good standing under the laws of the State of Nevada, and has the requisite power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted.

5.2 Authority. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by the Company of this Agreement has been duly authorized and approved by the Company, if applicable, and do not require any further authorization or consent. This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by Purchaser) constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

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5.3 Capitalization. On the Closing Date, upon consummation of the Recapitalization, the membership units of the Company will be owned as follows:

Unitholder	Number of Units	Percentage Interest
M & C International	522.555	95.01	%
Bank of America Corporation	27.445	4.99	%
Totals	550.000	100.00	%

5.4 No Consents. The execution and delivery of this Agreement by the Company, the performance by it of its obligations hereunder and the consummation of the transactions contemplated in this Agreement will not (i) contravene any provision of its organizational documents or (ii) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except for post closing notifications to gaming regulatory authorities in jurisdictions where the Company does business.

6. Conditions to Closing.

6.1 Condition to Seller’s Obligations. The obligation of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or written waiver by Seller), on or prior to the Closing Date, of the following conditions:

(a) There shall have been no breach by Purchaser in the performance of any of its covenants and agreements herein; each of the representations and warranties of Purchaser shall be true and correct on the Closing Date, and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date, signed by Seller.

(b) No action, suit or proceeding by any governmental body, including without limitation any gaming regulatory authority, or court shall have been instituted or threatened to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

6.2 Conditions to Purchaser’s Obligations. The obligations of Purchaser and the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or written waiver by Purchaser on or prior to the Closing Date, of the following conditions:

(a) There shall have been no breach by Seller in the performance of any of its covenants and agreements herein; each of the representations and warranties of Seller shall be true and correct on the Closing Date, and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date, signed by Seller.

(b) No action, suit or proceeding by any governmental body, including without limitation any gaming regulatory authority, or court shall have been instituted or threatened to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.

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7. Other Agreements.

7.1 Piggyback Registration Rights. The Company and Seller hereby agree that if the Company grants an equity investor in the Company “piggy-back” registration rights with respect to such investor’s equity investment in the Company, then Purchaser shall be granted “piggy-back” registration rights with respect to the Transferred Units at least as favorable as those rights granted to such equity investor.

7.2 Transfer Requirements. Subject to the pledge contemplated by Section 1.3 of this Agreement, Purchaser agrees that in no event will it make a transfer or disposition of any of the Transferred Units (other than pursuant to an effective registration statement under the 1933 Act), unless and until, if requested by the Company, at the expense of Purchaser or transferee, Purchaser (i) Purchaser shall have notified the Company of the proposed disposition, and (ii) shall have furnished to the Company either (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the 1933 Act or (B) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto. Notwithstanding anything to the contrary contained herein, Purchaser is permitted to make a transfer or disposition of the Transferred Units to an Affiliate provided that such transfer complies with the terms of the LLC Agreement and such Affiliate assignee assumes all obligations of Purchaser under this Agreement, the Pledge Agreement and the Note, including making the representations set forth at Article 4 of this Agreement.

7.3 Lock-Up Agreement. Purchaser, if requested by the Company and the lead underwriter of any public offering of securities of the Company (the “Lead Underwriter”), hereby irrevocably agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose (other than any such sale, grant, transfer, pledge or other disposition by Purchaser to an Affiliate) of any interest in any securities during the period of duration following the effective date of a registration statement of the Company filed under the Securities Act specified by the Company and the Lead Underwriter but in no event exceeding a maximum period of 180 days (the “Lock-Up Period”); provided that no such lock-up agreement may be imposed on Purchaser unless all beneficial holders of 5% or more of the membership units of the Company are also subject to a lock-up agreement of no shorter duration and on terms no less onerous than those imposed on Purchaser. Purchaser further agrees to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agrees that the Company may impose stop-transfer instructions with respect to such securities subject until the end of the Lock-Up Period. The Company and Purchaser acknowledge that each Lead Underwriter of a public offering of the Company’s securities, during the period of such offering and the Lock-Up Period thereafter, is an intended beneficiary of this Section 7.3.

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8. Legends.

8.1 Specific Legends. All certificates for the Transferred Units shall bear substantially the following legends:

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. OTHER THAN THE PLEDGE OF THE UNITS REPRESENTED BY THIS CERTIFICATE PURSUANT TO A PLEDGE AGREEMENT WITH M&C INTERNATIONAL, UNITS MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR AN SEC “NO ACTION” LETTER STATING THAT THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE WITHOUT REGISTRATION WILL NOT RESULT IN AN SEC RECOMMENDATION THAT ACTION BE TAKEN WITH RESPECT THERETO.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE AND SHALL BE CERTIFICATED SECURITIES GOVERNED BY ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.

8.2 General Legends. The certificates for Transferred Units shall also bear any other legends required by applicable state corporate securities laws.

8.3 Company Ledger. In addition, the Company shall make a notation regarding the restrictions on transfer of the Transferred Units in its books, and Transferred Units shall be transferred on the books of the Company only if (i) such transfer complies with Section 7.2 hereof or (ii) transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Transferred Units and in accordance with the terms of the LLC Agreement.

9. Miscellaneous.

9.1 Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or

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appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

9.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.

9.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors. Notwithstanding the foregoing and except as provided in Section 7.4(g), none of the parties may not assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties (each a “transfer”) hereunder without the prior express written consent of Seller in the case of Purchaser or Purchaser in the case of the Company or Seller; provided that Seller and the Company may transfer to Affiliates without the prior consent of Purchaser.

9.4 Amendment. This Agreement may be amended only by a written agreement executed by each of the parties hereto.

9.5 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

9.6 Attorneys Fees. In the event of any suit, action or proceeding brought by any party for the breach by any other party of any term hereof, or to enforce any provision hereof, each party shall be responsible for bearing its own costs and expenses.

9.7 Exhibits. All Exhibits hereto shall be deemed to be a part of this Agreement and are fully incorporated in this Agreement by this reference.

9.8 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable, unless the ineffectiveness or invalidity of such provision would result in one or more of the parties hereto being deprived of a right constituting a fundamental benefit of its bargain hereunder.

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9.9 Survival of Obligations. All representations, warranties, covenants and obligations contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

9.10 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally, by courier or facsimile transmission or mailed (first class postage prepaid) to the parties at the addresses or facsimile numbers set forth below:

If to Seller, to:

M&C International

2350 Mission College Blvd., Suite 200

Santa Clara, CA 95054

Telephone: (408) 492-0034

Facsimile: (408) 492-9644

Attention: Karim Maskatiya

with a copy to:

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94304-1018

Telephone: (650) 813-5615

Facsimile: (650) 494-0792

Attention: Paul “Chip” L. Lion III

If to Purchaser, to:

Bank of America Corporation

600 Montgomery Street

San Francisco, CA 94111

Fax: (415) 913-6807

Telephone: (415) 913-6079

Attention: Gary M. Tsuyuki

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Telephone: (212) 859-8000

Facsimile: (212) 859-4000

Attention: Jeffrey Bagner and Michael Levitt

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9.11 No Third Party Beneficiaries. Except as expressly provided herein, this Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto or establish any third-party beneficiary of any of the obligations of the parties set forth herein.

9.12 Entire Agreement. This Agreement and the documents referred to herein and therein, and incorporated herein and therein by this reference, constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.

9.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Membership Unit Purchase Agreement as of the date first above written.

PURCHASER		SELLER
Bank of America Corporation		M & C International
By:	/s/    KAREN A. GOSNELL	By:	/s/    KARIM MASKATIYA
Title:	Senior Vice President	Title:	President
COMPANY
GCA Holdings, L.L.C.
By:	/s/    KIRK SANFORD
Title:	President

Exhibits

Exhibits	Title
Exhibit A	2.0% Note
Exhibit B	2.99% Note
Exhibit C	2.0% Pledge Agreement
Exhibit D	2.99% Pledge Agreement
Exhibit E	Membership Assignment
Exhibit F	Amended and Restated Limited Liability Company Agreement

EXHIBIT A

2.0% Note

EXHIBIT B

2.99% Note

EXHIBIT C

2.0% Pledge Agreement

EXHIBIT D

2.99% Pledge Agreement

EXHIBIT E

ASSIGNMENT OF MEMBERSHIP INTEREST

IN

GCA HOLDINGS, L.L.C.

M & C International, a Nevada corporation (“Assignor”) hereby assigns, transfers, grants and conveys to Bank of America Corporation, a Delaware Corporation (“Assignee”), all of the Assignor’s right, title and interest in and to 27.445 units of membership interest (the “Transferred Units”) in that certain limited liability company known as GCA Holdings, L.L.C., a Delaware limited liability company (the “Company”) and does hereby irrevocably constitute and appoint the President of the Company attorney to transfer the said Transferred Units in the books of the Company with full power of substitution.

It is Assignor’s intent that Assignee succeed to the Assignor’s interest as a substituted Member within the meaning of the Limited Liability Agreement of the Company (the “LLC Agreement”). Assignee hereby accepts this Assignment and agrees to become a Member and, by doing so, agrees to be bound by the provisions of the LLC Agreement as a Member.

This Assignment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

Executed as of March     , 2004.

“ASSIGNOR”	“ASSIGNEE”
M & C International	Bank of America Corporation
(Print name and title)	(Print name and title)
ACKNOWLEDGMENT:
GCA Holdings, L.L.C.
By
(Print name and title)

EXHIBIT F

Amended and Restated Limited Liability Company Agreement of GCA Holdings, L.L.C.

EX-10.17

Exhibit 10.17

AMENDMENT TO TREASURY SERVICES

TERMS AND CONDITIONS BOOKLET

ATM CASH SERVICES

This Amendment (“Amendment”), dated as of March 8, 2004, is to the Treasury Services Terms and Conditions Booklet executed by Global Cash Access, LLC on May 28, 2002 (the “Booklet”). Capitalized terms used but not defined in this Amendment will have the meanings given to them in the Booklet. Other terms are defined herein, including in the “Definitions” section below. In addition, the terms “we,” “us” and “our” refer to Bank of America, N.A., and “you” and “your” refer to Global Cash Access, L.L.C. The purpose of this Amendment is to describe the terms and conditions under which we will provide you with the ATM Cash Services, as described below.

ATM Cash Services

Our ATM Cash Services allow you to have us stock your ATMs with our cash, subject to the limitations set forth below. We will furnish all currency needed for the normal operating requirements of all ATMs in the amounts, denominations and under the delivery schedules to be mutually agreed between you, your Armored Carrier and us from time to time. All such currency shall be in a physical condition suitable for dispensing from automated teller machines. Once identified for ATM delivery and delivered to the Armored Carrier for delivery to a cash drawer in an ATM, such currency shall be considered “ATM Cash” for purposes of this Amendment.

Notwithstanding the foregoing, the aggregate total of all ATM Cash, sums due from the Network and any adjustments, chargebacks or other corrections provided under this Amendment, shall at no time exceed Three Hundred Million Dollars ($300,000,000). Should such amount be exceeded, we cannot assure you we will be able to stock each ATM.

The currency will be delivered to each ATM by the Armored Carrier. Our obligation to provide the ATM Cash to any ATM is subject to the Armored Carrier’s ability to obtain access to that ATM during the normal business hours of the premises on which the ATM is located. Notwithstanding anything in any other Service description in the Booklet, the Armored Carrier shall be your agent with respect to the possession, transportation and handling of ATM Cash, but as a condition to providing the ATM Cash Services described herein, the Armored Carrier shall execute the Armored Carrier Consent substantially in the form of Exhibit B hereto. You may replace any Armored Carrier at any time upon obtaining our prior written consent (which shall not be unreasonably withheld) and obtaining the execution of the Armored Carrier Consent by the replacement Armored Carrier. The Armored Carrier shall maintain records of all currency delivered to each ATM. Absent manifest error, in the event of any discrepancy between your records (including the records of the Armored Carrier) and ours, our records shall prevail for purposes of this Amendment.

Settlement

You understand that we have not yet entered into a formal agreement with the Reconcilement Agent to provide settlement services for us, but we expect the settlement process will occur as set forth below. In the event our final

1 Amendment to Treasury Services Terms and Conditions Booklet

agreement with the Reconcilement Agent changes this process, you agree to modify this Amendment accordingly.

By 8:00 a.m. on each Business Day, the Reconcilement Agent shall make available to us an electronic report which shall set forth the amount of ATM Cash withdrawn from all ATMs on the previous Business Day (and, if the previous day was not a Business Day, for each day prior for which no report had been provided). The report will have two components: a report with respect to transactions involving Electronic Check Authorizations (as defined below) and a report with respect to transactions other than Electronic Check Authorizations. These amounts for each day are called the “Reported ECA Withdrawals” and the “Reported Non-ECA Withdrawals”, respectively. An “Electronic Check Authorization” is a transaction in which a person who has previously enrolled in your program can access cash from an ATM through an electronic debit to that person’s checking account.

With respect to transactions other than Electronic Check Authorization transactions, the Network shall remit payment to our account no later than the Network Settlement Time (as defined below) on the next Business Day following the day on which the transaction is deemed to occur for all ATM Cash withdrawn from all ATMs with respect to such transactions. The amount so paid is called the “Payment for Non-ECA Withdrawals.”

With respect to transactions that involve Electronic Check Authorizations, the Network shall remit payment to our account no later than the Network Settlement Time on the second Business Day following the day on which the transaction is deemed to occur for all ATM Cash withdrawn from all ATMs with respect to such transactions. The amount so paid for each Business Day is called the “Payment for ECA Withdrawals.”

The “Network Settlement Time” is the time on a Business Day by which the Network performs its daily settlement of transactions consummated since the Network Settlement Time on the immediately preceding Business Day. Transactions that are consummated after the Network Settlement Time on a Business Day or on any day other than a Business Day shall be deemed to occur on the immediately succeeding Business Day.

Each Business Day, the Reconcilement Agent shall reconcile for us the Reported Non-ECA Withdrawals with the Payment for Non-ECA Withdrawals and the Reported ECA Withdrawals with the Payment for ECA Withdrawals. If: (i) the amount of the Payment for Non-ECA Withdrawals is greater than the Reported Non-ECA Withdrawals, we shall deposit the overage into the Settlement Account; (ii) the amount of the Payment for Non-ECA Withdrawals is less than the Reported Non-ECA Withdrawals, we shall withdraw the shortfall from the Settlement Account; (iii) the amount of the Payment for ECA Withdrawals is greater than the Reported ECA Withdrawals for the Business Day that is two Business Days prior, we shall deposit the overage into the Settlement Account; and (iv) the amount of the Payment for ECA Withdrawals is less than the Reported ECA Withdrawals for the Business Day that is two Business Days prior, we shall withdraw the shortfall from the Settlement Account. The deposits and withdrawals described in this paragraph are referred to as “Reconcilements” elsewhere in this Amendment.

As between you and us, you shall have sole responsibility to investigate and resolve any disputed or erroneous transaction, recover from the cardholder receiving the overpayment any overpayment made by any ATM, and to make an appropriate adjustment for any cardholder receiving an underpayment.

2 Amendment to Treasury Services Terms and Conditions Booklet

After each re-stocking of an ATM, we will receive a report from the Armored Carrier setting forth the aggregate amount of ATM Cash withdrawn from that ATM since the last report. If the Armored Carrier report shows that the aggregate amount of ATM Cash withdrawn from the ATM is greater than the amount reimbursed by the Network for that ATM for that same period, we shall debit the Settlement Account for the shortfall. If the Armored Carrier report shows that the aggregate amount of ATM Cash withdrawn from the ATM is less than the amount reimbursed by the Network for that ATM for that same period, we shall credit the Settlement Account for such overage. The credits and debits described in this paragraph are referred to as “Reconcilements” elsewhere in this Amendment.

You agree to maintain at all times a positive balance in the Settlement Account of at least Fifty Thousand Dollars ($50,000.00). If the balance in the Settlement Account shall ever fall below that amount, you shall, immediately upon notice from us, replenish the balance so it equals or exceeds that amount. You and we shall from time to time review the minimum amount required to be maintained in the Settlement Account, based upon transaction volumes, settlement discrepancies and other matters, and shall adjust that minimum amount appropriately upon mutual agreement (which shall not be unreasonably denied).

Transition Procedures

At a mutually agreed-upon time on the Transition Date, you and we will agree upon the amount of currency currently maintained in each ATM. We shall transmit that amount to you or your order on the Transition Date and as of that mutually agreed-upon time, all currency maintained in each ATM shall automatically become our sole and exclusive property and shall constitute ATM Cash under this Amendment. We agree to use our commercially reasonable efforts to coordinate with you and your existing provider of currency prior to the Transition Date in making this payment and transitioning your currency supply smoothly to us. We agree to make an adjusting credit or debit to the Settlement Account after the settlement process in the event the amount we transmitted to you was not correct.

Ownership of ATM Cash

You and we agree that all ATM Cash shall remain our property from the time it is picked up from our cash vaults by your Armored Carrier until such time as it is dispensed from any ATM in a cash withdrawal transaction; that none of the ATM Cash shall at any time become your property or that of any other person; that so long as we provide the ATM Cash Services under this Amendment, the only currency that will be placed in the ATMs shall be ours; and that neither you nor any person other than us and our agents has any possessory or ownership rights to the ATM Cash under Section 362 of the Bankruptcy Code (or any successor provision). Under no circumstances shall you commingle or cause the commingling of the ATM Cash with currency belonging to you or any other person. You shall take all steps necessary to ensure and to evidence that all ATM Cash remains our sole and exclusive property until it is dispensed from the ATMs.

Neither you nor any other person (other than the Armored Carrier and the ATM Service Provider) shall have any access to any of the ATM Cash, except as such use relates to the dispensing of any of the ATM Cash in a bona fide cash withdrawal transaction from an ATM.

In providing its routine maintenance services to the ATMs, the ATM Service Provider will from time to time require access to the cash drawer in the ATMs.

3 Amendment to Treasury Services Terms and Conditions Booklet

As a condition to providing the ATM Cash Services described herein, the ATM Service Provider shall execute the ATM Service Provider Consent, substantially in the form of Exhibit C hereto.

You shall give us exclusive dominion and control over the cash drawer in each ATM, provided that the Armored Carrier and ATM Service Provider shall have access to the ATM Cash but only to the extent necessary to carry out their duties as reflected in this Agreement and subject to the terms and conditions of the Armored Carrier Consent and the ATM Service Provider Consent, respectively. You may have access to the remainder of the ATM for the purpose of performing routine maintenance or repairs; but you may not have access to the cash drawer without the presence of our officer or agent.

Within 60 days following the date of this Amendment, you will cause a sticker to be affixed inside each ATM where the cash drawer of the ATM is accessed, which shall read as follows:

“ALL CASH IN THIS ATM IS THE SOLE AND EXCLUSIVE PROPERTY OF BANK OF AMERICA.”

You shall ensure that each ATM maintains such a sticker so long as this Amendment is in effect.

Assignment of Reimbursement Payments

You irrevocably assign to us all of your right, title and interest in and to the Reimbursements, and the right to receive such Reimbursements, in the amount of each and every withdrawal transaction of ATM Cash from an ATM. Such assignment includes all of your right with regard to all withdrawals of ATM Cash from the ATMs.

As a condition to providing the ATM Cash Services herein, you agree to obtain from the Processor its Consent to Assignment in substantially in the form of D-1 hereto. You shall use all commercially reasonable efforts to obtain from the Network its Consent to Assignment in the form of Exhibit D-2 hereto. You also agree that so long as we provide the ATM Cash Services herein, you shall not change the Processor or Network for any ATM without our prior written consent and without first obtaining from that new Network or Processor a Consent to Assignment, as appropriate.

Responsibility For Losses; Insurance

All risk of loss and liability with regard to the ATM Cash shall, as between you and us, be your responsibility, including but not limited to loss due to theft or destruction of the ATM Cash, malfunction of equipment or malfeasance by any of your employees, agents or franchisees, including the Armored Carrier and the ATM Service Provider. Such assumption of risks extends from the time currency identified for delivery to the ATMs is delivered to the Armored Carrier until the time it is dispensed from the ATM or redelivered to us by the Armored Carrier.

Without in any way limiting your assumption of risk as set forth in this Amendment, you shall maintain in force at all times the following insurance to protect you and us from risk of loss. You shall similarly cause the Armored Carrier and ATM Service Provider to maintain in force at all times the insurance set forth below. You shall provide us with certificates of insurance evidencing these coverages and, upon demand, certified copies of policies and endorsements. You shall name us as an additional insured on your Commercial General Liability and Umbrella Insurance using a form of endorsement that

4 Amendment to Treasury Services Terms and Conditions Booklet

provides us with coverage coextensive to that obtained by you and all the insurers shall waive subrogation against us. Such insurance shall be in such form and with a company or companies reasonably acceptable to us and shall require the insurers to provide us with at least 30 days’ prior written notice of any applicable cancellation, expiration or change in coverage under the policies. All insurance carried by you, Armored Carrier and ATM Service Provider shall be primary without the right of contribution from any insurance carried by us. The policies shall be written for not less than the following coverage limits:

(i) Workers’ Compensation - statutory limits for state(s) in which your, Armored Carrier’s and ATM Service Provider’s, as applicable, operations take place.

(ii) Employer’s Liability - minimum limits of $1,000,000 per occurrence.

(iii) Commercial General Liability, including bodily injury, property damage and personal injury, as provided in the Insurance Services Office (ISO) form CG 00 01 dated 11/85 (or insurance company equivalent) with coverage of not less than $1,000,000 per occurrence. This insurance or self-insurance program shall include contractual liability insurance coverage.

(iv) Umbrella Liability coverage of not less than $2,000,0000 per occurrence.

Representations and Warranties

In addition to the Representations and Warranties set forth in the Booklet, you represent and warrant to us that:

You are the owner of each ATM; upon our purchase of all currency contained in each ATM on the Transition Date, no other person has any current right, title or interest in or to any ATM. Your entering into this Amendment will not violate or otherwise conflict with the terms of any other agreement; no consent of any other person is required for you to enter into this Amendment.

Each ATM has a separate locking compartment or cash drawer for storage of the ATM Cash which can be accessed by use of a passcode or key different from the passcode or key used to open the remainder of the ATM. Each ATM has a security device which will identify the passcode of each person who accesses the cash drawer of the ATM.

With regard to each ATM, you maintain no keys or passcodes to open cash drawers to the ATMs, although the Armored Carrier and the ATM Service Provider shall have access to the cash drawers as set forth herein by possessing such passcodes or keys. Except with regard to the Armored Carrier and ATM Service Provider, no employee, franchisee, subcontractor or agent of yours shall have access to any ATM Cash.

None of the contracts you have with the Armored Carrier, the ATM Service Provider or any other person allow such person to successfully assert any interest of any kind, including but not limited to any lien, in or to the ATM Cash.

You agree that you shall be deemed to make and renew each representation and warranty in this Amendment in and as of each day on which the Service is provided.

5 Amendment to Treasury Services Terms and Conditions Booklet

Fees

You shall pay the fees for the ATM Cash Services set forth herein as set forth on Exhibit E hereto.

Termination

We will provide you with the ATM Cash Services for a period of three years following the Transition Date. We will not have the right to terminate the ATM Cash Services pursuant to the first sentence of the Termination section of the General Provisions portion of the Booklet. However, in addition to the matters listed in the Termination section of the General Provisions portion of the Booklet, each of the following events will give us the right to immediately terminate the ATM Cash Services and this Amendment at any time:

(i) You enter into an agreement or arrangement with any person other than us (“New Provider”) for that person to supply currency to any ATM while this Amendment is still in effect, provided that you may enter into such agreement with a New Provider which will take effect upon the termination of this Amendment and we will cooperate to facilitate the transfer of responsibility to such New Provider in an orderly manner including the reconciliation of our ATM Cash upon such transfer; or

(ii) You breach the security of any ATM so that you obtain or can obtain access to any ATM Cash, or if you take any action or make any material representation inconsistent with our sole and exclusive ownership of the ATM Cash, including but not limited to attempting to grant to others any right, title or interest in the ATM Cash.

General Matters

During the first three years we provide the ATM Cash Services to you, we may not change the terms and conditions upon which we provide the ATM Cash Services pursuant to this Amendment, or the fees we charge you for the ATM Cash Services, without your prior written consent. You may assign all of your rights and obligations with respect to the ATM Cash Services to any corporation into which you convert or with which you merge provided that the beneficial owners of your equity securities prior to such conversion or merger continue to hold a majority of the equity securities of the resulting or surviving corporation following such conversion or merger. To the extent that the terms of this Amendment are inconsistent or conflict with the Booklet, the terms of this Amendment shall govern and control our provision of the ATM Cash Services.

Upon our written request and with the approval of the relevant contractor, we shall be provided a copy of each of your agreements with the Network, the Processor, the Armored Carriers and the ATM Service Provider.

You agree that we may review your books, records and ATMs to the extent necessary and appropriate to verify your compliance with this Amendment and that any review may occur at any time during your normal business hours upon reasonable advance notice. You agree to provide to us, at no expense to us, such clerical and other assistance as may be reasonably requested with regard thereto.

Definitions

“Armored Carrier” means each of Bantek West, Inc. and Security Armored Express, Inc., with whom you have entered into contracts to supply each ATM with currency.

6 Amendment to Treasury Services Terms and Conditions Booklet

“ATM” means each automated teller machine owned or leased by you which is listed on Exhibit A hereto, as such exhibit may be amended from time to time upon mutual agreement of you and us (which agreement shall not be unreasonably withheld). You and we agree that additions to or deletions from the list of ATMs shall be evidenced by restated versions of Exhibit A which shall be effective as of the date of the revised Exhibit A after it is signed by both parties. Each such additional automated teller machine added to the list shall be considered an “ATM” for purposes of this Amendment. Only cardholders from whom the Networks can obtain Reimbursement can receive cash from ATMs.

“ATM Cash” means the currency taken from our cash vaults and in the process of being delivered to an ATM by the Armored Carrier, and the currency maintained in each ATM before it is disbursed to a cardholder making a withdrawal transaction, as more thoroughly described herein. ATM Cash is at all times owned by us.

“ATM Cash Services” means the ATM Cash Services provided by us to you by periodically stocking each ATM with ATM Cash, as further described in this Amendment.

“ATM Service Provider” means each of Diebold, Incorporated and Bantek Financial Technology Services, with whom you have contracted to provide maintenance services with regard to each ATM.

“Network” means each electronic payment network with whom you have contracted to cause the appropriate amount of funds to be withdrawn from the relevant cardholder’s account and to make Reimbursement payments for each withdrawal transaction.

“Processor” means USA Payments or its subcontractors with whom you have contracted to cause transactions to be submitted to the Networks for authorization and settlement.

“Reimbursement” means the payment by a Network for each withdrawal of ATM Cash from an ATM. Each Reimbursement payment consists of the amount of ATM Cash withdrawn from an ATM, plus the amount of any interchange or ATM usage fee (which we will deposit into the Settlement Account).

“Reconcilement Agent” means the company with whom we will have, by the Transition Date, contracted to provide reconciliation reports to us.

“Settlement Account” means account number 14591-21803, which you shall maintain with us so long as we provide the ATM Cash Services herein.

“Transition Date” means June 1, 2004 or such other date as you and we mutually agree upon.

7 Amendment to Treasury Services Terms and Conditions Booklet

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed as the date first set forth above by its duly authorized officer.

GLOBAL CASH ACCESS, L.L.C.		BANK OF AMERICA, N.A.
By:	/s/    KIRK E. SANFORD	By:	/s/    GEORGE W. SMITH
Name:	Kirk E. Sanford	Name:	George W. Smith
Title:	CEO	Title:	President - Bank of America Nevada

8 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT A

as of March 8, 2004

LIST OF ATMs

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
ALADDIN RESORT & CASINO	3060978	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ALADDIN RESORT & CASINO	3060979	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ALADDIN RESORT & CASINO	3060980	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ALADDIN RESORT & CASINO	3060981	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ALADDIN RESORT & CASINO	3060982	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ALADDIN RESORT & CASINO	3060983	3667 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ARAPAHOE PARK	3060775	26000 EAST QUINCY	AURORA	CO	80016
ARIZONA CHARLIE’S BOULDER	3060582	4575 BOULDER HWY	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S BOULDER	3060583	4575 BOULDER HWY	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S BOULDER	3060584	4575 BOULDER HWY	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S DECATUR	3060921	740 SOUTH DECATUR	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S DECATUR	3060922	740 SOUTH DECATUR	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S DECATUR	3060923	740 SOUTH DECATUR	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S DECATUR	3060924	740 SOUTH DECATUR	LAS VEGAS	NV	89121
ARIZONA CHARLIE’S DECATUR	3060925	740 SOUTH DECATUR	LAS VEGAS	NV	89121
ARTICHOKE JOE’S	3060722	659 HUNTINGTON AVE	SAN BRUNO	CA	94066
ARTICHOKE JOE’S	3060820	659 HUNTINGTON AVE	SAN BRUNO	CA	94066
ATLANTIC CITY HILTON	3061100	BOSTON & PACIFIC	ATLANTIC CITY	NJ	08401
ATLANTIC CITY HILTON	3061101	BOSTON & PACIFIC	ATLANTIC CITY	NJ	08401
ATLANTIC CITY HILTON	3061102	BOSTON & PACIFIC	ATLANTIC CITY	NJ	08401
ATLANTIS HOTEL	3060171	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
ATLANTIS HOTEL	3060172	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
ATLANTIS HOTEL	3060173	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
ATLANTIS HOTEL	3060174	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
ATLANTIS HOTEL	3060175	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
ATLANTIS HOTEL	3060176	3800 SOUTH VIRGINIA STREET	RENO	NV	89501
BALDINI’S GRAND PAVILIONCASINO	3060706	865 SOUTH ROCK BLVD	SPARKS	NV	89431
BALDINI’S GRAND PAVILIONCASINO	3060707	865 SOUTH ROCK BLVD	SPARKS	NV	89431
BALDINI’S GRAND PAVILIONCASINO	3060708	865 SOUTH ROCK BLVD	SPARKS	NV	89431
BALLYS ATLANTIC CITY - PARK PLACE	3061103	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - PARK PLACE	3061104	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - PARK PLACE	3061105	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - PARK PLACE	3061106	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - WILD WILD WEST	3061107	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - WILD WILD WEST	3061108	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - WILD WILD WEST	3061109	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - WILD WILD WEST	3061110	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLYS ATLANTIC CITY - WILD WILD WEST	3061111	1900 BOARDWALK	ATLANTIC CITY	NJ	08401
BALLY’S LAS VEGAS	3060077	3645 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BALLY’S LAS VEGAS	3060078	3645 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BALLY’S LAS VEGAS	3060447	3645 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BALLY’S LAS VEGAS	3060448	3645 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BARBARY COAST	3060905	3595 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BARBARY COAST	3060906	3595 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
BARLEY’S ACM	00616581	4500 EAST SUNSET	HENDERSON	NV	89014

A-1 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
BARLEY’S ACM	00634303	4500 EAST SUNSET	HENDERSON	NV	89014
BICYCLE CLUB CASINO	3060070	7301 EASTERN AVE	BELL GARDENS	CA	90201
BICYCLE CLUB CASINO	3060079	7301 EASTERN AVE	BELL GARDENS	CA	90201
BICYCLE CLUB CASINO	3060080	7301 EASTERN AVE	BELL GARDENS	CA	90201
BICYCLE CLUB CASINO	3060081	7301 EASTERN AVE	BELL GARDENS	CA	90201
BIGHORN CASINO	3060476	3016 EAST LAKE MEAD	LAS VEGAS	NV	89030
BINION’S HORSESHOE	3060745	128 EAST FREMONT ST	LAS VEGAS	NV	89101
BINION’S HORSESHOE	3060746	128 EAST FREMONT ST	LAS VEGAS	NV	89101
BINION’S HORSESHOE	3060747	128 EAST FREMONT ST	LAS VEGAS	NV	89101
BJ’S BINGO	3060701	4411 PACIFIC HWY EAST	FIFE	WA	98424
BLACK OAK CASINO	3060366	19400 TUOLOMNE ROAD NORTH	TUOLOMNE	CA	95379
BLACK OAK CASINO	3060367	19400 TUOLOMNE ROAD NORTH	TUOLOMNE	CA	95379
BLACK OAK CASINO	3060368	19400 TUOLOMNE ROAD NORTH	TUOLOMNE	CA	95379
BONANZA CASINO	3060502	4720 NORTH VIRGINIA STREET	RENO	NV	89506
BONANZA CASINO	3060618	4720 NORTH VIRGINIA STREET	RENO	NV	89506
BOOMTOWN	3060868	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN	3060869	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN	3060870	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN	3060871	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN	3060872	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN	3060873	I-80 WEST AT EXIT 4 GARSON RD	VERDI	NV	89439
BOOMTOWN BOSSIER CITY	3060692	300 RIVERSIDE DRIVE	BOSSIER CITY	LA	71115
BOOMTOWN BOSSIER CITY	3060838	300 RIVERSIDE DRIVE	BOSSIER CITY	LA	71115
BOOMTOWN BOSSIER CITY	3060865	300 RIVERSIDE DRIVE	BOSSIER CITY	LA	71115
BORDERTOWN CASINO RESTAURANT	3060496	19575 NORTH HWY 395	RENO	NV	89506
BORGATA ACM	00641977	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00641985	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00641993	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642009	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642017	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642025	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642033	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642108	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00642116	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BORGATA ACM	00670042	1 BORGATA WAY	ATLANTIC CITY	NJ	08401
BOULDER STATION	3060939	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060940	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060941	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060942	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060943	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060944	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060945	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060946	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060947	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060948	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BOULDER STATION	3060949	4111 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
BURRO INN	3060882	851 HWY 95 S	BEATTY	NV	89003
CACTUS JACK’S CASINO	3060440	420 NORTH CARSON	CARSON CITY	NV	89701
CAESAR’S PALACE ATLANTIC CITY	3061009	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061010	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061011	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061012	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401

A-2 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
CAESAR’S PALACE ATLANTIC CITY	3061013	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061014	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061015	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESAR’S PALACE ATLANTIC CITY	3061017	2100 PACIFIC AVE	ATLANTIC CITY	NJ	08401
CAESARS PALACE INDIANA	3060408	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060851	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060852	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060853	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060854	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060855	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060856	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060857	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060858	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3060859	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESARS PALACE INDIANA	3061118	11999 AVENUE OF THE EMPERORS	ELIZABETH	IN	47150
CAESAR’S PALACE LAKE TAHOE	3060562	55 HWY 50	STATELINE	NV	89449
CAESAR’S PALACE LAKE TAHOE	3060563	55 HWY 50	STATELINE	NV	89449
CAESAR’S PALACE LAKE TAHOE	3060564	55 HWY 50	STATELINE	NV	89449
CAESAR’S PALACE LAKE TAHOE	3060565	55 HWY 50	STATELINE	NV	89449
CAESAR’S PALACE LAKE TAHOE	3060585	55 HWY 50	STATELINE	NV	89449
CAESAR’S PALACE LAS VEGAS	3061002	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061005	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061006	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061003	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061004	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061079	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061122	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAESAR’S PALACE LAS VEGAS	3061123	3570 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CAL NEVA LODGE	3060663	2 STATELINE ROAD	CRYSTAL BAY	NV	89402
CALIFORNIA GRAND CASINO	3060749	5867 PACHECO BLVD	PACHECO	CA	94553
CALIFORNIA HOTEL	3060082	12 OGDEN AVE	LAS VEGAS	NV	89125
CALIFORNIA HOTEL	3060083	12 OGDEN AVE	LAS VEGAS	NV	89125
CALIFORNIA HOTEL	3060084	12 OGDEN AVE	LAS VEGAS	NV	89125
CARSON NUGGET	3060658	507 NORTH CARSON	CARSON CITY	NV	89702
CARSON NUGGET	3060659	507 NORTH CARSON	CARSON CITY	NV	89702
CARSON VALLEY INN	3060185	1627 HIGHWAY 395 NORTH	MINDEN	NV	89423
CARSON VALLEY INN	3060309	1627 HIGHWAY 395 NORTH	MINDEN	NV	89423
CASABLANCA	3060750	915 MESQUITE	MESQUITE	NV	89024
CASABLANCA	3060751	915 MESQUITE	MESQUITE	NV	89024
CASINO ARIZONA - P1 ACM	00622639	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00622704	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00622779	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00638338	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00638403	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00638478	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - P1 ACM	00655720	524 NORTH 92ND STREET	SCOTTSDALE	AZ	85256
CASINO ARIZONA - T2 ACM	00622845	101 HIGHWAY AND INDIAN BEND	SCOTTSDALE	AZ	85256
CASINO ARIZONA - T2 ACM	00626606	101 HIGHWAY AND INDIAN BEND	SCOTTSDALE	AZ	85256
CASINO ARIZONA - T2 ACM	00626671	101 HIGHWAY AND INDIAN BEND	SCOTTSDALE	AZ	85256
CASINO ARIZONA - T2 ACM	00655589	101 HIGHWAY AND INDIAN BEND	SCOTTSDALE	AZ	85256
CASINO ARIZONA - T2 ACM	00655613	101 HIGHWAY AND INDIAN BEND	SCOTTSDALE	AZ	85256
CASINO DEL SOL ACM	00653790	5655 WEST VALENCIA ROAD	TUCSON	AZ	85746

A-3 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
CASINO DEL SOL ACM	00653873	5655 WEST VALENCIA ROAD	TUCSON	AZ	85746
CASINO DEL SOL ACM	00654012	5655 WEST VALENCIA ROAD	TUCSON	AZ	85746
CASINO DEL SOL ACM	00654087	5655 WEST VALENCIA ROAD	TUCSON	AZ	85746
CASINO DEL SOL ACM	00654418	5655 WEST VALENCIA ROAD	TUCSON	AZ	85746
CASINO FANDAGO	3061074	3800 SOUTH CARSON	CARSON CITY	NV	89701
CASINO MAGIC BILOXI	3060441	195 BEACH RD	BILOXI	MS	39530
CASINO MAGIC BILOXI	3060442	195 BEACH RD	BILOXI	MS	39530
CASINO MAGIC BILOXI	3060443	195 BEACH RD	BILOXI	MS	39530
CASINO MAGIC BILOXI	3061050	195 BEACH RD	BILOXI	MS	39530
CASINO MONTELAGO	3061051	8 STRATA D’VILLAGIO	HENDERSON	NV	89011
CASINO MONTELAGO	3061052	8 STRATA D’VILLAGIO	HENDERSON	NV	89011
CASINO PAUMA	3060369	777 PAUMA RESERVATION BLVD	PAUMA VALLEY	CA	92061
CASINO PAUMA	3060370	777 PAUMA RESERVATION BLVD	PAUMA VALLEY	CA	92061
CASINO QUEEN ACM	00632489	200 SOUTH FRONT ST	EAST ST LOUIS	IL	62201
CASINO QUEEN ACM	00632554	200 SOUTH FRONT ST	EAST ST LOUIS	IL	62201
CASINO QUEEN ACM	00632638	200 SOUTH FRONT ST	EAST ST LOUIS	IL	62201
CASINO QUEEN ACM	00632703	200 SOUTH FRONT ST	EAST ST LOUIS	IL	62201
CASINO QUEEN ACM	00632786	200 SOUTH FRONT ST	EAST ST LOUIS	IL	62201
CASINO ROCK ISLAND	3060072	1735 FIRST AVE	ROCK ISLAND	IL	61201
CASINO ROCK ISLAND	3060073	1735 FIRST AVE	ROCK ISLAND	IL	61201
CASINO ROCK ISLAND	3060074	1735 FIRST AVE	ROCK ISLAND	IL	61201
CASINO ROYALE	3060186	3411 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CASUARINA CASINO RESORT	3061086	160 EAST FLAMINGO ROAD	LAS VEGAS	NV	89109
CHER-AE HEIGHTS	3060816	27 SCENIC DRIVE	TRINIDAD	CA	95570
CHER-AE HEIGHTS	3060817	27 SCENIC DRIVE	TRINIDAD	CA	95570
CHINOOK WINDS GAMING	3060778	1500 NW 40TH ST	LINCOLN CITY	OR	97367
CHINOOK WINDS GAMING	3060779	1500 NW 40TH ST	LINCOLN CITY	OR	97367
CHINOOK WINDS GAMING	3060780	1500 NW 40TH ST	LINCOLN CITY	OR	97367
CHINOOK WINDS GAMING	3060781	1500 NW 40TH ST	LINCOLN CITY	OR	97367
CHINOOK WINDS GAMING	3060782	1500 NW 40TH ST	LINCOLN CITY	OR	97367
CHUKCHANSI GOLD RESORT & CASINO ACM	00651240	46622 ROAD 417	COARSE GOLD	CA	93614
CHUKCHANSI GOLD RESORT & CASINO ACM	00651315	46622 ROAD 417	COARSE GOLD	CA	93614
CHUKCHANSI GOLD RESORT & CASINO ACM	00651406	46622 ROAD 417	COARSE GOLD	CA	93614
CHUKCHANSI GOLD RESORT & CASINO ACM	00651471	46622 ROAD 417	COARSE GOLD	CA	93614
CHUKCHANSI GOLD RESORT & CASINO ACM	00651547	46622 ROAD 417	COARSE GOLD	CA	93614
CHUKCHANSI GOLD RESORT & CASINO ACM	00651612	46622 ROAD 417	COARSE GOLD	CA	93614
CIRCUS CIRCUS LAS VEGAS	3060888	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060889	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060890	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060891	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060892	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060893	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060894	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS LAS VEGAS	3060887	2880 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
CIRCUS CIRCUS RENO	3060709	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060710	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060711	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060712	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060713	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060714	500 NORTH SIERRA	RENO	NV	89503
CIRCUS CIRCUS RENO	3060715	500 NORTH SIERRA	RENO	NV	89503
CLIFF CASTLE	3060841	555 MIDDLE VERDE RD	CAMP VERDE	AZ	86322

A-4 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
CLIFF CASTLE	3060842	555 MIDDLE VERDE RD	CAMP VERDE	AZ	86322
CLIFF CASTLE	3060843	555 MIDDLE VERDE RD	CAMP VERDE	AZ	86322
CLUB CAL NEVA	3060187	38 EAST SECOND	RENO	NV	89505
CLUB CAL NEVA	3060188	38 EAST SECOND	RENO	NV	89505
CLUB CAL NEVA	3060189	38 EAST SECOND	RENO	NV	89505
CLUB CAL NEVA VIRGINIAN	3060191	140 NORTH VIRGINIA STREET	RENO	NV	89505
COEUR D’ALENE TRIBAL BINGO / CASINO	3060381	27068 US HWY 95	WORLEY	ID	83875
COEUR D’ALENE TRIBAL BINGO / CASINO	3060382	27068 US HWY 95	WORLEY	ID	83875
COEUR D’ALENE TRIBAL BINGO / CASINO	3060383	27068 US HWY 95	WORLEY	ID	83875
COEUR D’ALENE TRIBAL BINGO / CASINO	3060384	27068 US HWY 95	WORLEY	ID	83875
COEUR D’ALENE TRIBAL BINGO / CASINO	3060385	27068 US HWY 95	WORLEY	ID	83875
COLORADO BELLE	3060932	2100 SOUTH CASINO DR	LAUGHLIN	NV	89029
COLORADO BELLE	3060933	2100 SOUTH CASINO DR	LAUGHLIN	NV	89029
COLORADO BELLE	3060934	2100 SOUTH CASINO DR	LAUGHLIN	NV	89029
COLORADO BELLE	3060935	2100 SOUTH CASINO DR	LAUGHLIN	NV	89029
COLORADO CENTRAL STATION	3060755	340 MAIN STREET	BLACK HAWK	CO	80422
COLORADO CENTRAL STATION	3060756	340 MAIN STREET	BLACK HAWK	CO	80422
COLORADO CENTRAL STATION	3060757	340 MAIN STREET	BLACK HAWK	CO	80422
COLORADO CENTRAL STATION	3060758	340 MAIN STREET	BLACK HAWK	CO	80422
COULEE DAM CASINO	3060699	515 BIRCH ST	COULEE DAM	WA	99155
CRYSTAL PARK	3060850	123 EAST ARTESIA	COMPTON	CA
DANNY’S SLOT COUNTRY	3060474	4213 SOUTH BOULDER HWY	LAS VEGAS	NV	89121
DAYTON DEPOT	3060479	755 HWY 50 E	DAYTON	NV	89403
EDGEWATER HOTEL	3060936	2020 SOUTH CASINO DR	LAUGHLIN	NV	89029
EDGEWATER HOTEL	3060937	2020 SOUTH CASINO DR	LAUGHLIN	NV	89029
EDGEWATER HOTEL	3060938	2020 SOUTH CASINO DR	LAUGHLIN	NV	89029
EL CORTEZ HOTEL	3060876	600 EAST FREMONT	LAS VEGAS	NV	89101
EL CORTEZ HOTEL	3060877	600 EAST FREMONT	LAS VEGAS	NV	89101
EL CORTEZ HOTEL	3060878	600 EAST FREMONT	LAS VEGAS	NV	89101
ELDORADO CASINO	3060085	140 SOUTH WATER STREET	HENDERSON	NV	89105
ELDORADO CASINO	3060086	140 SOUTH WATER STREET	HENDERSON	NV	89105
ELDORADO HOTEL & CASINO	3060635	345 N VIRGINIA STREET	RENO	NV	89510
ELDORADO HOTEL & CASINO	3060636	345 N VIRGINIA STREET	RENO	NV	89510
ELDORADO HOTEL & CASINO	3060637	345 N VIRGINIA STREET	RENO	NV	89510
ELDORADO HOTEL & CASINO	3060638	345 N VIRGINIA STREET	RENO	NV	89510
ELDORADO HOTEL & CASINO	3060639	345 N VIRGINIA STREET	RENO	NV	89510
ELDORADO HOTEL & CASINO	3060640	345 N VIRGINIA STREET	RENO	NV	89510
EUREKA CASINO	3060664	595 EAST SAHARA AVE	LAS VEGAS	NV	89104
EUREKA CASINO HOTEL	3060752	201 MESA BLVD	MESQUITE	NV	89027
EUREKA CASINO HOTEL	3061083	201 MESA BLVD	MESQUITE	NV	89027
EXCALIBUR	3061032	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061033	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061034	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061035	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061036	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061037	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061038	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
EXCALIBUR	3061039	3850 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FIESTA CASINO HOTEL	3060087	2400 NORTH RANCHO DRIVE	N LAS VEGAS	NV	89130
FIESTA CASINO HOTEL	3060088	2400 NORTH RANCHO DRIVE	N LAS VEGAS	NV	89130
FIESTA CASINO HOTEL	3060089	2400 NORTH RANCHO DRIVE	N LAS VEGAS	NV	89130
FIESTA CASINO HOTEL	3060090	2400 NORTH RANCHO DRIVE	N LAS VEGAS	NV	89130

A-5 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
FIESTA CASINO HOTEL	3060091	2400 NORTH RANCHO DRIVE	N LAS VEGAS	NV	89130
FIESTA HENDERSON	3060269	777 WEST LAKE MEAD DRIVE	HENDERSON	NV	89015
FIESTA HENDERSON	3060270	777 WEST LAKE MEAD DRIVE	HENDERSON	NV	89015
FIESTA HENDERSON	3060271	777 WEST LAKE MEAD DRIVE	HENDERSON	NV	89015
FIESTA HENDERSON	3060272	777 WEST LAKE MEAD DRIVE	HENDERSON	NV	89015
FIESTA HENDERSON	3060273	777 WEST LAKE MEAD DRIVE	HENDERSON	NV	89015
FINGER LAKES RACE CO	3060010	5857 ROUTE 96	FARMINGTON	NY	14425
FITZGERALD’S RENO	3060194	255 NORTH VIRGINIA STREET	RENO	NV	89504
FITZGERALD’S RENO	3060195	255 NORTH VIRGINIA STREET	RENO	NV	89504
FITZGERALD’S RENO	3060196	255 NORTH VIRGINIA STREET	RENO	NV	89504
FLAMINGO HILTON LAS VEGAS	3060973	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAS VEGAS	3060974	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAS VEGAS	3060975	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAS VEGAS	3060976	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAS VEGAS	3060977	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAS VEGAS	3061117	3555 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FLAMINGO HILTON LAUGHLIN	3060792	1900 SOUTH CASINO DR	LAUGHLIN	NV	89029
FLAMINGO HILTON LAUGHLIN	3060793	1900 SOUTH CASINO DR	LAUGHLIN	NV	89029
FLAMINGO HILTON LAUGHLIN	3060794	1900 SOUTH CASINO DR	LAUGHLIN	NV	89029
FLAMINGO HILTON LAUGHLIN	3060795	1900 SOUTH CASINO DR	LAUGHLIN	NV	89029
FOOTHILL RANCH	3060766	3377 NORTH RANCHO	LAS VEGAS	NV	89130
FOOTHILLS EXPRESS	3060767	714 NORTH RAINBOW	LAS VEGAS	NV	89129
FORT MCDOWELL	3060641	10424 FORT MCDOWELL RD	SCOTTSDALE	AZ	85269
FORT MCDOWELL	3060642	10424 FORT MCDOWELL RD	SCOTTSDALE	AZ	85269
FORT MCDOWELL	3060643	10424 FORT MCDOWELL RD	SCOTTSDALE	AZ	85269
FORT MCDOWELL ACM	00669358	10424 FORT MCDOWELL RD	SCOTTSDALE	AZ	85269
FORT MCDOWELL ACM	00669424	10424 FORT MCDOWELL RD	SCOTTSDALE	AZ	85269
FORTUNE VALLEY	3060110	321 GREGORY STREET	CENTRAL CITY	CO	80427
FORTUNE VALLEY	3060112	321 GREGORY STREET	CENTRAL CITY	CO	80427
FORTUNE VALLEY	3060113	321 GREGORY STREET	CENTRAL CITY	CO	80427
FOUR WAY CASINO	3060533	I-80 AT HWY 93	WELLS	NV	89835
FOXWOODS ACM	00643015	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00643080	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00643155	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00643973	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644047	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644112	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644187	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644252	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644328	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644393	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644468	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644534	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644609	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644674	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644740	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644815	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644880	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00644955	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645028	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645093	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645168	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338

A-6 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
FOXWOODS ACM	00645234	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645309	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645374	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645515	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645580	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645655	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645721	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645796	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645861	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00645937	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00646000	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00646075	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00646158	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00646224	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00646299	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FOXWOODS ACM	00656199	39 NORWICH WESTERLY RD	MASHANTUCKET	CT	06338
FREMONT HOTEL & CASINO	3060092	200 EAST FREMONT STREET	LAS VEGAS	NV	89101
FREMONT HOTEL & CASINO	3060093	200 EAST FREMONT STREET	LAS VEGAS	NV	89101
FRONTIER HOTEL	3060197	3120 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FRONTIER HOTEL	3060198	3120 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
FRONTIER HOTEL	3060199	3120 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
GARDEN CITY CASINO	3060726	360 S SARATOGA AVE	SAN JOSE	CA	94596
GCA - CENTRAL CREDIT	3060791	3525 EAST POST ROAD	LAS VEGAS	NV	89120
GCA SUITE 120	3060353	3525 EAST POST ROAD	LAS VEGAS	NV	89120
GILA RIVER LONE BUTTE ACM	00629378	1200 SOUTH 56TH STREET	CHANDLER	AZ	85226
GILA RIVER LONE BUTTE ACM	00629444	1200 SOUTH 56TH STREET	CHANDLER	AZ	85226
GILA RIVER LONE BUTTE ACM	00629519	1200 SOUTH 56TH STREET	CHANDLER	AZ	85226
GILA RIVER WILDHORSE PASS ACM	00629584	5550 WILD HORSE PASS	CHANDLER	AZ	85226
GILA RIVER WILDHORSE PASS ACM	00629998	5550 WILD HORSE PASS	CHANDLER	AZ	85226
GILA RIVER WILDHORSE PASS ACM	00630061	5550 WILD HORSE PASS	CHANDLER	AZ	85226
GILA RIVER WILDHORSE PASS ACM	00630137	5550 WILD HORSE PASS	CHANDLER	AZ	85226
GILA RIVER WILDHORSE PASS ACM	00630202	5550 WILD HORSE PASS	CHANDLER	AZ	85226
GILPIN HOTEL	3060343	111 MAIN STREET	BLACK HAWK	CO	80422
GILPIN HOTEL	3060344	111 MAIN STREET	BLACK HAWK	CO	80422
GOLD COAST	3060926	4000 WEST FLAMINGO	LAS VEGAS	NV	89103
GOLD COAST	3060927	4000 WEST FLAMINGO	LAS VEGAS	NV	89103
GOLD COAST	3060929	4000 WEST FLAMINGO	LAS VEGAS	NV	89103
GOLD COAST	3060930	4000 WEST FLAMINGO	LAS VEGAS	NV	89103
GOLD COAST	3060931	4000 WEST FLAMINGO	LAS VEGAS	NV	89103
GOLD COUNTRY MOTOR INN	3060532	2050 IDAHO ST	ELKO	NV	89801
GOLD DUST WEST	3060200	444 VINE STREET	RENO	NV	89503
GOLD DUST WEST	3060340	444 VINE STREET	RENO	NV	89503
GOLD RANCH	3060492	I-80 AT HWY 40	VERDI	NV	89439
GOLD RUSH	3060460	1195 WEST SUNSET RD	HENDERSON	NV	89015
GOLD SPIKE	3060860	400 EAST OGDEN	LAS VEGAS	NV	89101
GOLD STRIKE	3060844	#1 MAIN STREET -I - 15 SOUTH AT JEAN	JEAN	NV	89019
GOLD STRIKE	3060845	#1 MAIN STREET - I -15 SOUTH AT JEAN	JEAN	NV	89019
GOLD STRIKE - MOBIL STATION	3060846	#1 MAIN STREET - I-15 SOUTH AT JEAN	JEAN	NV	89019
GOLD STRIKE MISSISSIPPI ACM	00603977	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLD STRIKE MISSISSIPPI ACM	00604041	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLD STRIKE MISSISSIPPI ACM	00604116	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLD STRIKE MISSISSIPPI ACM	00604181	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664

A-7 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
GOLD STRIKE MISSISSIPPI ACM	00604256	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLD STRIKE MISSISSIPPI ACM	00604322	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLD STRIKE MISSISSIPPI ACM	00604397	1010 CASINO CENTER DR	ROBINSONVILLE	MS	38664
GOLDEN GATE	3060438	1 EAST FREMONT ST	LAS VEGAS	NV	89101
GOLDEN PHOENIX	3060808	255 NORTH SIERRA	RENO	NV	89501
GOLDEN PHOENIX ANNEX	3060807	243 NORTH VIRGINIA STREET	RENO	NV	89501
GRAND VICTORIA ELGIN ACM	00604652	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00604942	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605006	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605071	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605147	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605212	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605287	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605352	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605428	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605493	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00605568	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00617712	250 SOUTH GROVE AVE	ELGIN	IL	60120
GRAND VICTORIA ELGIN ACM	00617787	250 SOUTH GROVE AVE	ELGIN	IL	60120
GREEKTOWN ACM	00603506	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEKTOWN ACM	00603571	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEKTOWN ACM	00603647	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEKTOWN ACM	00603712	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEKTOWN ACM	00603787	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEKTOWN ACM	00603852	555 EAST LAFAYETTE BLVD	DETROIT	MI	48226
GREEN VALLEY RANCH	3060427	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060428	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060429	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060430	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060431	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060432	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060444	2300 PASEO VERDE DR	HENDERSON	NV	89012
GREEN VALLEY RANCH	3060446	2300 PASEO VERDE DR	HENDERSON	NV	89012
HACIENDA	3060883	US HWY 93	BOULDER CITY	NV	89005
HARD ROCK	3060094	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARD ROCK	3060095	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARD ROCK	3060096	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARD ROCK	3060097	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARD ROCK	3060098	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARD ROCK	3060099	4455 PARADISE ROAD	LAS VEGAS	NV	89109
HARRAH’S AK-CHIN	3060201	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3060202	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3060203	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3060204	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3060205	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3061007	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3061008	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3061075	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S AK-CHIN	3061084	15406 MARICOPA RD	MARICOPA	AZ	85239
HARRAH’S BILL’S CASINO	3060178	27 HIGHWAY 50	STATELINE	NV	89449
HARRAH’S BILL’S CASINO	3060179	27 HIGHWAY 50	STATELINE	NV	89449
HARRAH’S HARVEYS LAKE TAHOE	3060104	HIGHWAY 50	STATELINE	NV	89449

A-8 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
HARRAH’S HARVEYS LAKE TAHOE	3060105	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S HARVEYS LAKE TAHOE	3060106	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S HARVEYS LAKE TAHOE	3060107	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S HARVEYS LAKE TAHOE	3060108	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S HARVEYS LAKE TAHOE	3061099	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S JOLIET	3060520	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060521	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060522	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060523	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060524	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060525	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060526	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060527	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S JOLIET	3060528	150 NORTH SCOTT STREET	JOLIET	IL	60432
HARRAH’S LAKE CHARLES	3060319	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060320	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060321	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060322	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060323	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060324	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060325	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060326	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060327	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE CHARLES	3060328	800 BILBO STREET	LAKE CHARLES	LA	70601
HARRAH’S LAKE TAHOE	3060220	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060221	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060222	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060223	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060224	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060226	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060227	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAKE TAHOE	3060228	HIGHWAY 50	STATELINE	NV	89449
HARRAH’S LAS VEGAS ACM	00595116	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00595124	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00601203	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00638619	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00638684	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00638916	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00639013	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00639278	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00639344	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAS VEGAS ACM	00639450	3475 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89101
HARRAH’S LAUGHLIN	3060100	2900 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
HARRAH’S LAUGHLIN	3060101	2900 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
HARRAH’S LAUGHLIN	3060102	2900 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
HARRAH’S LAUGHLIN	3060103	2900 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
HARRAH’S LAUGHLIN CONVENIENCE STORE	3060835	2905 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
HARRAH’S NORTH KANSAS CITY	3060386	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060387	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060388	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060389	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060390	1 RIVERBOAT DR	N KANSAS CITY	MO	64116

A-9 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
HARRAH’S NORTH KANSAS CITY	3060391	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060392	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060393	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060394	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060395	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060396	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3060397	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S NORTH KANSAS CITY	3061116	1 RIVERBOAT DR	N KANSAS CITY	MO	64116
HARRAH’S RENO	3060215	216 NORTH VIRGINIA STREET	RENO	NV	89501
HARRAH’S RENO	3060216	216 NORTH VIRGINIA STREET	RENO	NV	89501
HARRAH’S RENO	3060217	216 NORTH VIRGINIA STREET	RENO	NV	89501
HARRAH’S RENO	3060218	216 NORTH VIRGINIA STREET	RENO	NV	89501
HARRAH’S RENO	3060219	216 NORTH VIRGINIA STREET	RENO	NV	89501
HARRAH’S RINCON CASINO ACM	00599332	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RINCON CASINO ACM	00599340	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RINCON CASINO ACM	00599357	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RINCON CASINO ACM	00599423	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RINCON CASINO ACM	00599498	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RINCON CASINO ACM	00599621	33750 VALLEY CENTER RD	VALLEY CENTER	CA	92082
HARRAH’S RIO SUITES RESORT & CASINO	3060612	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637421	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637496	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637561	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637660	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637769	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637835	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637900	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00637975	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00638049	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S RIO SUITES RESORT & CASINO ACM	00638114	3700 WEST FLAMINGO	LAS VEGAS	NV	89103
HARRAH’S SHOWBOAT ATLANTIC CITY	3060542	800 BOARDWALK	ATLANTIC CITY	NJ	08401
HARRAH’S SHOWBOAT ATLANTIC CITY	3060543	800 BOARDWALK	ATLANTIC CITY	NJ	08401
HARRAH’S SHOWBOAT ATLANTIC CITY	3060544	800 BOARDWALK	ATLANTIC CITY	NJ	08401
HARRAH’S ST LOUIS	3060451	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060452	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060454	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060671	777 CASINO CENTER DR STE 1	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060673	777 CASINO CENTER DR STE 1	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060674	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060675	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060676	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060677	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060678	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060679	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S ST LOUIS	3060680	777 CASINO CENTER DR	MARYLAND HEIGHTS	MO	63043
HARRAH’S TUNICA ACM	00636977	1100 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HARRAH’S TUNICA ACM	00637041	1100 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HARRAH’S TUNICA ACM	00637116	1100 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HARRAH’S TUNICA ACM	00637181	1100 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HAVANA PARK RACETRACK	3060777	10750 EAST ILIFF AVE	AURORA	CO	80014
HAVASU LANDING	3060685	1 MAIN STREET	LAKE HAVASU	CA	92363
HAWAIIAN GARDENS	3060681	11871 CARSON ST	HAWAIIAN GARDENS	CA	90716

A-10 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
HAWAIIAN GARDENS	3060682	11871 CARSON ST	HAWAIIAN GARDENS	CA	90716
HAWAIIAN GARDENS	3060683	11871 CARSON ST	HAWAIIAN GARDENS	CA	90716
HAWAIIAN GARDENS	3060684	11871 CARSON ST	HAWAIIAN GARDENS	CA	90716
HOBEY’S	3060491	5795 SUN VALLEY DR	SUN VALLEY	NV	89433
HOLLYWOOD CASINO TUNICA	3060590	1150 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HOLLYWOOD CASINO TUNICA	3060591	1150 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HOLLYWOOD CASINO TUNICA	3060592	1150 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HOLLYWOOD CASINO TUNICA	3060593	1150 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HOLLYWOOD CASINO TUNICA	3060594	1150 CASINO STRIP BLVD	ROBINSONVILLE	MS	38664
HOLLYWOOD PARK ACM	00632125	3883 W CENTURY BLVD	INGLEWOOD	CA	90301
HOLLYWOOD PARK ACM	00632190	3883 W CENTURY BLVD	INGLEWOOD	CA	90301
HOLLYWOOD PARK ACM	00632265	3883 W CENTURY BLVD	INGLEWOOD	CA	90301
HORSESHOE ROBINSONVILLE	3060907	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060908	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060909	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060910	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060911	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060912	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HORSESHOE ROBINSONVILLE	3060913	1021 CASINO CENTER DR	ROBINSONVILLE	MS	38664
HOTEL SAN REMO	3060736	115 EAST TROPICANA	LAS VEGAS	NV	89109
HUSTLER	3060732	1000 WEST RODONDO BEACH BLVD	GARDENA	CA	90247
HUSTLER	3060733	1000 WEST RODONDO BEACH BLVD	GARDENA	CA	90247
IMPERIAL PALACE	3060234	3535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
IMPERIAL PALACE	3060235	3535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
IMPERIAL PALACE	3060236	3535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
IMPERIAL PALACE	3060237	3535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
IMPERIAL PALACE BILOXI	3060534	850 BAYVIEW	BILOXI	MS	39530
IMPERIAL PALACE BILOXI	3060535	850 BAYVIEW	BILOXI	MS	39530
IMPERIAL PALACE BILOXI	3060536	850 BAYVIEW	BILOXI	MS	39530
IMPERIAL PALACE BILOXI	3060537	850 BAYVIEW	BILOXI	MS	39530
JOHN ASCUAGAS NUGGET	3060244	1100 NUGGET AVE	SPARKS	NV	89431
JOHN ASCUAGAS NUGGET	3060245	1100 NUGGET AVE	SPARKS	NV	89431
JOHN ASCUAGAS NUGGET	3060246	1100 NUGGET AVE	SPARKS	NV	89431
JOHN ASCUAGAS NUGGET	3060247	1100 NUGGET AVE	SPARKS	NV	89431
JOHN ASCUAGAS NUGGET	3060248	1100 NUGGET AVE	SPARKS	NV	89431
JOKER’S WILD	3060116	920 BOULDER HWY	HENDERSON	NV	89104
JOKER’S WILD	3060117	920 BOULDER HWY	HENDERSON	NV	89104
KEY LARGO	3060455	377 EAST FLAMINGO	LAS VEGAS	NV	89109
LAKE ELSINORE	3060783	20930 MALAGA ROAD	LAKE ELSINORE	CA	95230
LAKE TAHOE HORIZON	3060539	50 HWY 50	STATELINE	NV	89449
LAKE TAHOE HORIZON	3060540	50 HWY 50	STATELINE	NV	89449
LAKE TAHOE HORIZON	3060541	50 HWY 50	STATELINE	NV	89449
LAS VEGAS CLUB	3060716	18 EAST FREMONT ST	LAS VEGAS	NV	89101
LAS VEGAS CLUB	3060717	18 EAST FREMONT ST	LAS VEGAS	NV	89101
LAS VEGAS HILTON	3060899	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LAS VEGAS HILTON	3060900	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LAS VEGAS HILTON	3060901	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LAS VEGAS HILTON	3060902	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LAS VEGAS HILTON	3060903	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LAS VEGAS HILTON	3060904	3000 PARADISE ROAD	LAS VEGAS	NV	89109
LINCOLN GREYHOUND PARK	3060456	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060457	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865

A-11 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
LINCOLN GREYHOUND PARK	3060458	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060459	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060760	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060761	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060762	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060763	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060764	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060765	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060829	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3060830	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3061071	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LINCOLN GREYHOUND PARK	3061072	1600 LOUISQUISSET PIKE	LINCOLN CITY	RI	02865
LITTLE CREEK	3060400	WEST 91-HWY 108	SHELTON	WA	98584
LITTLE CREEK	3060401	WEST 91-HWY 108	SHELTON	WA	98584
LITTLE RIVER CASINO	3060688	2700 ORCHARD HWY	MANISTEE	MI	49660
LITTLE RIVER CASINO	3060689	2700 ORCHARD HWY	MANISTEE	MI	49660
LITTLE RIVER CASINO	3060690	2700 ORCHARD HWY	MANISTEE	MI	49660
LITTLE RIVER CASINO	3060734	2700 ORCHARD HWY	MANISTEE	MI	49660
LITTLE RIVER CASINO	3060735	2700 ORCHARD HWY	MANISTEE	MI	49660
LODGE CASINO	3060250	240 MAIN STREET	BLACK HAWK	CO	80422
LODGE CASINO	3060251	240 MAIN STREET	BLACK HAWK	CO	80422
LODGE CASINO	3060252	240 MAIN STREET	BLACK HAWK	CO	80422
LODGE CASINO	3060253	240 MAIN STREET	BLACK HAWK	CO	80422
LONGHORN CASINO	3060566	5288 BOULDER HWY	LAS VEGAS	NV	89122
LUCKY CHANCES CARD ROOM	3060720	1700 HILLSIDE BLVD	COLMA	CA	94014
LUCKY CHANCES CARD ROOM	3060721	1700 HILLSIDE BLVD	COLMA	CA	94014
LUCKY EAGLE CASINO BINGO	3060702	12888 188TH AVE SW	ROCHESTER	WA	98579
LUCKY EAGLE CASINO BINGO	3060703	12888 188TH AVE SW	ROCHESTER	WA	98579
LUXOR	3061020	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
LUXOR	3061021	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
LUXOR	3061022	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
LUXOR	3061023	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
LUXOR	3061024	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
LUXOR	3061025	3900 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89119
MAGIC STAR	3060435	2000 SOUTH BOULDER HWY	HENDERSON	NV	89015
MAIN STREET STATION	3060118	200 NORTH MAIN STREET	LAS VEGAS	NV	89101
MAIN STREET STATION	3060119	200 NORTH MAIN STREET	LAS VEGAS	NV	89101
MANDALAY BAY	3061040	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061041	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061042	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061043	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061044	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061045	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061046	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061077	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MANDALAY BAY	3061078	3950 LAS VEGAS BLVD S	LAS VEGAS	NV	89119
MILE HIGH GREYHOUND PARK	3060773	6200 DAHLIA ST	COMMERCE CITY	CO	80022
MILE HIGH GREYHOUND PARK	3060774	6200 DAHLIA ST	COMMERCE CITY	CO	80022
MILLBAY CASINO	3060698	455 E WAPATO LAKE RD	MANSON	WA	98831
MODEL T CASINO	3060660	1130 W WINNEMUCCA BLVD	WINNEMUCCA	NV	89445
MODEL T CASINO	3060661	1130 W WINNEMUCCA BLVD	WINNEMUCCA	NV	89445
MOHEGAN SUN ACM	00560276	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382

A-12 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
MOHEGAN SUN ACM	00560284	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00560292	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562306	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562405	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562595	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562835	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562900	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00562975	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00563296	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00563361	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00563445	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601278	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601344	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601427	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601500	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601575	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601641	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601732	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00601781	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00614818	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00614883	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00614958	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00615039	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00615112	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00615187	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MOHEGAN SUN ACM	00615252	1 MOHEGAN SUN BLVD	UNCASVILLE	CT	06382
MONTE CARLO	3061026	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MONTE CARLO	3061027	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MONTE CARLO	3061028	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MONTE CARLO	3061029	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MONTE CARLO	3061030	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MONTE CARLO	3061031	3770 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
MOTOR CITY CASINO ACM	00602441	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602516	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602581	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602656	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602722	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602797	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602862	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00602938	1922 CASS AVE	DETROIT	MI	48226
MOTOR CITY CASINO ACM	00603001	1922 CASS AVE	DETROIT	MI	48226
MUCKLESHOOT CASINO	3060480	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060481	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060567	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060620	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060621	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060622	2402 AUBURN WAY S	AUBURN	WA	98002
MUCKLESHOOT CASINO	3060623	2402 AUBURN WAY S	AUBURN	WA	98002
NEVADA LANDING	3060847	1 GOODSPRINGS RD - I-15 SOUTH AT JEAN	JEAN	NV	89019
NEVADA LANDING	3060848	1 GOODSPRINGS RD - I-15 SOUTH AT JEAN	JEAN	NV	89019
NEVADA LANDING TEXACO	3060849	1 GOODSPRINGS RD - I-15 SOUTH AT JEAN	JEAN	NV	89019
NEVADA PALACE	3060254	5255 BOULDER HWY	LAS VEGAS	NV	89109

A-13 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
NEVADA PALACE	3060255	5255 BOULDER HWY	LAS VEGAS	NV	89109
NEWPORT JAI ALAI	3060768	150 ADMIRAL KALBFUS	NEWPORT	RI	02840
NEWPORT JAI ALAI	3060769	150 ADMIRAL KALBFUS	NEWPORT	RI	02840
NEWPORT JAI ALAI	3061096	150 ADMIRAL KALBFUS	NEWPORT	RI	02840
NOOKSACK RIVER CASINO	3060694	5048 MT BAKER HWY	DEMING	WA	98244
NORTHVILLE DOWNS	3060035	301 SOUTH CENTER STREET	NORTHVILLE	MI	48167
OAKS CARD CASINO	3060730	4097 SAN PABLO AVE	EMERYVILLE	CA	94608
OHKAY CASINO ACM	00661009	HIGHWAY 68	SAN JUAN PUEBLO	NM	87566
OHKAY CASINO ACM	00661090	HIGHWAY 68	SAN JUAN PUEBLO	NM	87566
OKANOGAN BINGO & CASINO	3060700	41 APPLE WAY RD	OKANOGAN	WA	98840
ORLEANS	3060581	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060596	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060597	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060598	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060599	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060600	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060601	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3060602	4500 WEST TROPICANA	LAS VEGAS	NV	89103
ORLEANS	3061057	4500 WEST TROPICANA	LAS VEGAS	NV	89103
O’SHEAS CASINO	3060839	3545 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
PAHRUMP NUGGET	3060345	681 SOUTH HWY 160	PAHRUMP	NV	89041
PAHRUMP NUGGET	3060346	681 SOUTH HWY 160	PAHRUMP	NV	89041
PALACE GAMING	3060463	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060464	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060465	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060466	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060467	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060468	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060469	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060470	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060471	17225 JERSY AVE	LENMORE	CA	93245
PALACE GAMING	3060472	17225 JERSY AVE	LENMORE	CA	93245
PALACE STATION	3060950	2411 WEST SAHARA AVE	LAS VEGAS	NV	89111
PALACE STATION	3060951	2411 WEST SAHARA AVE	LAS VEGAS	NV	89111
PALACE STATION	3060952	2411 WEST SAHARA AVE	LAS VEGAS	NV	89111
PALACE STATION	3060953	2411 WEST SAHARA AVE	LAS VEGAS	NV	89111
PALACE STATION	3060954	2411 WEST SAHARA AVE	LAS VEGAS	NV	89111
PALACE STATION	3060955	2411 WEST SAHARA AVE	LAS VEGAS	NV	89104
PALACE STATION	3060956	2411 WEST SAHARA AVE	LAS VEGAS	NV	89102
PALMS	3060412	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PALMS	3060413	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PALMS	3060414	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PALMS	3060415	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PALMS	3060416	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PALMS	3060417	4321 WEST FLAMINGO	LAS VEGAS	NV	89103
PAR-A-DICE RIVERBOAT	3060993	21 BLACK JACK BLVD	EAST PEORIA	IL	61611
PAR-A-DICE RIVERBOAT	3060994	21 BLACK JACK BLVD	EAST PEORIA	IL	61611
PAR-A-DICE RIVERBOAT	3060995	21 BLACK JACK BLVD	EAST PEORIA	IL	61611
PAR-A-DICE RIVERBOAT	3060996	21 BLACK JACK BLVD	EAST PEORIA	IL	61611
PARADISE CASINO AZ	3060818	450 QUECHAN DR	FT YUMA	AZ	85364
PARADISE CASINO AZ	3060819	450 QUECHAN DR	FT YUMA	AZ	85364
PARADISE CASINO AZ	3061114	450 QUECHAN DR	FT YUMA	AZ	85364

A-14 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
PARADISE CASINO CA	3060806	450 QUECHAN DR	WINTERHAVEN	CA	92283
PARIS	3060120	3655 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
PARIS	3060121	3655 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
PARIS	3060122	3655 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
PARIS	3060613	3655 LAS VEGAS BLVD S	LAS VEGAS	NV	89109
PARIS	3060614	3655 LAS VEGAS BLVD S	LAS VEGAS	NV	89109
PARIS	3060615	3655 LAS VEGAS BLVD S	LAS VEGAS	NV	89109
PARIS	3061082	3655 LAS VEGAS BLVD S	LAS VEGAS	NV	89109
PECHANGA DEVELOPMENT	3060330	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT	3061058	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00657973	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658047	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658112	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658187	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658252	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658328	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658393	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658468	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658534	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658609	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658666	45000 PALA RD	TEMECULA	CA	92592
PECHANGA DEVELOPMENT ACM	00658732	45000 PALA RD	TEMECULA	CA	92592
POMPANO PARK	3060776	1800 SW 3RD ST	POMPANO BEACH	FL	33089
PUEBLO GREYHOUND	3060759	3215 LAKE AVE	PUEBLO	CO	81004
RAIL CITY	3060493	2121 VICTORIA STREET	SPARKS	NV	89431
RAIL CITY	3060494	2121 VICTORIA STREET	SPARKS	NV	89431
RAILROAD PASS	3060884	2800 SOUTH BOULDER HWY	HENDERSON	NV	89015
RAMADA EXPRESS	3060796	2121 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
RAMADA EXPRESS	3060797	2121 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
RAMADA EXPRESS	3060798	2121 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
RAMADA EXPRESS	3060799	2121 SOUTH CASINO DRIVE	LAUGHLIN	NV	89029
RED LION INN ELKO	3060530	2065 IDAHO ST	ELKO	NV	89801
RED LION INN ELKO	3060531	2065 IDAHO ST	ELKO	NV	89801
RED LION INN WINNEMUCCA	3060560	741 WEST MINNEMUCCA BLVD	WINNEMUCCA	NV	89445
RENATAS	3060268	4451 EAST SUNSET ROAD	HENDERSON	NV	89014
RENO HILTON	3060629	2500 EAST SECOND	RENO	NV	89501
RENO HILTON	3060630	2500 EAST SECOND	RENO	NV	89501
RENO HILTON	3060631	2500 EAST SECOND	RENO	NV	89501
RENO HILTON	3060632	2500 EAST SECOND	RENO	NV	89501
RENO HILTON	3060633	2500 EAST SECOND	RENO	NV	89501
RENO HILTON	3060634	2500 EAST SECOND	RENO	NV	89501
RIVER PALMS	3060800	2700 SOUTH CASINO DR	LAUGHLIN	NV	89029
RIVER PALMS	3060801	2700 SOUTH CASINO DR	LAUGHLIN	NV	89029
RIVER PALMS	3060802	2700 SOUTH CASINO DR	LAUGHLIN	NV	89029
RIVER ROCK CASINO ACM	00615328	3250 HWY 128E	GEYSERVILLE	CA	95441
RIVER ROCK CASINO ACM	00615393	3250 HWY 128E	GEYSERVILLE	CA	95441
RIVER ROCK CASINO ACM	00615468	3250 HWY 128E	GEYSERVILLE	CA	95441
RIVER ROCK CASINO ACM	00615534	3250 HWY 128E	GEYSERVILLE	CA	95441
RIVER ROCK CASINO ACM	00615609	3250 HWY 128E	GEYSERVILLE	CA	95441
ROUTE 66 CASINO ACM	00656264	I-40 EXIT 140	ALBUQUERQUE	NM	87120
ROUTE 66 CASINO ACM	00656330	I-40 EXIT 140	ALBUQUERQUE	NM	87120
ROUTE 66 CASINO ACM	00656405	I-40 EXIT 140	ALBUQUERQUE	NM	87120

A-15 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
ROUTE 66 CASINO ACM	00656470	I-40 EXIT 140	ALBUQUERQUE	NM	87120
SAHARA	3060984	2535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
SAHARA	3060985	2535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
SAHARA	3060986	2535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
SAHARA	3060987	2535 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
SAM’S TOWN HOTEL	3060298	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060299	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060300	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060301	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060303	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060304	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060306	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3060307	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAM’S TOWN HOTEL	3061124	5111 BOULDER HWY	LAS VEGAS	NV	89122
SAN MANUEL INDIAN BINGO	3060044	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060045	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060046	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060047	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060048	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060049	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SAN MANUEL INDIAN BINGO	3060050	5797 NORTH VICTORIA AVE	HIGHLAND	CA	92346
SANDIA CASINO ACM	00610063	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDIA CASINO ACM	00610071	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDIA CASINO ACM	00610089	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDIA CASINO ACM	00610097	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDIA CASINO ACM	00610105	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDIA CASINO ACM	00610113	30 RAINBOW ROAD	ALBUQUERQUE	NM	87113
SANDS REGENCY	3060274	345 NORTH ARLINGTON AVENUE	RENO	NV	89501
SANDS REGENCY	3060275	345 NORTH ARLINGTON AVENUE	RENO	NV	89501
SANTA ANA STAR CASINO	3061048	54 JEMEZ DAM CANYON RD	BERNALILLO	NM	87004
SANTA ANA STAR CASINO	3061049	54 JEMEZ DAM CANYON RD	BERNALILLO	NM	87004
SANTA ANA STAR CASINO ACM	00632919	54 JEMEZ DAM CANYON RD	BERNALILLO	NM	87004
SANTA ANA STAR CASINO ACM	00632984	54 JEMEZ DAM CANYON RD	BERNALILLO	NM	87004
SANTA FE	3060276	4949 N RANCHO DR	LAS VEGAS	NV	89130
SANTA FE	3060277	4949 N RANCHO DR	LAS VEGAS	NV	89130
SANTA FE	3060278	4949 N RANCHO DR	LAS VEGAS	NV	89130
SANTA FE	3060279	4949 N RANCHO DR	LAS VEGAS	NV	89130
SANTA FE	3060280	4949 N RANCHO DR	LAS VEGAS	NV	89130
SANTA FE	3060329	4949 N RANCHO DR	LAS VEGAS	NV	89130
SCARBOROUGH DOWNS	3060364	US ROUTE 1	SCARBOROUGH	ME	04074
SCARBOROUGH DOWNS	3060365	US ROUTE 1	SCARBOROUGH	ME	04074
SEABROOK GREYHOUND	3060051	PARK NEW ZEALAND ROAD	SEABROOK	NH	03874
SEABROOK GREYHOUND	3060052	PARK NEW ZEALAND ROAD	SEABROOK	NH	03874
SEARCHLIGHT NUGGET	3060478	100 N HWY 95	SEARCHLIGHT	NV	89046
SENECA CASINO ACM	00624791	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00624866	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00624932	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00625004	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00625079	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00625152	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00625228	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00625293	310 4TH ST	NIAGARA FALLS	NY	14303

A-16 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
SENECA CASINO ACM	00646612	310 4TH ST	NIAGARA FALLS	NY	14303
SENECA CASINO ACM	00646687	310 4TH ST	NIAGARA FALLS	NY	14303
SEVEN CEDARS CASINO	3060695	270756 HWY 101	SEQUIM	WA	98382
SHERATON CASINO MISSISSIPPI	3060997	1107 CASINO CENTER DR	ROBINSONVILLE	MS	38664
SHERATON CASINO MISSISSIPPI	3060998	1107 CASINO CENTER DR	ROBINSONVILLE	MS	38664
SHERATON CASINO MISSISSIPPI	3060999	1107 CASINO CENTER DR	ROBINSONVILLE	MS	38664
SHERATON CASINO MISSISSIPPI	3061000	1107 CASINO CENTER DR	ROBINSONVILLE	MS	38664
SI REDD’S OASIS	3060718	897 WEST MESQUITE	MESQUITE	NV	89024
SI REDD’S OASIS	3060719	897 WEST MESQUITE	MESQUITE	NV	89024
SIERRA SIDS	3060495	200 N MCCARRAN	SPARKS	NV	89431
SILVER CLUB	3060287	1040 B STREET	SPARKS	NV	89431
SILVER CLUB	3060288	1040 B STREET	SPARKS	NV	89431
SILVER DOLLAR	3060406	1897 NORTH EDMUNDS	CARSON CITY	NV	89701
SILVER LEGACY	3060665	407 NORTH VIRGINIA ST	RENO	NV	89501
SILVER LEGACY	3060666	407 NORTH VIRGINIA ST	RENO	NV	89501
SILVER LEGACY	3060667	407 NORTH VIRGINIA ST	RENO	NV	89501
SILVER LEGACY	3060668	407 NORTH VIRGINIA ST	RENO	NV	89501
SILVER LEGACY	3060669	407 NORTH VIRGINIA ST	RENO	NV	89501
SILVERHAWK	3061112	100 CHASE STREET	BLACKHAWK	CO	80422
SILVERTON	3060879	3333 BLUE DIAMOND RD	LAS VEGAS	NV	89139
SILVERTON	3060880	3333 BLUE DIAMOND RD	LAS VEGAS	NV	89139
SILVERTON	3060881	3333 BLUE DIAMOND RD	LAS VEGAS	NV	89139
SKY CITY CASINO ACM	00632349	I40 AT EXIT 102	PUEBLO OF ACOMA	NM	87034
SKY CITY CASINO ACM	00632414	I40 AT EXIT 102	PUEBLO OF ACOMA	NM	87034
SKYLINE CASINO	3060289	1741 BOULDER HWY	HENDERSON	NV	89105
SLOTS A FUN	3060840	2890 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89109
ST PETERSBURG KENNEL CLUB	3060770	10490 GANDY ROAD	ST PETERSBURG	FL	33702
ST PETERSBURG KENNEL CLUB	3060771	10490 GANDY ROAD	ST PETERSBURG	FL	33716
ST PETERSBURG KENNEL CLUB	3060772	10490 GANDY ROAD	ST PETERSBURG	FL	33702
STARDUST RESORT & CASINO	3060143	3000 LAS VEGAS BLVD	LAS VEGAS	NV	89109
STARDUST RESORT & CASINO	3060144	3000 LAS VEGAS BLVD	LAS VEGAS	NV	89109
STARDUST RESORT & CASINO	3060145	3000 LAS VEGAS BLVD	LAS VEGAS	NV	89109
STARDUST RESORT & CASINO	3060146	3000 LAS VEGAS BLVD	LAS VEGAS	NV	89109
STATE LINE NUGGET	3060832	101 WENDOVER BLVD	WENDOVER	NV	89883
STATE LINE NUGGET	3060833	101 WENDOVER BLVD	WENDOVER	NV	89883
STRATOSPHERE	3060895	2000 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89104
STRATOSPHERE	3060896	2000 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89104
STRATOSPHERE	3060897	2000 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89104
STRATOSPHERE	3060898	2000 LAS VEGAS BLVD SOUTH	LAS VEGAS	NV	89104
SULLIVANS PUB	3061069	1700 S PAHRUMP VALLEY DR	PAHRUMP	NV	89048
SUNCOAST	3060418	9090 ALTA DR	LAS VEGAS	NV	89145
SUNCOAST	3060988	9090 ALTA DR	LAS VEGAS	NV	89145
SUNCOAST	3060989	9090 ALTA DR	LAS VEGAS	NV	89145
SUNCOAST	3060990	9090 ALTA DR	LAS VEGAS	NV	89145
SUNCOAST	3060991	9090 ALTA DR	LAS VEGAS	NV	89145
SUNCOAST	3060992	9090 ALTA DR	LAS VEGAS	NV	89145
SUNSET STATION	3060957	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060958	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060959	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060960	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060961	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060962	1301-A WEST SUNSET	HENDERSON	NV	89014

A-17 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
SUNSET STATION	3060963	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060964	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060965	1301-A WEST SUNSET	HENDERSON	NV	89014
SUNSET STATION	3060966	1301-A WEST SUNSET	HENDERSON	NV	89014
TAHOE BILTMORE ACM	00642876	5 HWY 28	CRYSTAL BAY	NV	89402
TAHOE BILTMORE ACM	00642942	5 HWY 28	CRYSTAL BAY	NV	89402
TAMARACK JUNCTION	3060407	13101 SOUTH RENO	RENO	NV	89511
TAOS MOUNTAIN CASINO	3060874	MAIN TAOS PUEBLO HWY	TAOS	NM	87571
TEXAS STATION	3060967	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
TEXAS STATION	3060968	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
TEXAS STATION	3060969	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
TEXAS STATION	3060970	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
TEXAS STATION	3060971	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
TEXAS STATION	3060972	2101 TEXAS STAR LANE	N LAS VEGAS	NV	89106
THE LIFT CASINO	3060628	3045 VALLEY VIEW	LAS VEGAS	NV	89102
TOPAZ	3060445	1979 INTERSTATE 395 SOUTH	TOPAZ	NV	89410
TOWN HALL CASINO	3060561	4155 KOVAL LANE	LAS VEGAS	NV	89109
TRAVEL CENTERS OF AMERICA	3060423	8050 SOUTH INDUSTRIAL RD	LAS VEGAS	NV	89139
TRUMP MARINA HOTEL CASINO ACM	00628685	HURON AVE & BRIGANTINE BLVD	ATLANTIC CITY	NJ	08401
TRUMP MARINA HOTEL CASINO ACM	00628750	HURON AVE & BRIGANTINE BLVD	ATLANTIC CITY	NJ	08401
TRUMP MARINA HOTEL CASINO ACM	00628826	HURON AVE & BRIGANTINE BLVD	ATLANTIC CITY	NJ	08401
TRUMP MARINA HOTEL CASINO ACM	00628891	HURON AVE & BRIGANTINE BLVD	ATLANTIC CITY	NJ	08401
TRUMP MARINA HOTEL CASINO ACM	00628966	HURON AVE & BRIGANTINE BLVD	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00602086	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00602151	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00602235	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00602300	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00602375	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP PLAZA ACM	00652362	BOARDWALK & MISSISSIPPI AVE	ATLANTIC CITY	NJ	08401
TRUMP SPOTLIGHT 29 CASINO	3060572	46-200 HARRISON	COACHELLA	CA	92236
TRUMP SPOTLIGHT 29 CASINO	3060573	46-200 HARRISON	COACHELLA	CA	92236
TRUMP SPOTLIGHT 29 CASINO	3060574	46-200 HARRISON	COACHELLA	CA	92236
TRUMP SPOTLIGHT 29 CASINO	3060789	46-200 HARRISON	COACHELLA	CA	92236
TRUMP TAJ MAHAL CASINO RESORT	3060296	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612184	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612259	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612325	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612390	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612465	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612531	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612606	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TRUMP TAJ MAHAL CASINO RESORT ACM	00612671	1000 BOARDWALK AT VIRGINIA AVE	ATLANTIC CITY	NJ	08401
TULALIP BINGO	3060784	2911 QUIL CEDA WAY	MARYSVILLE	WA	98271
TULALIP BINGO	3060785	2911 QUIL CEDA WAY	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607127	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607192	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607267	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607333	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607408	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP CASINO ACM	00607473	6410 33RD AVE NE	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648477	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648543	10200 7TH AVE NW	MARYSVILLE	WA	98271

A-18 Amendment to Treasury Services Terms and Conditions Booklet

ATM INFO

CUSTOMER NAME	TERMINAL ID	STREET ADDRESS	CITY	STATE	ZIP CODE
TULALIP II CASINO ACM	00648618	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648683	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648766	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648832	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648915	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00648980	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649053	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649129	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649194	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649269	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649335	10200 7TH AVE NW	MARYSVILLE	WA	98271
TULALIP II CASINO ACM	00649400	10200 7TH AVE NW	MARYSVILLE	WA	98271
TURNING STONE	3060836	5218 PATRICK ROAD	VERONA	NY	13478
TURTLE STOP #8	3060425	3715 WEST FLAMINGO	LAS VEGAS	NV	89103
TUSCANY HOTEL	3060822	255 FLAMINGO ROAD	LAS VEGAS	NV	89109
UNION PLAZA	3060863	1 MAIN STREET	LAS VEGAS	NV	89101
UNION PLAZA	3060864	1 MAIN STREET	LAS VEGAS	NV	89101
VEE QUIVA ACM	00628099	6443 N KOMATKE DR	LAVEEN	AZ	85339
VEE QUIVA ACM	00628545	6443 N KOMATKE DR	LAVEEN	AZ	85339
VEE QUIVA ACM	00628610	6443 N KOMATKE DR	LAVEEN	AZ	85339
VIRGIN RIVER	3060753	200 PIONEER BLVD	MESQUITE	NV	89021
VIRGIN RIVER	3060788	200 PIONEER BLVD	MESQUITE	NV	89024
VIRGIN RIVER FOOD MART	3060754	200 PIONEER BLVD	MESQUITE	NV	89021
WEMBLEY POST TIME	3060379	3701 NORTH NEVADA	COLORADO SPRINGS	CO	80907
WESTERN HOTEL & BINGO PARLOR	3060875	889 FREMONT ST	LAS VEGAS	NV	89101
WHITE CLOUD	3060341	777 JACKPOT DR	WHITE CLOUD	KS	66094
WILD WILD WEST	3060559	3330 WEST TROPICANA	LAS VEGAS	NV	89103
WILDHORSE GAMING RESORT	3061018	I-84 EXIT 216	PENDLETON	OR	97801
WILDHORSE GAMING RESORT	3061019	I-84 EXIT 216	PENDLETON	OR	97801
YAKIMA LEGENDS CASINO	3060704	580 FORT ROAD	TOPPENISH	WA	98948
YAKIMA LEGENDS CASINO	3060705	580 FORT ROAD	TOPPENISH	WA	98948
DAKOTA DEUCES	3061121	155 SHERMAN ST	DEADWOOD	SD	57732
THE WOODLANDS	3061119	9700 LEAVENWORTH RD	KANSAS CITY	KS	66109
THE WOODLANDS	3061120	9700 LEAVENWORTH RD	KANSAS CITY	KS	66109

GLOBAL CASH ACCESS, L.L.C.		BANK OF AMERICA, N.A.
By:	/s/    KIRK E. SANFORD	By:	/s/    GEORGE W. SMITH
Name:	Kirk E. Sanford	Name:	George W. Smith
Title:	CEO	Title:	President - Bank of America Nevada

A-19 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT B

ARMORED CARRIER CONSENT

[         Insert name         ] (“Armored Carrier”) has been informed that Global Cash Access, L.L.C. (“GCA”) has entered into an ATM Cash Services Amendment with Bank of America, N.A. (“Bank”), whereby automated teller machines owned or leased by GCA (“ATMs”) will be stocked with cash belonging to Bank (“ATM Cash”).

The Armored Carrier provides ATM cash replenishment services to GCA, including the ATM balancing, cash replenishment, and reporting which requires access to the locked cash drawers within the ATMs.

The Armored Carrier understands that the execution of this Armored Carrier Consent is a condition precedent to the Bank executing the ATM Cash Services Amendment with GCA.

As a result, the Armored Carrier hereby agrees as follows:

1. The Armored Carrier will work with GCA and Bank to establish mutually agreeable service schedules and reports for replenishing cash at the ATMs.

2. The Armored Carrier agrees and acknowledges that all of the ATM Cash is owned by Bank. At no time shall the ATM Cash become the property of Armored Carrier or anyone else until it is duly withdrawn from an ATM by a cardholder. At no time shall the ATM Cash become subject to any manner of lien, securing interest, attachment, levy or other process or agreement created by, for or on behalf of Armored Carrier. Armored Carrier shall take no action, or cause any action to be taken, which would cause the ATM Cash to be treated as property of the Armored Carrier or any person other than Bank. The Armored Carrier shall not commingle the ATM Cash with any other cash it may maintain for others, including GCA.

3. All fees for Armored Carrier services, including those set forth herein, shall continue to be paid by GCA.

4. Armored Carrier agrees and acknowledges that nothing contained in this Armored Carrier Consent conflicts with any provision of its contracts or agreements to provide armored carrier services to GCA.

This Armored Carrier Consent is duly executed by an authorized officer of Armored Carrier and shall remain in full force and effect until the ATM Cash Services Amendment is terminated.

Dated                      , 2004

[                                     Insert name	]
By:
Name:
Title:

B-1 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT C

ATM SERVICE PROVIDER CONSENT

[Diebold, Incorporated] [Bantek Financial Technology Services] (“ATM Service Provider”) has been informed that Global Cash Access, L.L.C. (“GCA”) has entered into an ATM Cash Services Amendment with Bank of America, N.A. (“Bank”), whereby automated teller machines owned or leased by GCA (“ATMs”) will be stocked with cash belonging to Bank (“ATM Cash”).

The ATM Service Provider provides ATM maintenance services to GCA, including the maintenance and repair of ATMs, which may require access to the locked cash drawers within the ATMs.

The ATM Service Provider understands that the execution of this ATM Service Provider Consent is a condition precedent to the Bank executing the ATM Cash Services Amendment with GCA.

As a result, the ATM Service Provider hereby agrees as follows:

1. The ATM Service Provider will work with GCA and Bank to establish mutually agreeable service schedules for the routine maintenance of the ATMs.

2. The ATM Service Provider agrees and acknowledges that all of the ATM Cash is owned by Bank. At no time shall the ATM Cash become the property of ATM Service Provider or anyone else until it is duly withdrawn from an ATM by a cardholder. At no time shall the ATM Cash become subject to any manner of lien, securing interest, attachment, levy or other process or agreement created by, for or on behalf of ATM Service Provider. ATM Service Provider shall take no action, or cause any action to be taken, which would cause the ATM Cash to be treated as property of the ATM Service Provider or any person other than Bank.

3. All fees for ATM Service Provider services, including those set forth herein, shall continue to be paid by GCA.

4. ATM Service Provider agrees and acknowledges that nothing contained in this ATM Service Provider Consent conflicts with any provision of its contracts or agreements to provide armored carrier services to GCA.

This ATM Service Provider Consent is duly executed by an authorized officer of ATM Service Provider and shall remain in full force and effect until the ATM Cash Services Amendment is terminated.

Dated                     , 2004

[DIEBOLD, INCORPORATED] [BANTEK FINANCIAL TECHNOLOGY SERVICES]

By:

Name:

Title:

C-1 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT D-1

PROCESSOR CONSENT TO ASSIGNMENT

USA Payment Systems (“Processor”) has been informed that Global Cash Access, L.L.C. (“GCA”) has entered into an ATM Cash Services Amendment with Bank of America, N.A. (“Bank”), whereby automated teller machines owned or leased by GCA (“ATMs”) will be stocked with cash belonging to Bank (“ATM Cash”).

Processor provides electronic payment processing services to GCA, which includes causing certain electronic payment networks (“Networks”) to collect from participating cardholder banks reimbursement payments with regard to withdrawals of ATM Cash from the ATMs (“Reimbursements”), and causing the Networks to pay such Reimbursements to GCA or to its order.

As part of the ATM Cash Services Amendment, Bank has received from GCA an irrevocable assignment of the Reimbursements.

It is a condition to providing the ATM services to GCA that Bank receive from Processor its consent to the assignment of the Reimbursements as set forth herein.

As a result, Processor agrees as follows:

1. Processor represents and warrants to Bank that it has the right to direct the Networks’ payment of Reimbursements with regard to withdrawal transactions from each ATM. Bank’s right to receive Reimbursements extends to the full amount of each ATM withdrawal transaction, including any and all interchange revenue fees or ATM surcharge fees.

2. Processor will promptly notify Bank if Processor receives any instruction, request or other communication from GCA attempting to discontinue or alter Processor’s direction of the Networks’ payment of Reimbursements to Bank.

3. Processor consents to the irrevocable assignment of all Reimbursement payments to Bank. Effective as of the Transition Date set forth below, Processor will cause the Networks to send all Reimbursement payments directly to Bank on the same day the Networks receive them (assuming it receives such payments during Network’s processing hours). Such payments will be sent as follows:

Bank of America

ABA No. 121-000-358

Account No. 12334-42044

Account Name Bank of America - GCA

Such payments will be made without set-off, deductions or other claims; Processor waives any and all rights or claims it may have with regard to each Reimbursement payment it makes to Bank. Notwithstanding the foregoing, Processor may make adjusting entries but only to correct errors in entries previously made.

4. Processor agrees and acknowledges that the assignment of the Reimbursement payments is irrevocable. Processor will continue to cause the Networks to make Reimbursement payments to Bank regardless of any contrary instructions it may receive from GCA or any person other than Bank. Processor will continue to cause the Networks to make Reimbursement payments to Bank regardless of the financial status, insolvency or bankruptcy of GCA. Processor will continue to cause the Networks to make Reimbursement payments to Bank until Bank provides it with written direction for it to stop.

5. Processor agrees and acknowledges that pursuant to the Amendment, Bank is the owner of the ATM Cash and is entitled to receive the Reimbursement payments from the Networks. Processor agrees and acknowledges that none of the ATM Cash will constitute the property of GCA and that GCA has no ownership or possessory rights to the ATM Cash under Section 362 of the Bankruptcy Code (or any successor provision).

6. Processor agrees and acknowledges that nothing contained in this Processor Consent to Assignment conflicts with any provision of its contracts or agreements to provide payment processing services to GCA.

D-1-1 Amendment to Treasury Services Terms and Conditions Booklet

This Processor Consent to Assignment is duly executed by an authorized officer of Processor and shall remain in full force and effect until the ATM Cash Services Amendment is terminated.

Transition Date: June 1, 2004

Dated March     , 2004

USA Payment Systems

By:

Name:

Title:

D-1-2 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT D-2

NETWORK CONSENT TO ASSIGNMENT

[        Insert name         ] (“Network”) has been informed that Global Cash Access, L.L.C. (“GCA”) has entered into an ATM Cash Services Amendment with Bank of America, N.A. (“Bank”), whereby automated teller machines owned or leased by GCA (“ATMs”) will be stocked with cash belonging to Bank (“ATM Cash”).

Network provides ATM processing and settlement services to GCA, consisting of the receipt from participating cardholder banks of reimbursement payments with regard to withdrawals of ATM Cash from the ATMs (“Reimbursements”), and the payment of the Reimbursements.

As part of the ATM Cash Services Amendment, Bank has received from GCA an irrevocable assignment of the Reimbursements.

It is a condition to providing the ATM services to GCA that Bank receive from Network its consent to the ATM assignment as set forth herein.

As a result, Network agrees as follows:

1. Network represents and warrants to Bank that it has the right to receive Reimbursement payments with regard to withdrawal transactions from each ATM. Bank’s right to receive Reimbursements extends to the full amount of each ATM withdrawal transaction, including any and all interchange revenue fees or ATM surcharge fees.

2. Network will promptly notify Bank if Network receives any instruction, request or other communication from GCA attempting to discontinue Network’s receipt of Reimbursements or payment of the Reimbursements to Bank.

3. Network consents to the irrevocable assignment of all Reimbursement payments to Bank. Effective as of the Transition Date set forth below, Network will send directly to Bank all Reimbursement payments on the same day it receives them (assuming it receives such payments during Network’s processing hours). Such payments will be sent as follows

Bank of America

ABA No. 121-000-358

Account No. 12334-42044

Account Name Bank of America - GCA

Such payments will be made without set-off, deductions or other claims; Network waives any and all rights or claims it may have with regard to each Reimbursement payment it makes to Bank. Notwithstanding the foregoing, Network may make adjusting entries but only to correct errors in entries previously made.

4. Network agrees and acknowledges that the assignment of the Reimbursement payments is irrevocable. Network will continue to make Reimbursement payments to Bank regardless of any contrary instructions it may receive from GCA or any person other than Bank. Network will continue to make Reimbursement payments to Bank regardless of the financial status, insolvency or bankruptcy of GCA. Network will continue to make Reimbursement payments to Bank until Bank provides it with written direction for it to stop.

5. Network agrees and acknowledges that pursuant to the Amendment, Bank is the owner of the ATM Cash and is entitled to receive the Reimbursement payments from Network. Network agrees and acknowledges that none of the ATM Cash will constitute the property of GCA and that GCA has no ownership or possessory rights to the ATM Cash under Section 362 of the Bankruptcy Code (or any successor provision).

D-2-1 Amendment to Treasury Services Terms and Conditions Booklet

6. Network agrees and acknowledges that nothing contained in this Network Consent to Assignment conflicts with any provision of its contracts or agreements to provide ATM funding services to GCA.

This Network Consent to Assignment is duly executed by an authorized officer of Network and shall remain in full force and effect until the ATM Cash Services Amendment is terminated.

Transition Date: June 1, 2004

Dated March     , 2004

[Network name]

By:

Name:

Title:

D-2-2 Amendment to Treasury Services Terms and Conditions Booklet

EXHIBIT E

FEES FOR ATM CASH SERVICES

Each month, we will debit from the Settlement Account our fees for providing the ATM Cash Services. We will also provide to you a report of the ATM Cash Service components and the fees for each during that monthly period, as set forth below:

1. Cash Processing Fees:

Depository Services	Unit Price
Vault Deposit	$	1.00
Vault Deposit Extended Hours	$	2.00
Change Order per request, per vault	$	2.50
Standing Change Order per request, per vault	$	1.50
Late Change Order	$	8.00
Emergency Change Order	$	100.00
Currency Supplied per each $100 supplied	$	.013
Currency Deposited per each $100 supplied	$	.06
Deposit Correction per corrected deposit	$	6.00

2. Cash Usage Fees:

Average Daily Cash Balance x One Month LIBOR + 25 basis points.

“The Average Daily Cash Balance” means (i) for each day in the monthly period, the total amount of ATM Cash, plus amounts due but not yet received from the Network, plus any amounts due but not yet paid to us for Reconcilements where there are insufficient funds in the Settlement Account; (ii) aggregated for each day in that monthly period, (iii) divided by the number of days in that monthly period.

“One Month LIBOR” means the rate determined by referring to the rate set forth on the Telerate Screen for the London Interbank Offered Rate for one-month US Dollar deposits for each day that the rate is published in that month (“LIBOR Days”), aggregating those rates and dividing that sum by the number of LIBOR Days in that month. That average is then multiplied by fraction, the numerator of which is the number of days in that year and the denominator is 360. That product is then multiplied by a fraction, the numerator is the number of days in that month and the denominator is the number of days in that year.

3. Reconcilement Fee:

We will pass along to you the actual cost of the Reconcilement Agent in performing its services to us with regard to the ATM Cash Services.

E-1 Amendment to Treasury Services Terms and Conditions Booklet

EX-10.18

Exhibit 10.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

QUIKPLAY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

TABLE OF CONTENTS

			Page
ARTICLE 1	ORGANIZATIONAL MATTERS		2
	1.1	Formation	2
	1.2	Name	2
	1.3	Term	2
	1.4	Registered Office and Agent	2
	1.5	Principal Place of Business	3
	1.6	Addresses of the Members	3
	1.7	Purpose and Business of Company	3
	1.8	Title to Company Property	3
	1.9	Definitions	3
	1.10	Filing of Other Certificates	3
	1.11	Qualification in Other Jurisdictions	3
	1.12	Tax Treatment	3
	1.13	Company Agreements	3
ARTICLE 2	CAPITAL CONTRIBUTIONS		4
	2.1	Initial Capital Contributions	4
	2.2	Mandatory Capital Contributions	4
		(a)    Mandatory Capital Call	4
		(b)    Member’s Failure to Contribute	4
	2.3	Additional Capital Contributions	5
	2.4	Capital Accounts	5
	2.5	Return of Capital Contributions; Interest	5
ARTICLE 3	MEMBERS		5
	3.1	Limited Liability	5
	3.2	Admission of Additional Members	5
	3.3	Vote or Written Consent of the Members	6
	3.4	Members Are Not Agents	6
	3.5	Meetings of Members	6
	3.6	Withdrawals or Resignation	6
	3.7	Payment to Members	6
	3.8	Competing Activities	6
	3.9	Transactions Between the Company and the Members	8
	3.10	Termination of Membership Interest	8
	3.11	Gaming Industry Regulatory Compliance	8
ARTICLE 4	MANAGEMENT AND CONTROL OF THE COMPANY		9
	4.1	Management of the Company by Managers	9
		(a)    Management by Managers	9
		(b)    Meetings of Managers	9
	4.2	Election of Managers	10

-i-

TABLE OF CONTENTS

(continued)

			Page
		(a)    Number, Term, and Qualifications	10
		(b)    Resignation	10
		(c)    Removal	10
		(d)    Vacancies	10
	4.3	Power of Managers	10
	4.4	Limitations on Power of Managers	11
	4.5	Members Have No Managerial Authority	13
	4.6	Performance of Duties; Liability of Managers	13
	4.7	Transactions between the Company and a Manager	13
	4.8	Payments to Managers	13
	4.9	Appointment of Officers	13
		(a)    Removal, Resignation, and Filling of Vacancy of Officers	13
		(b)    Salaries of Officers	14
		(c)    Duties and Powers of the President	14
		(d)    Duties and Powers of the Vice-President	14
		(e)    Duties and Powers of the Secretary	14
		(f)     Duties and Powers of the Chief Financial Officer	15
		(g)    Acts of Officers as Conclusive Evidence of Authority	15
		(h)    Signing Authority of Officers	15
ARTICLE 5	ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS		16
	5.1	Allocations of Net Profit and Net Loss	16
		(a)    Net Loss	16
		(b)    Loss Limitation	16
		(c)    Net Profit	16
	5.2	Tax Allocations	16
		(a)    General Tax Allocations	16
		(b)    Method of Allocations	16
		(c)    Contributed Property	16
		(d)    Adjustments to Book Value	17
	5.3	Distributions and Allocations with Respect to Transferred or Newly Issued Units	17
		(a)    Newly Issued Units	17
		(b)    Transferred Units	17
	5.4	Distributions of Cash	18
	5.5	Distributions in Kind	18
	5.6	Return of Distributions	18
	5.7	Obligations of Members to Report Allocations	18
ARTICLE 6	TRANSFER AND ASSIGNMENT OF INTERESTS		18
	6.1	Transfer and Assignment of Interests	18
	6.2	Transfers to Affiliates	19
	6.3	Substitution of Members	19
	6.4	Assignee’s Rights	20

-ii-

TABLE OF CONTENTS

(continued)

			Page
	6.5	Death or Incapacity of a Member	20
	6.6	Bankruptcy or Dissolution of a Member	20
	6.7	Option to Purchase Membership Rights	21
	6.8	Right of First Refusal	21
	6.9	Change in Control of Members	22
ARTICLE 7	CONSEQUENCES OF A DISSOCIATION EVENT		22
ARTICLE 8	ACCOUNTING, RECORDS, REPORTING BY MEMBERS		22
	8.1	Books and Records	22
	8.2	Reports	23
	8.3	Annual Audit	23
	8.4	Bank Accounts	23
	8.5	Accounting Decisions and Reliance on Others	23
	8.6	Annual Budget	23
	8.7	Operating Plan	24
	8.8	Tax Matters for the Company Handled by Members and Tax Matters Partner	24
ARTICLE 9	DISSOLUTION AND WINDING UP		24
	9.1	Dissolution	24
	9.2	Winding Up	24
	9.3	Distributions in Kind	24
	9.4	Order of Payment of Liabilities Upon Dissolution	25
	9.5	Limitations on Payments Made in Dissolution	25
	9.6	Termination of the Company	25
ARTICLE 10	INDEMNIFICATION AND INSURANCE		25
	10.1	Indemnification of Agents	25
	10.2	Insurance	26
	10.3	Limit on Liability of Members	26
ARTICLE 11	INVESTMENT REPRESENTATIONS		26
	11.1	Preexisting Experience	26
	11.2	No Advertising	26
	11.3	Investment Intent	26
	11.4	No Liquidity	27
	11.5	All Information	27
	11.6	Restriction on Alienation	27
	11.7	No Registration.	27
ARTICLE 12	MISCELLANEOUS		27
	12.1	Conference Telephone Meetings	27
	12.2	Complete Agreement	27
	12.3	Binding Effect	27
	12.4	Parties in Interest	28

-iii-

TABLE OF CONTENTS

(continued)

		Page
12.5	Pronouns; Statutory References	28
12.6	Headings	28
12.7	Interpretation	28
12.8	References to this Agreement	28
12.9	Jurisdiction	28
12.10	Exhibits	28
12.11	Severability	28
12.12	Additional Documents and Acts	28
12.13	Notices	28
12.14	Amendments	29
12.15	Multiple Counterparts	29
12.16	Attorney Fees	29
12.17	Special Power of Attorney	29
	(a)    Attorney In Fact	29
	(b)    Irrevocable Power	30
	(c)    Signatures	30
12.18	Remedies Cumulative	30
12.19	Governing Law	30

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LIMITED LIABILITY COMPANY AGREEMENT

OF

QUIKPLAY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

This Limited Liability Company Agreement (this “Agreement”) is made and entered into as of the 6th day of December, 2000, among QuikPlay, LLC, a Delaware limited liability company (the “Company”), Global Cash Access, L.L.C., a Delaware limited liability company (“GCA”), and IGT, a Nevada corporation (“IGT”) (GCA and IGT are hereinafter sometimes collectively referred to as the “Members” and individually as “Member”).

RECITALS

A. GCA and IGT have heretofore authorized and caused to be filed a Certificate of Formation with the Secretary of State of the State of Delaware to organize the Company under and pursuant to the Delaware Limited Liability Company Act;

B. The Company’s primary activities (the “Company Business”) shall be the (i) development, marketing, selling and maintenance of Cashless Gaming Products (as defined herein), wherever in the world such products are lawful and together with such other activities incidental to such purpose (including, without limitation, facilitating cash access by debit cards (and such other cards as GCA and IGT shall mutually agree) at or in a gaming machine; selling equipment for the reading of such cards; and licensing intellectual property owned by the Company to permit gaming machine and system manufacturers to develop, manufacture and supply products that facilitate or promote the use of Cashless Gaming Products), (ii) the charging of fees for debit card (and such other cards as GCA and IGT shall mutually agree) transaction processing in connection with the Cashless Gaming Products, (iii) the development of the Cashless Gaming Interface, (iv) the licensing of the Cashless Gaming Interface to third parties, and (v) any additional business activities contained in any future business plan of the Company or amendment thereto, which additional activities have been unanimously approved by the Members. Unless otherwise unanimously approved by the Members, Company shall only engage in a business in which all of the elements of the Cashless Gaming Products are present. If, for example, a casino company issues its own magnetic stripe card for use with a cashless accounting system supplied by that casino at its affiliated casino(s), and no third party financial institution account of the gaming customer of the casino is involved in the transaction of supplying credits to the gaming machine, this would be outside the Company Business. Unless otherwise unanimously approved by the Members, Company Business does not include: (i) the design, licensure, sale or other development and/or distribution of gaming machines, it being the intention of the parties that Company shall not directly or indirectly compete with IGT in the sale or distribution of gaming machines; (ii) cashless products used in gaming that do not involve third party financial institution debit cards, or products other than the Cashless Gaming Product; and (iii) internet or web-based gaming or other internet activities. For example, cashless gaming machine products involving bar coded tickets printed at the gaming machines are outside the Company Business.

C. Subject to the terms and conditions set forth herein, IGT and GCA have agreed to enter into a Joint Venture License Agreement with the Company in the form attached hereto as

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Exhibit C (the “License Agreement”), IGT has agreed to enter into a Non-Exclusive Distributorship Agreement with the Company in the form attached hereto as Exhibit D (the “Non-Exclusive Distributorship Agreement”), GCA has agreed to enter into a Contract Services Agreement with the Company in the form attached hereto as Exhibit E (the “Contract Services Agreement”), and IGT has agreed to enter into a Development Agreement with the Company in the form attached hereto as Exhibit H (the “IGT Development Agreement”);

D. Each of GCA and IGT are concurrently with the execution of this Agreement acquiring certain Membership Units (as herein defined) in the Company; and

E. In accordance with the Delaware Limited Liability Company Act, each of the Company and the Members desire to enter into this Agreement to set forth the respective rights, powers and interests of the Members with respect to the Company and their respective Membership Units therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of their mutual promises, covenants and agreements, the Members hereby promise, covenant and agree as follows:

AGREEMENT

ARTICLE 1

ORGANIZATIONAL MATTERS

1.1 Formation. Pursuant to the Act, the Members have formed a Delaware limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of Delaware and entering into this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

1.2 Name. The name of the Company shall be “QuikPlay, LLC” or such other name as the Managers shall determine. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Managers deem appropriate or advisable. The Managers shall file any fictitious name certificates and similar filings, and any amendments thereto, that the Managers consider appropriate or advisable.

1.3 Term. The term of the Company shall commence on the date the Certificate of Formation was filed with the Delaware Secretary of State (“Formation Date”) and shall continue until dissolved upon the occurrence of an event set forth in Section 9.1.

1.4 Registered Office and Agent. The Company shall continuously maintain a registered office and agent in the State of Delaware as required by the Act. The Company’s registered office in the State of Delaware shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the

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Company) as the Managers may designate from time to time in the manner provided by the Act. The initial registered agent for service of process for the Company shall be as stated on the Certificate of Formation or as otherwise determined by the Managers. The Managers may change the agent for service of process at any time.

1.5 Principal Place of Business. The principal place of business of the Company shall be 3763 Howard Hughes Parkway, Las Vegas, Nevada 89109, or such other location as the Managers may determine.

1.6 Addresses of the Members. The respective addresses of the Members and the Managers are set forth on Exhibit A.

1.7 Purpose and Business of Company. Without the unanimous consent of the Members, the Company shall not engage in any business other than the Company Business.

1.8 Title to Company Property. Title to property acquired by or contributed to the Company shall be placed in the name of the Company and shall remain in the Company’s name for as long as the Company owns the property.

1.9 Definitions. The capitalized terms used in this Agreement shall have the meanings specified on Exhibit B; or, if not defined on Exhibit B, as such terms are defined elsewhere in this Agreement.

1.10 Filing of Other Certificates. In addition to the Certificate of Formation, the Managers shall execute, file, publish and record all such certificates, notices, statements and other instruments and amendments thereto for the formation and operation of a limited liability company as the Managers deem necessary.

1.11 Qualification in Other Jurisdictions. The Managers shall cause the Company to be qualified, formed or registered under assumed or fictitious names statutes or similar laws in any jurisdiction in which the Company transacts business in such qualification, formation or registration is required or desirable.

1.12 Tax Treatment. The Members agree that the Company shall be treated as a partnership for federal income tax purposes and no Member or Manager shall act in a manner that would cause the Company to lose its federal partnership tax classification without the written consent of all of the Members.

1.13 Company Agreements. The Members hereby direct, and the Managers shall cause, the Company to enter into a Development Agreement with Infonox on the Web, a California corporation, in the form attached hereto as Exhibit F (the “Infonox Development Agreement”) and an Agreement for Electronic Payment Processing with USA Payment, Inc., or other network processing companies as agreed upon by the Members, in the form attached hereto as Exhibit G (the “Electronic Payment Processing Agreement”).

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ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Initial Capital Contributions. Each Member shall be obligated to make any and all contributions in accordance with Article 1 of the Contribution Agreement (the “Initial Capital Contribution”). In exchange for its Initial Capital Contribution, GCA shall receive (i) six thousand (6,000) Units, and (ii) a credit to its Capital Account equal to $120,000. In exchange for its Initial Capital Contribution, IGT shall receive (i) four thousand (4,000) Units, and (ii) a credit to its Capital Account equal to $80,000.

2.2 Mandatory Capital Contributions.

(a) Mandatory Capital Call. In the event that, from time to time after the execution of this Agreement, GCA, in its sole, personal and nonassignable discretion, determines that the Company requires a Mandatory Capital Call, each of the Members shall be required to make mandatory Capital Contributions (“Mandatory Capital Contributions”) to the extent so called for by GCA in accordance with this Section 2.2(a). The respective portion of any Mandatory Capital Contributions to be contributed by each Member shall be determined on a pro rata basis in accordance with each Member’s Membership Units in the Company at the time of such call. Any such call for Mandatory Capital Contributions from the Members shall be evidenced in a notification delivered to the Members which shall specify the amount of such Mandatory Capital Contributions required from each Member. On or prior to the 20th day following the delivery of such written call notice, the Members shall contribute or cause there to be contributed to the Company an amount (in cash) equal to such Member’s required portion of the mandatory Capital Contributions so called for by GCA. Notwithstanding anything contained herein to the contrary, in no event shall any Member be obligated to contribute to the Company more than such Member’s pro rata portion of $10,000,000 in aggregate Mandatory Capital Contributions without the unanimous approval of the Members.

(b) Member’s Failure to Contribute. In addition to any other remedies available to the Company, in the event any Member fails to make such Member’s full pro rata share of a Mandatory Cash Contribution, but other Members make such Members’ full pro rata share of such Mandatory Cash Contributions, such non-contributing Member shall be deemed to be in default of this Agreement, and the Membership Units of each Member who has made such Mandatory Cash Contribution shall be adjusted by issuing to each such Member such number of Membership Units as shall be determined by good faith negotiation between the contributing Member (or Members) and the non-contributing Member (or Members). In the event the Members are unable to agree upon the issuance of additional Membership Units within 30 days following completion of the Mandatory Capital Contribution, then the Mandatory Capital Contribution contributed by each contributing Member shall become a demand loan from such Member to the Company bearing interest at a per annum rate equal to three percent (3%) above the rate of interest publicly announced by Bank of America, N.A. as its “prime” or “reference” rate on the date the Member made such contribution, with interest payable annually. No distributions shall be made to the Members hereunder until the Mandatory Capital Contributions

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which are converted to a loan pursuant to this Section 2.2(b) plus interest thereon have been paid in full.

2.3 Additional Capital Contributions. Except as set forth in Sections 2.1 or 2.2, no Member shall be required to make any additional Capital Contributions. Notwithstanding the foregoing, if a Member determines that additional funds beyond the Initial Capital Contributions are necessary or appropriate for the conduct of the Company’s business, then all of the Members must unanimously determine in writing to participate in such additional Capital Contributions on a pro rata basis in accordance with their Units. Any non pro rata Capital Contribution will result in an appropriate adjustment in the Membership Units, or at the discretion of the contributing Member, be deemed a loan with priority over any distribution to Members, bearing interest at a per annum rate equal to three percent (3%) above the rate of interest publicly announced by Bank of America, N.A. as its “prime” or “reference” rate on the date the Member made such contribution, with interest payable annually.

2.4 Capital Accounts. The Company shall maintain an individual Capital Account for each Unitholder.

2.5 Return of Capital Contributions; Interest. No Member shall have any right to withdraw or demand withdrawal of cash contributed to the capital of the Company, or to receive a distribution of cash or property from the Company, except as expressly authorized by this Agreement. No Member shall be entitled to receive any interest with respect to the Member’s contributions to Company capital.

ARTICLE 3

MEMBERS

3.1 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise.

3.2 Admission of Additional Members. Subject to the express limitations contained herein, additional Members may be admitted to the Company only upon the prior unanimous written consent of the Members. If the Company authorizes the issuance of any Units to any Person other than a Member named herein (or any securities containing options or rights to acquire any Units), then the Company will first offer to sell to each Member a portion of such Units (or securities containing options or rights to acquire Units) in an amount equal to such Member’s proportionate Membership Interest. Each Member shall be entitled to purchase such Units (or securities containing options or rights to acquire Units) at the same per Unit purchase and on the same terms as the Units (or securities containing options or rights to acquire Units) are to be offered to such Person. Additional Members will participate in the management, Net Profits, Net Losses, and distributions of the Company on such terms as are determined by all of the Members. Exhibit A shall be amended upon the admission of an additional Member to set forth such Member’s name, capital contribution and Membership Interest and such other

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information as the Managers reasonably deem necessary. Notwithstanding the foregoing, Substitute Members may only be admitted in accordance with Article 6.

3.3 Vote or Written Consent of the Members. Except as expressly provided in this Agreement, Members shall have no voting, approval or consent rights. Each matter requiring the vote or written consent of the Members shall be authorized or approved by the vote or written consent of Members holding a Majority Interest (unless such greater percentage or unanimity is explicitly required in this Agreement to approve or disapprove such matter). Notwithstanding anything to the contrary herein, the Managers may from time to time elect to submit a matter to the vote or approval of the Members even though the Managers are not obligated to submit such matter to the vote or approval of the Members.

3.4 Members Are Not Agents. In accordance with Section 4.1, the management of the Company is vested in the Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind nor execute any instrument on behalf of the Company. Any Member who takes any action or binds the Company in violation of this Section 3.4 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company and the other Members harmless with respect to the loss or expense.

3.5 Meetings of Members. No annual or regular meetings of Members are required.

3.6 Withdrawals or Resignation. Except for Cause, no Member may withdraw, retire or resign from the Company for a period of five years from the execution of this Agreement. In the event that a Member either withdraws after such five year period or for Cause, the non-withdrawing Members shall have the right of first refusal under Article 6 to buy out the withdrawing Member’s Membership Interest, and all licenses granted by the withdrawing Member under the Associated Agreements will remain in full force and effect, but no continuing technology delivery obligations of the withdrawing Member will survive. In addition, a Member withdrawing under this Section 3.6 shall provide the Company with the necessary documentation and reasonable technical support and training to enable the Company to continue the then-current operation of the Company Business. This Section 3.6 will in no event limit a withdrawing Member’s remedies under law or equity when such withdrawal is for Cause.

3.7 Payment to Members. Except as specified in this Agreement, neither a Member nor its Affiliates are entitled to remuneration for services rendered or goods provided to the Company.

3.8 Competing Activities. In furtherance of the respective contributions pursuant to the Contribution Agreement, by virtue of the transactions contemplated hereby and in the Associated Agreements and more effectively to protect the value of the Company Business and to encourage and promote the flow of ideas among the Members and as a material inducement to the Members to enter into this Agreement and the Associated Agreements and to further memorialize their fiduciary duties to one another, each Member covenants and agrees that, subject to exclusions and limitations provided in this Agreement and the Associated Agreements, commencing on the date hereof and for so long as such Member (or its Controlled Affiliate) is a Unitholder of the Company or has an equity interest in the successor to the Company, and for a

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period ending on the ten year anniversary of the date such Member (or its Controlled Affiliate) is no longer a Unitholder of the Company or no longer has an equity interest in the successor to the Company, such Member and its Controlled Affiliates will not directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise), (each of the following a “Restricted Activity”):

(a) Except as a Member of the Company, (x) own, operate, control or otherwise possess an ownership interest in a business engaged in the Company Business or any other activity which is directly competitive with the Company Business, (y) own, develop, assist a third party in developing, manage, operate, control, participate in, advise or otherwise possess an ownership interest in or carry on, a business engaged in the development of any Cashless Gaming Products, or (z) own, develop, or assist a third party in developing any product or system similar in design and functionality to any Cashless Gaming Product developed, marketed, sold or maintained by the Company during the period of time in which such Member (or its Controlled Affiliate) was a Unitholder of the Company or had an equity interest in the successor to the Company; in each case, anywhere in the world, it being understood by the parties hereto that the Company Business is not limited to any particular region because such business may be engaged in effectively from any location where such Cashless Gaming Product is legal;

(b) With respect to IGT and its Controlled Affiliates, own, operate, control or otherwise possess an ownership interest in any business that is substantially similar to the GCA Business (other than as a member in the Company);

(c) With respect to GCA and its Controlled Affiliates, own, operate, control or otherwise possess an ownership interest in any business that is substantially similar to the IGT business (other than as a member in the Company);

provided, however, that nothing set forth in this Section 3.8 shall prohibit any Member or any of its Controlled Affiliates from: (i) owning not in excess of 10% of the aggregate of any class of capital stock of any corporation engaged in any Restricted Activity if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ National Market System; (ii) acquiring, and following such acquisition, actively engaging in, any business that has a subsidiary, division, group, franchise or segment that is engaged in any Restricted Activity, so long as: (A) on the date of such acquisition, not more than 25% of the consolidated revenues of such business are derived from such Restricted Activity and (B) such business divests itself of such subsidiary, division, group, franchise or segment as soon as practicable after the date of such acquisition, provided, that with respect to any purchase intended to be accounted for as a pooling of interests under generally accepted accounting principles or treated for federal income tax purposes as a tax-free reorganization, no such divestiture shall be required until, in the reasonable opinion of the acquirer, such divestiture would no longer endanger the accounting of such acquisition as a pooling of interests under generally accepted accounting principles or the treatment for federal income tax purposes of such acquisition as a tax-free reorganization; (iii) performing any services pursuant to this Agreement or any Associated Agreement; and (iv) except for the Restricted Activities (to the extent not otherwise permitted), engaging in any other activity which may now or hereafter be engaged in by such party;

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provided, further, that nothing set forth in this Section 3.8 shall prohibit (A) GCA from providing cash access services that are outside of the scope of the Company Business and the IGT Business or from providing or processing internet and web based transactions; or (B) IGT from engaging in any business or activity outside the scope of the Company Business and the GCA Business, providing ticket printers, voucher systems, smart card systems or other forms of “cashless” gaming products that are outside the scope of the Company Business and the GCA Business, or providing slot machines, gaming equipment and gaming computer systems to any customer even if such customer chooses to utilize a product competitive to a Cashless Gaming Product developed by the Company pursuant to the Company Business; and

provided, further, that upon the withdrawal of a Member from the Company for Cause, or termination of the Licenses pursuant to Paragraph 13.3 of the License Agreement, the obligations set forth in this Section 3.8 shall expire with respect to such withdrawing Member or licensing Parties as the case may be.

provided, further, that notwithstanding anything to the contrary herein or any agreement that is an Exhibit to this Agreement, neither the Company, GCA nor IGT are precluded from operating or participating in internet or web-based gaming or other internet activities.

3.9 Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and their Affiliates may engage in any transaction with the Company so long as such transaction is not expressly prohibited by this Agreement and, unless explicitly stated to the contrary herein, so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them. A transaction shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction if such transaction is approved in writing by all of the Managers after being apprised of all material facts necessary to form such a conclusion.

3.10 Termination of Membership Interest. Upon (i) the transfer of all or a portion of a Member’s Membership Interest in violation of this Agreement, or (ii) the occurrence of a Dissociation Event of a Member which does not result in the admission of a Substitute Member pursuant to Section 6.3 as to such Member’s Membership Interest, the Membership Interest of such Member may be purchased by the Company or remaining Members as provided herein, or, if not so purchased, such Membership Interest shall become an Economic Interest and the balance of the rights associated with the Membership Interest (including without limitation, the right of the Member to vote or participate in the management of the business, property and affairs of the Company) may be purchased by the Company pursuant to Section 6.7.

3.11 Gaming Industry Regulatory Compliance.

(a) Each of the Members and the Company agree to fully cooperate with requests, inquiries or investigations of any gaming regulatory authorities or law enforcement agencies in connection with the performance of this Agreement, including the disclosure of information to gaming regulatory agencies that would otherwise be considered confidential under

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other sections of this Agreement. If any approval and/or license necessary for the performance of this Agreement is denied, suspended or revoked, this Agreement shall terminate immediately and the Company shall dissolve and wind up its affairs in accordance with Article 9; provided, however, that the provisions of Article 10 and the obligations that would otherwise survive termination of this Agreement or the withdrawal of a Member by its terms, including without limitation obligations under Section 3.8 and obligations relating to confidentiality and nondisclosure, shall survive termination of this Agreement and, provided further, however, that if the denial, suspension or revocation affects performance of this Agreement in part only, the parties agree to continue to perform their obligations and duties to the extent the Agreement is not affected by such denial, suspension or revocation.

(b) The continued suitability under the standards of the gaming regulators of the Members is a mandatory requirement placed upon IGT by the gaming bodies which enforce the strict gaming laws and regulations of this industry and the parties hereto acknowledge the need to comply with these requirements and reasonably cooperate with IGT in this regard as an ongoing material condition of this Agreement. From time to time during the term of this Agreement, IGT shall provide GCA copies of applicable suitability standards of applicable gaming regulations.

ARTICLE 4

MANAGEMENT AND CONTROL OF THE COMPANY

4.1 Management of the Company by Managers.

(a) Management by Managers. The overall business, property and affairs of the Company shall be managed by the Managers, who may, but need not, be Members. Except for situations in which the approval of the Members is expressly required by the Act, the Certificate of Formation or this Agreement, the Managers shall have full, complete and exclusive authority, power, and discretion to manage, and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, property and affairs.

(b) Meetings of Managers. The Managers shall meet at least monthly. No notice need be given to Managers of regular meetings for which the Managers have previously designated a time and place for the meeting. Special meetings of the Managers may be held at any time upon the request of the President of the Company, if any, or a Manager. Notification of any Special Meeting shall be sent to the last known address of each Manager at least five (5) days before the meeting. Meetings of the Managers may be held at any place within or without the State of Nevada which has been designated in the notice of the meeting or at such place as may be approved by the Managers. Managers may participate in the meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. All Managers must be present at a meeting in order to form a quorum of the Managers for the purpose of transacting Company business. Except to the extent that this

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Agreement expressly requires the approval of all Managers, every act or decision done or made by the Managers whether at a meeting duly held at which a quorum is present or by written consent must be approved by at least two Managers. Unless expressly stated to the contrary, any provision in this Agreement requiring the consent or approval of the Managers shall mean the consent of at least two Managers.

4.2 Election of Managers.

(a) Number, Term, and Qualifications. The Company shall initially have three (3) Managers, two (2) Managers to be designated by GCA, and one (1) Manager to be designated by IGT. Until the number of Managers is changed pursuant to this Agreement, GCA shall have the power to elect and remove its two (2) designee Managers and IGT shall have the power to elect and remove its one (1) designee Manager. No Member may unilaterally remove the designee Manager of the other Member. Should the number of Members increase as provided herein, thereafter the number of Managers of the Company and the number of Managers each Member is entitled to elect and remove shall be fixed from time to time by the affirmative vote or written consent of all the Members. Unless a Manager resigns or is removed, each Manager shall hold office until a successor shall have been elected, or appointed and qualified. Successor Managers shall be elected by the affirmative vote or written consent of the Members entitled to elect and remove such Manager. A Manager need not be a Member, an individual, a resident of the State of Delaware, or a citizen of the United States.

(b) Resignation. Any Manager may resign at any time by giving written notice to the Members entitled to elect and remove such Manager and the remaining Managers, if any. Any such resignation shall be without prejudice to the rights, if any, of the Company under any contract to which the resigning Manager is a party. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

(c) Removal. A Manager may be removed at any time, with or without cause, by the affirmative vote or written consent of Members entitled to elect or remove such Manager. Any removal shall be without prejudice to the rights, if any, of a Manager under any employment contract.

(d) Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled by the affirmative vote or written consent of Members entitled to elect and remove the Manager causing the vacancy.

4.3 Power of Managers. Without limiting the generality of Section 4.1 but subject to Sections 4.4 and 4.5 and to the express limitations set forth elsewhere in this Agreement, the Managers shall have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company. The Managers shall possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

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convenient to carry out the business and affairs of the Company. The President shall submit to the Members for their approval each year a strategic plan, the Operating Plan, and the Annual Budget for the Company and any of its subsidiaries for the approval of the Members, and, provided that all costs, expenses and other obligations are within such approved Annual Budget, the Managers shall have all necessary powers, including, without limitation, to:

(a) Acquire, purchase and own property or assets that the Managers determine is necessary or appropriate or in the interest of the business of the Company, and to acquire options for the purchase of any such property;

(b) Guarantee the payment of money or the performance of any contract or obligation of any Person;

(c) Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of the Company’s assets;

(d) Retain legal counsel, auditors, and other professionals in connection with the Company business and to pay therefor such remuneration as the Managers may determine;

(e) Care for and distribute funds to the Members by way of cash flow, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement;

(f) Employ from time to time, at the expense of the Company, on such terms and for such compensation as the Managers may determine, but subject to this Agreement, Persons to render services to the Company; and

(g) Make elections for federal, state and local tax purposes, including without limitation, any election permitted by applicable law to (i) adjust the basis of the Company property pursuant to Code Sections 754, 734(b), and/or 743(b), and/or comparable provisions of state or local law in connection with the transfer of Membership Units; and (ii) extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state or local tax returns.

The expression of any power or authority of the Managers in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. The rights and powers of the Managers hereunder shall be exercised by the Managers in such manner as they may agree, including without limitation by delegating responsibility for conduct of Company business or any portion thereof to any one (1) or more of the Managers or officers of the Company or officers of either Member. Any such delegation of responsibility or authority to one (1) or more Managers or officers of the Company or officers of either Member may be revoked at any time by the remaining Managers. Initially, responsibility for the day-to-day operations of the Company shall be delegated to the officers of GCA.

4.4 Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, no Manager shall have authority hereunder to cause the Company to engage in the

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following transactions without first obtaining the affirmative vote or written consent of all the Members:

(a) The incurrence of Company debt in excess of amounts set forth in the Annual Budget;

(b) The sale, merger, consolidation, conversion of the Company to or with any other Person;

(c) The establishment of different classes of Members;

(d) Engage in any business other than the Company Business and such activities as are necessarily incidental thereto;

(e) Any act which would make it impossible to carry on the ordinary business of the Company;

(f) The confession of a judgment against the Company;

(g) The commencement or settlement of any litigation that is material to the Company or any subsidiary of the Company;

(h) Payment or assumption of obligations outside of the Annual Budget or the payment, incurrence or assumption of any single cost, indebtedness, expense or other expenditure in excess of $200,000;

(i) The initial determination of the salaries of the Company’s Manager’s and officers, and thereafter, any increase in a Manager’s or an officer’s annual salary in excess of five percent (5%) of the prior year’s based salary and all management bonus and incentive compensation plans;

(j) Except as otherwise provide for in the Annual Budget and Operating Plan, the sale, exchange or other disposition of Company assets aggregating ten thousand dollars ($10,000) or more as part of a single transaction or plan, or in multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

(k) The issuance of any new Units or other equity interests in the Company other than as provided under Sections 2.2 and 2.3;

(l) Any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property, or the lending of funds, or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) between the Company and any Manager, Member, Affiliate of a Manager, Member or member of a Member, or an officer, director, employee, or other agent of a Manager or Member; or

(m) Approval of the Company’s Annual Budget and Operating Plan.

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4.5 Members Have No Managerial Authority. The Members shall have no power to participate in the management of the Company except as expressly authorized by this Agreement or the Certificate of Formation and except as expressly required by the Act. Unless expressly and duly authorized in writing to do so by the Managers or by this Agreement, no Member shall have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, or to render it liable for any purpose.

4.6 Performance of Duties; Liability of Managers. Every Manager shall discharge his duties as a Manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interests of the Company. A Manager shall not be liable for any monetary damages to the Company for any breach of such duties except for receipt of a financial benefit to which the Manager is not entitled; voting for or assenting to a distribution to Members in violation of this Agreement or the Act; or a knowing violation of the Agreement or of the law.

4.7 Transactions between the Company and a Manager. The Managers may, and may cause their Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property, or the lending of funds, or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company only if such transaction is approved by all of the Members. Any agreements authorized to be executed and delivered under the terms of this Agreement shall be deemed approved by all of the Members.

4.8 Payments to Managers. Except as otherwise authorized in, or pursuant to, this Section 4.8 or this Agreement, neither the Managers nor their Affiliates are entitled to remuneration for services rendered or goods provided to the Company unless otherwise approved by the Members pursuant to Section 4.4(i). The Company shall reimburse a Manager and such Manager’s Affiliates for the actual cost of goods and materials used for or by the Company.

4.9 Appointment of Officers. The Managers may appoint officers at any time which officers may include a president, one or more vice presidents or executive vice presidents, secretary, chief financial officer, and such other officers as deemed necessary by the Managers. The officers shall serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Managers.

(a) Removal, Resignation, and Filling of Vacancy of Officers. Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, with or without cause, by the Managers at any time. Any officer may resign at any time by giving written notice to the Managers. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any

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other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(b) Salaries of Officers. Subject to Section 4.4(i), the salaries of all officers and agents of the Company shall be fixed by the Managers.

(c) Duties and Powers of the President. Subject to such supervisory powers, if any, as may be given by the Managers to the chairman, if there be such an officer, the president shall be the chief executive officer of the Company, and shall, subject to the control of the Managers, have general and active management of the business of the Company and shall see that all orders and resolutions of the Managers are carried into effect. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.

The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Managers to some other officer or agent of the Company.

(d) Duties and Powers of the Vice-President. The vice-president or executive vice-president, or if there shall be more than one, the vice-presidents or executive vice-presidents in the order determined by a resolution of the Managers, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Managers by resolution may from time to time prescribe.

(e) Duties and Powers of the Secretary. The secretary shall attend all meetings of the Managers and Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the Managers and Members and shall perform such other duties as may be prescribed by the Managers. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, Units, the number and date of certificates issued for the same (if any), and the number and date of cancellation of every certificate surrendered for cancellation (if any). The secretary shall also keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

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If the Managers choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers may from time to time prescribe.

(f) Duties and Powers of the Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and Units. The books of account shall at all reasonable times be open to inspection by any Manager.

The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Managers.

The chief financial officer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the president and the Managers, at their regular meetings, or when Managers so require, at a meeting of the Managers an account of all his or her transactions as chief financial officer and of the financial condition of the Company.

The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The chief financial officer shall have the general duties, powers and responsibility of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.

If the Managers choose to elect an assistant treasurer or assistant treasurers, the assistant treasurers in the order of their seniority shall, in the absence, disability or inability to act of the chief financial officer, perform the duties and exercise the powers of the chief financial officer, and shall perform such other duties as the Managers shall from time to time prescribe.

(g) Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

(h) Signing Authority of Officers. Subject to any restrictions imposed by the Managers, any officer, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company’s accounts. Unless the Managers specifically provide otherwise, all checks,

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drafts, and other instruments obligating the Company to pay money as well as all contracts, obligations and other documents must be signed on behalf of the Company by the President.

ARTICLE 5

ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS

5.1 Allocations of Net Profit and Net Loss.

(a) Net Loss. Subject to the limitation set forth in Section 5.1(b), Net Losses for each Fiscal Year shall be allocated to the Unitholders in proportion to their Units.

(b) Loss Limitation. Notwithstanding Section 5.1(a), loss allocations to a Unitholder shall be made only to the extent that such loss allocations will not create a deficit Capital Account balance for that Unitholder in excess of an amount, if any, equal to such Unitholder’s share of Company Minimum Gain that would be realized on a foreclosure of the Company’s property. Any loss not allocated to a Unitholder because of the foregoing provision shall be allocated to the other Unitholders (to the extent the other Unitholders are not limited in respect of the allocation of losses under this Section 5.1(b)). Any loss reallocated under this Section 5.1(b) shall be taken into account in computing subsequent allocations of income and losses pursuant to this Article 5, so that the net amount of any item so allocated and the income and losses allocated to each Unitholder pursuant to this Article 5, to the extent possible, shall be equal to the net amount that would have been allocated to each such Unitholder pursuant to this Article 5 if no reallocation of losses had occurred under this Section 5.1(b).

(c) Net Profit. Subject to allocations under Section 5.1(b), Net Profit shall be allocated to the Unitholders in proportion to their Units.

5.2 Tax Allocations.

(a) General Tax Allocations. Except as otherwise set forth in this Agreement, every item of income, gain, loss, deduction, or credit of the Company shall be allocated for income tax purposes to each Unitholder insofar as possible in accordance with the allocation of Net Profits and Net Losses for book accounting purposes.

(b) Method of Allocations. The Members shall make any elections or other decisions relating to tax allocations in a manner that reasonably reflects the intention of this Agreement. Allocations pursuant to this Section 5.2 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Net Profits, Net Losses, other items or distributions pursuant to any provision of this Agreement.

(c) Contributed Property. In accordance with Code Section 704(c) and the Regulations thereunder, items of income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members using the traditional method described in Treasury Regulations Section 1.704-3(b) so as to take account of any variation between the adjusted basis of such property to the Company for

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federal income tax purposes and its fair market value on the date of contribution (as determined by the contributing Member and the Company, and subject to the Contribution Agreement).

(d) Adjustments to Book Value. If the Book Value of any Company asset is adjusted pursuant to paragraph (a) under the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

(e) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Company; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted by Sections 734 and 743 of the Code.

(f) Whenever the income, gain and loss of the Company allocable hereunder consists of items of different character for tax purposes (e.g., ordinary income, long-term capital gain, interest expense, etc.), the income, gain and loss for tax purposes allocable to each Member shall be deemed to include its pro rata share of each such item. Notwithstanding the foregoing if the Company realizes depreciation recapture income pursuant to Section 1245 or Section 1250 (or other comparable provision) of the Code as the result of the sale or other disposition of any asset, then, except as otherwise expressly required by Sections 1.1245-1(e) and 1.1250-1(f) of the Treasury Regulations, the allocations to each Member hereunder shall be deemed to include the same proportion of such depreciation recapture as the total amount of deductions for tax depreciation of such asset previously allocated to such Member bears to the total amount of deductions for tax depreciation of such asset previously allocated to all Members. This Section 5.2(f) shall be construed to affect only the character rather than the amount, of any items of income, gain and loss.

5.3 Distributions and Allocations with Respect to Transferred or Newly Issued Units.

(a) Newly Issued Units. If the Company issues Units on different dates during any fiscal year, the Net Profits, Net Losses, each item thereof, and all other items allocable to the Unitholders for each such fiscal year shall be allocated among the Unitholders in proportion to the number of Units each holds from time to time during the fiscal year in accordance with Code Section 706(d), using any convention permitted by law and selected by the Members.

(b) Transferred Units. If any Unit is transferred during any accounting period in compliance with Article 6, Net Profits, Net Losses, each item thereof, and all other items attributable to the Unit for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Members. All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such transfer not later than the end of the calendar month during which it is given notice of such transfer, provided that if the Company

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does not receive a notice stating the date such Unit was transferred and such other information as the non-transferring Members may reasonably require within thirty (30) days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, on the last day of the accounting period during which the transfer occurs, was the owner of the Unit. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 5.3(b), whether or not any Member or the Company has knowledge of any transfer of ownership of any Unit.

5.4 Distributions of Cash. Subject to applicable law and any limitations contained elsewhere in this Agreement, at the end of each fiscal quarter of the Company, the Managers shall distribute an amount of cash to the Unitholders, which distributions shall be made to the Unitholders in proportion to their Units, with cash that is available at the time of distribution after all other required distributions and obligations have been met, including, without limitation: (i) reserving operating expenses for the following 60 days based upon the operating budget of the Company for such fiscal year; (ii) maintaining a reasonably prudent debt-to-equity ratio; (iii) funding expected capital expenditures required in the Annual Budget; (iv) funding contingent liabilities; and (v) providing such additional reserves as the Managers determine are necessary.

5.5 Distributions in Kind. A Unitholder has no right to demand and receive any distribution from the Company in any form other than money. Except for distributions in liquidation, all distributions in kind to the Unitholders shall be made to the Unitholders in proportion to their Units. No Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to the other. Except upon dissolution and the winding up of the Company, no Member may be compelled to accept a distribution of any asset in kind. The Company shall not, under any provision of this Agreement, distribute notes or other securities in violation of any securities or other law.

5.6 Return of Distributions. Except for distributions made in violation of the Act or this Agreement, no Unitholder shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Unitholder or paid by a Unitholder for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Unitholder.

5.7 Obligations of Members to Report Allocations. The Members are aware of the income tax consequences of the allocations made by this Article 5 and hereby agree to be bound by the provisions of this Article 5 in reporting their shares of Company income and loss for income tax purposes.

ARTICLE 6

TRANSFER AND ASSIGNMENT OF INTERESTS

6.1 Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate all or part of its Membership Interest, except

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as permitted pursuant to this Article 6. All transfers shall be made in strict compliance with the provisions of this Article 6. Any transfer in violation of this Section 6.1 shall be voidable by any Member. No Member shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate all or any part of its Membership Interest without the prior written consent of the remaining Members. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement.

6.2 Transfers to Affiliates. Notwithstanding anything to contrary in Section 6.1, Members may transfer some or all of their Membership Interest to a wholly owned Affiliate or, in the case of GCA, to a member of GCA, without the consent of the remaining Members, provided that such transfer (i) meets all applicable gaming regulations and other regulatory licensing requirements, (ii) will not cause the dissolution of the Company under the Act, (iii) will not cause the termination of the Company under Section 708(1)(B) of the Code, or (iv) will not cause the Company to be treated as a publicly traded partnership under Section 7704 of the Code. Notwithstanding the foregoing, such assignment will not relieve the assignor from any obligations under this Agreement or the Associated Agreements.

6.3 Substitution of Members. An assignee of Units shall have the right to become a Substitute Member on satisfaction of the conditions in Section 6.2 or on the satisfaction of the following conditions:

(a) The written consent of all of the non-transferring Members, the granting or denial of which shall be within the absolute discretion of each such Member. Notwithstanding the foregoing and subject to all other requirements of this Section 6.3, the consent of the non-transferring Members shall not be required to become a Member for any assignments of Units to a Member:

(b) The filing with the Company of a duly executed written instrument of assignment in a form approved by the Managers specifying the interest being assigned and setting forth the intention of the assignor that the assignee succeed to the assignor’s interest as a Member with respect to such interest;

(c) The execution and acknowledgment by the assignor (except in the case of an assignment occurring by will, intestate succession, or otherwise by operation of law) and assignee of any other instruments that the Managers deem necessary or appropriate including, without limitation, an instrument accepting and adopting the terms and provisions of this Agreement; and

(d) The payment by the assignor or the assignee of all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with the assignment and substitution.

The admission of a Substitute Member pursuant to this Section 6.3 shall not result in the release of the assignor from any liability that he, she or it may have to the Company.

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6.4 Assignee’s Rights.

(a) Subject to compliance with the Company’s and Members’ rights of first refusal under this Article 6, an assignee of a Member’s Interest shall be entitled to receive distributions of Net Cash Flow, and allocations of Net Profit and Net Losses attributable to the interest after the effective date of the assignment. The effective date of an assignment shall be the later of (i) the date of receipt and acceptance by the Managers of the written notice of the assignment and all other documents required under this Article 6, or (ii) such later date as may be specified in the notice of assignment. Notwithstanding anything to the contrary in this Section, distributions and allocations among the assignee and assignor shall be subject to the provisions of Section 5.3.

(b) An assignee shall be entitled to become a Substituted Member upon the terms and conditions set forth in Section 6.3. Unless and until an assignee becomes a Substituted Member in accordance with the provisions of Section 6.3, the assignee shall not be entitled to any of the rights granted to a Member under this Agreement other than the rights granted to an assignee under Section 6.3(a).

(c) The Company and the Members shall be entitled to treat the record owner (as reflected on the books of the Company) of any Company Units as the absolute owner thereof in all respects, and shall incur no liability for distributions of Net Cash Flow made in good faith to such owner until such time as a written assignment of such interest has been received by the Managers and recorded on the books of the Company. In no event shall any Units be sold, transferred or assigned to an incompetent or a minor (unless to a custodian or trustee or other fiduciary for the benefit of such minor or incompetent).

(d) Any purported assignment of an interest in the Company which is not in compliance with this Agreement is hereby declared to be null and void and of no force or effect whatsoever. For purposes of this section, any transfer of an interest, whether voluntary or by operation of law, shall be considered an assignment.

6.5 Death or Incapacity of a Member. Upon the death or legal incompetency of an individual Member, such Member’s personal representative shall have all the rights of a Member (subject to any obligations of the Member to the Company) for the purpose of settling or managing the Member’s estate, and such power as the decedent or incompetent possessed to constitute a successor as an assignee of his or her interest in the Company and to join with such assignee in making application to substitute such assignee as a Member.

6.6 Bankruptcy or Dissolution of a Member. Upon the bankruptcy, insolvency, dissolution (other than for failure to file any required annual report or to pay any tax or fee due to the Secretary of State of the state of incorporation or organization of any Member) or other cessation to exist as a legal entity of a Member not an individual, the authorized representative of such entity shall have all of the rights of a Member (subject to any obligation of the Member to the Company) for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Company and to join with such assignee in making application to substitute such assignee as a Member.

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6.7 Option to Purchase Membership Rights. Upon and contemporaneously with any transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member’s Units by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member’s Units (or portion thereof) which does not result in the assignee becoming a Substitute Member with regard to the Units within thirty (30) days from the effective date of the assignment, the Company shall purchase from the Member for a purchase price of One Hundred Dollars ($100) all remaining rights of membership (including, but not limited to, the right to vote or participate in the management of the business, property and affairs of the Company) retained by the Member that were associated with the transferred Units.

Each Member hereby acknowledges and agrees that the obligation of the Company to purchase all remaining rights of membership retained by a Member upon the terms on conditions set forth in this Section 6.7 is not unreasonable under the circumstances existing as of the date hereof.

6.8 Right of First Refusal. Subject to such limitations and restrictions that appear elsewhere in this Agreement, each time a Unitholder (“Transferor”) proposes to transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Unitholder’s Units (or as required by operation of law or other involuntary transfer to do so) to any Person other than another Member, such Transferor shall first offer such Units to the non-transferring Members in accordance with the following provisions:

(a) Transferor shall deliver a written notice (the “Offer Notice”) to the Company and the non-transferring Members stating (i) Transferor’s bona fide intention to transfer such Interest, (ii) the name and address of the proposed transferee, (iii) the Units to be transferred (the “Offered Units”), and (iv) the purchase price in terms of payment for which the Transferor proposes to transfer such Units;

(b) Within thirty (30) days after receipt of the Offer Notice, each non-transferring Member shall notify all other non-transferring Members in writing of its desire to purchase a portion of the Offered Units. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Offered Units. Each Member electing to purchase shall be entitled to purchase a portion of Offered Units in the same proportion that the number of Units owned by such Member bears to the aggregate of the Units owned by all of the Members electing to so purchase. In the event any Member elects to purchase none or less than all of its pro rata share of the Offered Units, then the other Members can elect to purchase more than their pro rata share;

(c) Within ninety (90) days after receipt of the Offer Notice, the purchasing Members shall have the first right to purchase or obtain the Offered Units at the price designated in the Offer Notice. The purchase price shall be paid by the purchasing Members, pursuant to the terms set forth in the Offer Notice. If the Offer Notice provides for the payment of non-cash consideration, the purchasing Members may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the purchasing Members or, if the Transferor objects, by a qualified independent appraiser; and

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(d) If the non-transferring Members elect not to purchase all of the Offered Units, then the Transferor may transfer the Offered Units to the proposed transferee, providing such transfer (i) is completed within thirty (30) days after the expiration of the non-transferring Members’ right to purchase the Offered Units, and (ii) is made on terms no less favorable to the Transferor than as designated in the Offer Notice. If the Offered Units are not so transferred, the Transferor must give notice in accordance with this Section prior to any other or subsequent transfer of such Offered Units. Notwithstanding anything to the contrary, an assignee of the Offered Units hereunder shall only have such rights as set forth in Section 6.4 until such assignee becomes a Substitute Member pursuant to Section 6.3.

6.9 Change in Control of Members. A change in Control of a Member will be deemed a transfer of such Member’s Membership Units for purposes of this Agreement and this Article 6, and such transfer must meet the requirements and conditions of this Article 6, including without limitation the unanimous consent of the remaining Members, which will not be unreasonably withheld. “Control” for purposes of this Agreement means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Member either through the majority ownership of fifty percent (50%) or greater of the voting securities of such Member or fifty percent (50%) of the assets of such Member, or any combination thereof. Transfers of members interests among members of GCA, directly or indirectly, or to affiliates of such members shall not be deemed a change in control of GCA.

ARTICLE 7

CONSEQUENCES OF A DISSOCIATION EVENT

The occurrence of a Dissociation Event shall not dissolve the Company nor shall it require the vote of the remaining Members consenting to the continuation of the business of the Company.

ARTICLE 8

ACCOUNTING, RECORDS, REPORTING BY MEMBERS

8.1 Books and Records. The Managers shall keep the books and records of the Company in accordance with generally accepted accounting principals. The Managers shall maintain at the Company’s principal office all of the following:

(a) A current list of the full name and last known business or residence address of each Unitholder set forth in alphabetical order, together with the capital contributions and Units held by each Unitholder;

(b) A current list of the full name and business or residence address of each Manager;

(c) A copy of the Certificate of Formation and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto have been executed;

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(d) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years;

(e) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

(f) Copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years; and

(g) The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four (4) Fiscal Years.

8.2 Reports. The Managers shall cause to be filed, in accordance with the Act and all applicable laws, all reports and documents required to be filed with any governmental agency, including without limitation, and at Company expense, income tax returns of the Company. The Company shall cause to be prepared at least annually information necessary for the preparation of the Unitholders’ foreign, federal and state income tax returns. The Company shall send or cause to be sent to each Unitholder within ninety (90) days after the end of each taxable year such information as is necessary to complete foreign, federal and state income tax or information returns.

8.3 Annual Audit. The Managers shall cause to be preformed at least annually, at Company expense, an audit of the Company’s books and records by the Company’s independent accountant. Within thirty (30) days following the completion of an audit of the Company’s books and records, the Managers shall cause a report to be sent to each Member containing: (i) a balance sheet as of the end of the period audited and an income statement and statement of changes in financial position for the period audited; and (ii) the Independent Accountant’s report regarding the Company’s financial statements.

8.4 Bank Accounts. The Managers shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person.

8.5 Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managers in accordance with generally accepted accounting principles. The Managers may rely upon the advice of their Independent Accountants as to whether such decisions are in accordance with generally accepted accounting principles.

8.6 Annual Budget. The Managers shall cause to be prepared and unanimously approved by the Members prior to commencement of each Fiscal Year an Annual Budget. The parties intend that an Annual Budget for the following Fiscal Year be approved at least one (1) month prior the beginning of such Fiscal Year. If the Members are unable to approve an Annual Budget for a Fiscal Year, then the Annual Budget for such Fiscal Year shall be the same as the Annual Budget from the prior year less any and all extra-ordinary capital expenditures. No material changes or departures from the Annual Budget shall be made without the prior

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unanimous consent of the Members. The Managers shall use all reasonable efforts to have the actual operating expenditures conform to the costs set forth in the Annual Budget.

8.7 Operating Plan. The Managers shall cause to be prepared and unanimously approved by the Members an Operating Plan. The Managers shall amend or otherwise modify the Operating Plan as necessary or appropriate to accurately reflect the Company’s business plan, goals and strategies. No material changes or departures from the Operating Plan shall be made without the prior unanimous consent of the Members. The Managers shall use all reasonable efforts to operate the Company in conformity with the Operating Plan.

8.8 Tax Matters for the Company Handled by Members and Tax Matters Partner. GCA is designated as the “Tax Matters Partner” (as defined in Code Section 6231), to represent the Company (at the Company’s expense) in connection with all examination of the Company’s affairs by tax authorities and to expend Company funds for professional services and costs associated therewith, provided, however, that GCA shall not have the authority without first obtaining the consent of all other Members to do any of the following: (i) enter into a settlement agreement with the Internal Revenue Service (or any similar state agency) that purports to bind the Company; (ii) file a petition as contemplated in Sections 6226(a) or 6228 of the Code; (iii) intervene in any action contemplated in Section 6226(b)(6) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; and (v) enter into an agreement extending the period of limitation as contemplated in Section 6229(b)(1)(B) of the Code. If GCA ceases or fails to serve as Tax Matters Partner, then IGT shall appoint another to be the Tax Matters Partner.

ARTICLE 9

DISSOLUTION AND WINDING UP

9.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following:

(a) Upon the happening of any event of dissolution specified in the Certificate of Formation;

(b) Upon the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act;

(c) Upon the unanimous vote of all the Members; and

(d) Upon termination of the Agreement in whole (not in part) pursuant to Section 3.11.

9.2 Winding Up. Upon the dissolution of the Company, the Company’s assets shall be disposed of and its affairs wound up. The Company shall give written notice of the commencement of the dissolution to all of its known creditors.

9.3 Distributions in Kind. Except as provided in Section 5.5, any non-cash asset distributed to one or more Unitholders shall first be valued at its fair market value to determine

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the Net Profit or Net Loss that would have resulted if such asset were sold for such value, such Net Profit or Net Loss shall then be allocated pursuant to Article 5, and the Unitholders’ Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Unitholder receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). The fair market value of such asset shall be determined by the Managers or if any Member objects by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) selected by the Managers.

9.4 Order of Payment of Liabilities Upon Dissolution. After determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the remaining assets shall be distributed to the Unitholders in accordance with their Units, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Notwithstanding anything to the contrary herein, all payments to the Unitholders upon the winding up and dissolution of the Company shall be made strictly in accordance with the positive capital account balance limitation and other requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

9.5 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Unitholder shall be entitled to look only to the assets of the Company for the return of its capital contributions and shall have no recourse for its capital contribution and/or share of Net Profits against any Member except as provided in Article 10.

9.6 Termination of the Company. Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company’s affairs shall terminate and the liquidating Manager shall cause to be executed and filed a Certificate of Cancellation to accomplish the cancellation of the Company’s Certificate of Formation, as well as any other documents required to effectively terminate the Company. The Certificate of Cancellation shall set forth:

(a) The name of the Company;

(b) The date of the filing of the Company’s Certificate of Formation;

(c) The reason for filing the Certificate of Cancellation;

(d) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the Certificate of Cancellation; and

(e) Any other information the liquidating Manager determines.

ARTICLE 10

INDEMNIFICATION AND INSURANCE

10.1 Indemnification of Agents. The Company shall defend and indemnify any Member or Manager and may indemnify any person who was or is a party or is threatened to be made a

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party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a Member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an “agent”), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. Based on the foregoing, such defense and indemnity includes the right to have legal fees and costs incurred by any Member or Manager hereunder to be paid in advance of a final disposition. Notwithstanding anything in this Article to the contrary, the Company will not have an obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense nor with respect to proceedings, claims or actions brought by a Member against another Member as a result of alleged breaches of this Agreement or other duties owed by a Member to another Member.

10.2 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as an agent, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Section 10.1 or under applicable law.

10.3 Limit on Liability of Members. The indemnification set forth in this Article shall in no event cause the Members to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Members to any third party.

ARTICLE 11

INVESTMENT REPRESENTATIONS

Each Member hereby represents and warrants to, and agrees with, the Managers, the other Members, and the Company as follows:

11.1 Preexisting Experience. Such Member by reason of its business or financial experience, or by reason of the business or financial experience of its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment.

11.2 No Advertising. Such Member has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation with respect to the sale of the Membership Interest.

11.3 Investment Intent. Such Member is acquiring the Membership Interest for investment purposes for its own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial interest in or right to the Membership Interest.

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11.4 No Liquidity. Such Member is financially able to bear the economic risk of an investment in the Company and has no need for liquidity in this investment.

11.5 All Information. Such Member (i) has received all information that such Member deems necessary to make an informed investment decision with respect to an investment in the Company; (ii) has had the unrestricted opportunity to make such investigation as such Member desires pertaining to the Company and an investment therein and to verify any information furnished to such Member; and (iii) has had the opportunity to ask questions of representatives of the Company concerning the Company and such Member’s investment.

11.6 Restriction on Alienation. Such Member understands that such Member must bear the economic risk of an investment in the Company for an indefinite period of time because (i) the Units have not been registered under the Securities Act and applicable state securities laws and (ii) the Units may not be sold, transferred, pledged or otherwise disposed of except in accordance with this Agreement and then only if they are subsequently registered in accordance with the provisions of the Securities Act and applicable state securities laws or registration under the Securities Act or any applicable state securities laws is not required.

11.7 No Registration. Such Member understands that the Company is not obligated to register the Units for resale under the Securities Act or any applicable state securities laws and that the Company is not obligated to supply such Member with information or assistance in complying with any exemption under the Securities Act or any applicable state securities laws. Upon the request of the Company, such Member will provide the Company with an opinion of counsel satisfactory to the Company that a proposed resale of the Units complies with the Securities Act or any applicable state securities laws.

ARTICLE 12

MISCELLANEOUS

12.1 Conference Telephone Meetings. The meetings of the Managers may be held by means of conference telephone or similar communication equipment so long as all persons participating in the meeting can hear each other.

12.2 Complete Agreement. This Agreement and the Certificate of Formation, the Contribution Agreement, and all Associated Agreements (and any other agreements contemplated herein or therein) constitute the complete and exclusive statement of agreement among the Members and Manager with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements among the Members and Manager. To the extent that any provision of the Certificate of Formation conflict with any provision of this Agreement, the Certificate of Formation shall control.

12.3 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Members and Manager, and their respective successors and assigns.

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12.4 Parties in Interest. Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members, Managers, and their respective successors and assigns nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

12.5 Pronouns; Statutory References. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.

12.6 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

12.7 Interpretation. In the event any claim is made by any Member or Manager relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or Manager or by such Member or Manager’s counsel.

12.8 References to this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

12.9 Jurisdiction. Each Member and Manager hereby consents and acknowledges that the laws of the State of Delaware shall govern the interpretation and effect of this Agreement. Any disputes between or among the then Members or Managers concerning enforcement of the terms of this Agreement shall be tried exclusively in the courts of Clark County in the State of Nevada or in the U.S. District Court for the District of Nevada.

12.10 Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.

12.11 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

12.12 Additional Documents and Acts. Each Member and Manager agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

12.13 Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing and sent by either certified mail,

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return receipt requested or by nationally recognized overnight courier service requiring a signed receipt on delivery and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to a Member at the address specified in Exhibit A hereto. Any party may, at any time by giving five (5) days prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.

12.14 Amendments. All amendments to this Agreement and the Certificate of Formation must be in writing and signed by all the Members.

12.15 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

12.16 Attorney Fees. In the event that any dispute between the Company and the Members or among the Members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment. For the purposes of this Section: (i) ”attorney fees” shall include, without limitation, fees incurred in the following: (a) postjudgment motions; (b) contempt proceedings; (c) garnishment, levy, and debtor and third party examinations; (d) discovery; and (e) bankruptcy litigation; and (ii) ”prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

12.17 Special Power of Attorney.

(a) Attorney In Fact. Each Member hereby grants the Managers a special power of attorney irrevocably making, constituting, and appointing the Managers as the Member’s attorney in fact, with all power and authority to act in the Member’s name and on the Member’s behalf to execute, acknowledge and deliver and swear to in the execution, acknowledgment, delivery and filing of the following documents:

(i) Promissory notes, security agreements, and/or UCC-1 financing statements (and all amendments thereto) to be delivered in connection of such Member’s failure to make a capital contribution if required;

(ii) Assignments of Membership Interests or other documents of transfer to be delivered in connection with the purchase or other transfer of Units pursuant to Article 6 or 7; or

(iii) Any other instrument or document that may be reasonably required by the Mangers in connection with any of the foregoing or to reflect any reduction in the Member’s Capital Account, Membership Interest, or Units.

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(b) Irrevocable Power. The special power of attorney granted pursuant to this Section (i) is irrevocable, (ii) is coupled with an interest, and (iii) shall survive a Member’s death, incapacity or dissolution.

(c) Signatures. The Managers may exercise the special power of attorney granted in this Section 12.17 by a facsimile signature of any Manager or by the signature of any Manager.

12.18 Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

12.19 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware.

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SIGNATURE PAGE

OF THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

QUIKPLAY, LLC

IN WITNESS WHEREOF, all of the Members of QuikPlay, LLC, a Delaware limited liability company, have executed this Agreement, effective as of the date written above.

COMPANY:
QUIKPLAY, LLC,
a Delaware limited liability company
By:	/s/    KIRK E. SANFORD
Name:	Kirk E. Sanford
Title:	President

MEMBERS:
IGT
a Nevada corporation
By:	/s/    RAYMOND D. PIKE
Name:	Raymond D. Pike
Title:	Executive Vice President

GLOBAL CASH ACCESS,
a Delaware limited liability company
By:	/s/    KIRK E. SANFORD
Name:	Kirk E. Sanford
Title:	CEO

EXHIBIT A

MEMBER INFORMATION

Member’s Name	Member’s Address	Initial Capital Account	Units
IGT	IGT 9295 Prototype Drive Reno, NV 89511 Attn:     G. Thomas Baker, President Phone:   775-448-0104 Fax:        775-448-0777 Copies to: Attn:    SaraBeth Brown             General Counsel Phone:  775-448-3225 Fax:       775-448-0120	$80,000	4,000
Global Cash Access, L.L.C.	Global Cash Access, L.L.C. 2350 Mission College Blvd., Suite 275 Santa Clara, CA 95054 Attn:     Kirk Sanford Phone:  408-588-7155 Fax:       408-588-7145 Copies to: Morrison & Foerster LLP 755 Page Mill Road Palo Alto, CA 94304 Attn:     Paul L. Lion III, Esq. Phone:   650-813-5600 Fax:        650-494-0792	$120,000	6,000
		$200,000	10,000

A-1

EXHIBIT B

DEFINITIONS

When used in the limited liability company agreement, the following terms shall have the meanings set forth below (section, subsection and paragraph references are to sections, subsections and paragraphs in the limited liability company agreement.):

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time, and any successor to such Act.

“Affiliate” shall mean any person or entity controlled by, controlling, or under common control with a Member or Manager, as the case may be.

“Annual Budget” shall mean the Company’s annual operating budget prepared by the Mangers and approved by the Members pursuant to Section 8.6. The Annual Budget shall include the following information:

(a) A schedule of all costs and expenses projected to be incurred by the Company during the Fiscal Year, including, but not limited to, all expenses relating to employees, independent contractors, supplies, rent, lease payments, and utilities, together with specific details allocating such costs and expenses among the various operations of the Company;

(b) A schedule of the Company’s anticipated gross receipts from operations for such Fiscal Year, together with specific details attributing such gross receipts among the various operations of the Company;

(c) A schedule of anticipated capital expenditures for the Fiscal Year including, but not limited to, the cost of equipment, furniture and fixtures, and leasehold improvements; and

(d) A schedule of anticipated capital calls and other financings.

“Associated Agreements” means the License Agreement, the Non-Exclusive Distributorship Agreement, the IGT Development Agreement, the Contract Services Agreement, the Consulting Services Agreement, and the Electronic Payment Processing Agreement.

“Bankruptcy” shall mean (i) the filing of an application by a Member for, or such Member’s consent to, the appointment of a trustee, receiver, or custodian of his, her or its other assets; (ii) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (iii) the making by a Member of a general assignment for the benefit of creditors; (iv) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (v) the failure by a Member generally to pay such Member’s debts as the debts become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of such Member’s inability to pay his, her or its debts as they become due.

B-1

“Book Value” shall mean: (i) as to property contributed to the Company, its gross fair market value as agreed between the Company and the contributing Member; (ii) as to property acquired in any other manner, its value as reflected on the books of the Company; and (iii) as to property distributed in kind to the Members, its gross fair market value on the date of distribution.

(a) The Book Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Members, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if the Members reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g).

(b) The Book Value of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section 5.6 of this Agreement. Notwithstanding the foregoing, Book Value shall not be adjusted to the extent the Members determine that an adjustment pursuant to paragraph (a) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (b).

(c) If the Book Value of an asset has been determined or adjusted pursuant to this definition, such Book Value shall thereafter be adjusted by book depreciation, which means the depreciation, cost recovery, or amortization of assets that would be allowable to the Company for federal income tax purposes if its tax basis in such assets were equal to what would otherwise be the Book Value of such assets.

“Capital Account” shall means, with respect to any Unitholder, the Capital Account maintained for such Unitholder in accordance with the following provisions:

(a) To each Unitholder’s Capital Account there shall be credited (i) Capital Contributions made with respect to such Unitholder’s Units, (ii) such Unitholder’s distributive share of Net Profits, (iii) any items in the nature of income or gain that are specially allocated pursuant to Section 5.2, and (iv) the amount of any Company liabilities assumed by such Unitholder or that are secured by any Company property distributed to such Person;

(b) To each Unitholder’s Capital Account there shall be debited (i) the amount of cash and the Book Value of any property distributed to such Unitholder pursuant to any provision of this Agreement, (ii) such Unitholder’s distributive share of Net Losses and any items in the nature of expenses of losses which are specially allocated pursuant to Section 5.2, and (iii) the amount of any liabilities of such Unitholder assumed by the Company or that are secured by property the Unitholder has contributed to the Company;

B-2

(c) If any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest; and

(d) In determining the amount of any liability for purposes of paragraphs (a) and (b) of this definition, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations.

If the values of Company assets are adjusted pursuant to the definition of “Book Value,” the Capital Accounts of all Unitholders shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment.

“Capital Contribution” shall mean the total value of cash and fair market value of property (including promissory notes or other obligation to contribute cash or property) contributed and/or services rendered or to be rendered to the Company by Members.

“Cashless Gaming Interface” shall have the meaning specified in the License Agreement.

“Cashless Gaming Product” shall have the meaning specified in the License Agreement.

“Cause” shall mean an uncured material breach of this Agreement by another Member, including failure to contribute capital to the Company by another member pursuant to Section 2.2 or a governmental action or order which materially affects the ability of the Member to continue involvement in the Company or would materially and detrimentally affect a Member’s gaming related license.

“Certificate of Formation” shall mean the Certificate of Formation for the Company originally filed with the Delaware Secretary of State and as amended from time to time.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

“Company” shall mean the limited liability company formed upon the filing of the Certificate of Formation pursuant to Recital A and which is governed by this Agreement.

“Company Minimum Gain” shall have the meaning ascribed to the term “Partnership Minimum Gain” in the Regulations Section 1.704-2(d).

“Contribution Agreement” shall mean the Contribution Agreement among IGT, GCA and the Company dated as of the date of this Agreement.

“Controlled Affiliate” means an entity in which a Member directly or indirectly owns greater than 50% of the equity interest or has the power to direct the business which such entity may or may not conduct.

B-3

“Dissociation Event” shall mean with respect to any Member the death, Bankruptcy, dissolution, incapacity, withdrawal, resignation, retirement, expulsion or occurrence of any other event which terminates the continued membership of such Member.

“Economic Interest” shall mean the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or any right to information concerning the business and affairs of the Company.

“Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year.

“GCA Business” shall mean the business of providing or facilitating the provision of cash access services, including, without limitation, one or more of the following cash access services: ATM, debit card cash access, credit card cash advance, smart cards and chip cards issued by or involving third party financial institutions, wire transfer, check cashing, authorization and collection. For purposes of this Agreement, GCA Business does not include internet or web-based gaming or other internet activities.

“IGT Business” shall mean the business of manufacturing, distributing or marketing slot machines or similar gaming machines; operation of wide area progressive gaming systems; and the development, manufacture, distributing or marketing of player activity accounting, slot accounting and security systems for use with slot machines or similar gaming machines. For purposes of this Agreement, IGT Business does not include internet or web-based gaming or other internet activities.

“Independent Accountant” shall mean Deloitte Touche or such other reputable accounting firm as the Members shall unanimously agree in writing.

“Mandatory Capital Call” shall mean funds necessary for proper Company purposes (including working capital), other than making distributions to the Members.

“Majority Interest” shall mean one or more Members who own Units which taken together exceed fifty percent (50%) of the aggregate number of Units held by Members under consideration.

“Managers” means at any time the Persons elected in accordance with Section 4.2.

“Member” shall mean any Person who has been admitted to the Company as a Member in accordance with the terms of this Agreement and at time of reference of this Agreement has not become the subject of a Dissociation Event or ceased to be a Member for any other reason.

“Membership Interest” shall mean a Member’s entire interest in the Company including the Member’s right to distributions of Net Cash Flow, allocations of Net Profits and Losses, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company.

B-4

“Net Profits” and “Net Losses” shall mean, for each taxable year of the Company (or other period for which Net Profits or Net Losses must be computed), the Company’s taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(a) All items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(b) Any tax-exempt income of the Company, not otherwise taken into account in computing Net Profits or Net Losses, shall be included in computing taxable income or loss;

(c) Any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Net Profits or Net Losses, shall be subtracted from taxable income or loss;

(d) Gain or loss resulting from any taxable disposition of Company property shall be computed by reference to the Book Value of the property disposed of, notwithstanding the fact that the Book Value differs from the adjusted basis of the property for federal income tax purposes;

(e) In lieu of the depreciation, amortization or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset;

(f) Notwithstanding any other provision of this definition, any items which are specially allocate pursuant to the Code or the Regulations shall not be taken into account in computing Net Profits or Net Losses.

“Operating Plan” shall mean the Company’s business plan prepared and approved by the Managers pursuant to Section 8.7. The Operating Plan shall include such things as:

(a) A schedule and plan for hiring and training employees and independent contractors;

(b) A schedule and plan for expanding the operations of the Company;

(c) Targeted or potential customers, suppliers, strategic partners, markets, and acquisitions; and

(d) Such other plans, strategies and goals as the Managers deem appropriate.

“Person” shall mean an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate investment trust association or any other association or business entity.

“Company Business” shall have the meaning specified in Paragraph B of this Agreement.

B-5

“Regulations” shall, unless the context clearly indicates otherwise, mean the regulations currently in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, or the gaming regulations of any jurisdiction in which a Party is licensed or doing business, whichever is appropriate.

“Secretary of State” shall mean the Secretary of State for the state of Delaware and its delegates responsible for the administration of the Act.

“Substitute Member” means any Person admitted to the Company as a Member pursuant to Section 6.3.

“Tax Matters Partner” shall be GCA or its successor as designated pursuant to Section 8.8.

“Unit” means a unit of Economic Interest in the Company acquired or issued pursuant to this Agreement.

“Unitholders” means all Persons who hold Units regardless of whether such Persons are Members. “Unitholder” means any one of the Unitholders.

B-6

EXHIBIT C

LICENSE AGREEMENT

C-1

EXHIBIT D

NON-EXCLUSIVE DISTRIBUTOR AGREEMENT

D-1

EXHIBIT E

CONTRACT SERVICES AGREEMENT

E-1

EXHIBIT F

INFONOX DEVELOPMENT AGREEMENT

F-1

EXHIBIT G

ELECTRONIC PAYMENT PROCESSING AGREEMENT

G-1

EXHIBIT H

IGT DEVELOPMENT AGREEMENT

H-1

EX-10.19

Exhibit 10.19

GCA HOLDINGS, INC.

REGISTRATION AGREEMENT

THIS AGREEMENT is made as of May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”), M&C International, a Nevada corporation (“M&C”), and Bank of America Corporation, a Delaware corporation (“BofA,” and together with M&C, the “Other Stockholders”).

WHEREAS, certain parties to this Agreement are parties to a Securities Purchase and Exchange Agreement dated as of April 21, 2004, as amended (the “Securities Purchase Agreement”), and for purposes of this Agreement, the shares of the Company’s Class A Preferred Stock, par value $.01 per share (the “Class A Preferred Stock”), and the shares of the Company’s Class B Preferred Stock, par value $.01 per share (the “Class B Preferred Stock” and, together with the Class A Preferred Stock, the “Preferred Stock”) that are issued upon conversion of the Company from a limited liability company to a corporation shall be deemed to have been issued pursuant to the Securities Purchase Agreement;

WHEREAS, in order to induce the Investors and M&C to enter into the Securities Purchase Agreement and consummate the transactions contemplated thereby, the Company has agreed to provide the registration rights set forth in this Agreement;

WHEREAS, by its execution and delivery of this Agreement, BofA acknowledges that the rights granted to it hereunder comply with the provisions of Section 7.1 of the Membership Unit Purchase Agreement, dated as of March 10, 2004, among the Company, M&C and BofA (the “Membership Unit Purchase Agreement”);

WHEREAS, the execution and delivery of this Agreement is a condition to the Closing under the Securities Purchase Agreement; and

WHEREAS unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in paragraph 8 hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Demand Registrations.

(a) Requests for Registration. Subject to the terms and conditions of this paragraph 1, at any time following the date that is 180 days after the consummation of the Company’s initial public offering (an “Initial Public Offering”) of its Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), each of the holders of a majority of the Investor Registrable Securities, on the one hand, or the holders of a majority of the M&C Registrable Securities, on the other hand, may request registration under the Securities Act of all or any portion of their Investor Registrable Securities or Other Registrable Securities, as the case may be, on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and each of the holders of a majority of the Investor Registrable Securities, on the one hand, or the holders of a majority of the M&C Registrable Securities, on the other hand, may request registration under the Securities Act of all or any portion of their Investor Registrable Securities or Other Registrable Securities, as the case may be, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this

paragraph 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and M&C Registrable Securities and, subject to the terms of paragraph 1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and all M&C Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice.

(b) Long-Form Registrations. The holders of a majority of the Investor Registrable Securities (other than the Tudor Registrable Securities) shall be entitled to request two (2) Long-Form Registrations, the holders of a majority of the Tudor Registrable Securities shall be entitled to request one (1) Long-Form Registration and the holders of a majority of the M&C Registrable Securities shall be entitled to request three (3) Long-Form Registrations. The Company shall pay all Registration Expenses in connection with Long-Form Registrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and unless the holders of Registrable Securities who requested such registration are able to register and sell at least two-thirds (2/3) of the Registrable Securities that they requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective (subject to the next sentence) and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder. Notwithstanding the foregoing, if a Long-Form Registration is withdrawn by the holders of Registrable Securities who requested such registration prior to the time that it has become effective for reasons other than the disclosure of information concerning the Company that is materially adverse to the Company or its stock price (which disclosure is made after the date such registration is requested pursuant to paragraph 1(a) above), such Long-Form Registration shall count as one of the permitted Long-Form Registrations hereunder for such requesting holders unless the holders of Registrable Securities who requested such registration reimburse the Company for all of the Registration Expenses incurred by the Company prior to such withdrawal.

(c) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to paragraph 1(b), the holders of a majority of the Investor Registrable Securities, on the one hand, and the holders of a majority of the M&C Registrable Securities, on the other hand, shall each be entitled to request an unlimited number of Short-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $10,000,000. The Company shall pay all Registration Expenses in connection with Short-Form Registrations. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. Notwithstanding the foregoing, if a Short-Form Registration is not in connection with an underwritten offering, the Company shall not be required to include in any such Short-Form Registration any Investor Registrable Securities or any M&C Registrable Securities if the holder of such securities (and all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), as of the effective date of the registration statement for such Short-Form Registration, would be permitted to sell all of the Investor Registrable Securities or M&C Registrable Securities then held by such holder, without registration or other restrictions on volume, manner of sale or otherwise, pursuant to Rule 144 during the 90-day period commencing upon the effective date any such Short-Form Registration.

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(d) Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities or M&C Registrable Securities, as the case may be, initially requesting such registration, the Company shall include in any such registration, prior to the inclusion of any securities which are not Registrable Securities, only the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering (referred to herein as the “Marketable Registrable Securities”); provided that prior to the Recapture Date, the number of Marketable Registrable Securities requested to be included in any such registration shall be allocated among the holders of the Investor Registrable Securities and M&C Registrable Securities so that the holders of Investor Registrable Securities shall be entitled to sell 65% of such Marketable Registrable Securities in such offering (allocated pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder immediately prior to such registration) and the holders of M&C Registrable Securities shall be entitled to sell 35% of such Marketable Registrable Securities in such offering (allocated pro rata among the holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities owned by each such holder immediately prior to such registration), and, after the Recapture Date, the Marketable Registrable Securities shall be allocated pro rata among the holders of Investor Registrable Securities and M&C Registrable Securities on the basis of the number of Registrable Securities owned by each such holder immediately prior to such registration.

(e) Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of the Company’s Initial Public Offering or within 180 days after the effective date of a previous Demand Registration. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s Board of Directors reasonably determines in its good faith judgment that such Demand Registration would reasonably be expected to have (i) a material adverse effect on (or require premature disclosure of) any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, sale, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or other similar material transaction or (ii) a material adverse effect on the Company’s business or stock price; provided that in such event, the holders of Investor Registrable Securities or M&C Registrable Securities, as the case may be, initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration; and provided further that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

(f) Selection of Underwriters. The Company shall have the right to select the investment banker(s) and manager(s) to administer the Company’s Initial Public Offering so long as such investment banker(s) and manager(s) are of recognized national standing. If any Demand Registration (other than the Company’s Initial Public Offering) is an underwritten offering, either the holders of a majority of the Investor Registrable Securities or the holders of a majority of the M&C Registrable Securities, as the case may be, initially requesting such registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Company’s approval which shall not be unreasonably withheld or delayed so long as such investment banker(s) and manager(s) are of recognized national standing.

(g) Other Registration Rights. The Company represents and warrants that except for the Membership Unit Purchase Agreement, it is not a party to, or otherwise subject to, any other

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agreement granting registration rights to any other Person with respect to any securities of the Company. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Investor Registrable Securities for so long as the Investor Registrable Securities held by such holders represents at least ten percent (10%) of the Company’s outstanding Common Stock; provided, however, that the Company may grant rights to participate in any Demand Registrations or Piggyback Registrations hereunder so long as such rights are subordinate to the priority rights of the holders of Investor Registrable Securities and M&C Registrable Securities with respect thereto as set forth herein.

(h) BofA Registration Rights. BofA hereby acknowledges and agrees that the rights granted to it hereunder comply with the provisions of Section 7.1 of the Membership Unit Purchase Agreement.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4, Form S-8 or any successor forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Investor Registrable Securities and Other Registrable Securities of its intention to effect such a registration and, subject to the terms of paragraphs 2(c) and 2(d) hereof, shall include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Company shall not be required to include in any such Piggyback Registration any Investor Registrable Securities or any Other Registrable Securities held by any such holder if such holder (and all other Persons whose securities must be aggregated at such time with those of such holder under Rule 144), as of the effective date of the registration statement for such Piggyback Registration, would be permitted to sell all of the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration or other restrictions on volume, manner of sale or otherwise, pursuant to Rule 144 during the 90-day period commencing upon the effective date of any such Piggyback Registration. The Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration; provided that the Company shall pay all Registration Expenses incurred in connection with such registration.

(b) Piggyback Expenses. The Registration Expenses of the holders of Investor Registrable Securities and Other Registrable Securities shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder immediately prior to such registration, provided that,

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notwithstanding the foregoing, until the Recapture Date the number of Registrable Securities to be included in any such registration in accordance with this clause (ii) shall be allocated among the holders of the Investor Registrable Securities and the holders of the Other Registrable Securities so that the holders of Investor Registrable Securities shall be entitled to include in such registration 61.75% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder immediately prior to such registration), the holders of M&C Registrable Securities shall be entitled to include in such registration 33.25% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such M&C Registrable Securities on the basis of the number of M&C Registrable Securities owned by each such holder immediately prior to such registration), and the holders of BofA Registrable Securities shall be entitled to include in such registration 5% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such BofA Registrable Securities on the basis of the number of BofA Registrable Securities owned by each such holder immediately prior to such registration).

(d) Priority on Secondary Registrations. If (subject to paragraph 1(g) above) a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (other than the holders of Registrable Securities hereunder) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration the securities requested to be included therein by the holders requesting such registration and the Investor Registrable Securities and Other Registrable Securities requested to be included in such registration, pro rata among the holders of all such securities on the basis of the number of securities owned by each such holder; provided that, notwithstanding the foregoing, until the Recapture Date the number of Registrable Securities to be included in any such registration shall be allocated among the holders of the Investor Registrable Securities and the holders of the Other Registrable Securities so that the holders of Investor Registrable Securities shall be entitled to include in such registration 61.75% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder immediately prior to such registration), the holders of M&C Registrable Securities shall be entitled to include in such registration 33.25% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such M&C Registrable Securities on the basis of the number of M&C Registrable Securities owned by each such holder immediately prior to such registration), and the holders of BofA Registrable Securities shall be entitled to include in such registration 5% of the aggregate Registrable Securities to be included in such registration (allocated pro rata among the holders of such BofA Registrable Securities on the basis of the number of BofA Registrable Securities owned by each such holder immediately prior to such registration).

(e) Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to paragraph 1 or pursuant to this paragraph 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4, Form S-8 or any successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 120 days has elapsed from the effective date of such previous registration.

3. Holdback Agreements.

(a) No holder of Investor Registrable Securities or Other Registrable Securities shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the

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Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and the 180-day period beginning on the effective date of the Company’s Initial Public Offering, or during the seven (7) days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or underwritten Piggyback Registration in which Registrable Securities are included, except as part of any such underwritten registration, unless the underwriters managing the registered public offering otherwise agree in writing. The Company shall give the holders of Investor Registrable Securities and Other Registrable Securities written notice at least twenty (20) days prior to the commencement of any holdback period in connection with any such underwritten Demand Registration or underwritten Piggyback Registration.

(b) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during such period of time (not to exceed 180 days in connection with the Company’s Initial Public Offering or 90 days in all other cases, as may be determined by the underwriters managing such underwritten registration) following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor forms), unless the underwriters managing the registered public offering otherwise agree in writing, and (ii) shall cause each holder (other than the Investors and the Other Stockholders) of at least 2% (on a fully-diluted basis) of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Investor Registrable Securities or Other Registrable Securities be registered pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of all securities hereunder in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each counsel selected by the holders of a majority of the Investor Registrable Securities, on the one hand, and the holders of a majority of the Other Registrable Securities, on the other hand, covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and reasonable comments of each such counsel);

(b) notify each holder of Registrable Securities to be sold thereunder of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than 120 days or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of securities thereunder by any underwriter or dealer or (ii) such shorter period as shall terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with

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respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the securities to be sold thereunder owned by such seller;

(d) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction unless the Company is already subject to general service of process in such jurisdiction and except as may be required by the Securities Act);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the issuance of any stop order by the SEC in respect of such registration statement or the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Investor Registrable Securities and/or the holders of a majority of the Other Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(i) subject to reasonable and customary confidentiality restrictions, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the

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Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) permit any holder of Registrable Securities which holder, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable best efforts promptly to obtain the withdrawal of such order;

(m) use its commercially reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(n) to the extent available pursuant to applicable accounting standards, obtain a comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Investor Registrable Securities and/or the holders of a majority of the Other Registrable Securities being sold reasonably request; and

(o) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

5. Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company as provided in this Agreement, and the Company shall also pay all of its internal expenses (including, without limitation, all salaries and expenses of its officers and employees

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performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system. Notwithstanding anything to the contrary contained herein, each seller of securities pursuant to a registration under this Agreement shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such seller’s account.

(b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Investor Registrable Securities and the holders of Other Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities included in such registration and one counsel chosen by the holders of a majority of the Other Registrable Securities included in such registration.

6. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Investor Registrable Securities and each holder of Other Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and to pay to each holder of Investor Registrable Securities and each holder of Other Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as the same are caused by or contained in any information furnished in writing to the Company or any managing underwriter by such holder expressly for use therein, or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a reasonably sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Investor Registrable Securities and the holders of Other Registrable Securities.

(b) In connection with any registration statement in which a holder of Investor Registrable Securities or Other Registrable Securities is participating, each such holder shall furnish to the Company and the managing underwriter in writing such information and affidavits as the Company or the managing underwriter reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder expressly for use therein; provided that the obligation to indemnify shall be individual, not joint and

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several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment (based on the written advice of its counsel) a conflict of interest between such indemnified and indemnifying parties may reasonably be expected to exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party (based on the written advice of its counsel) a conflict of interest may reasonably be expected to exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain separate counsel at the expense of the indemnifying party. No indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d) Each party hereto agrees that, if for any reason the indemnification provisions contemplated by paragraph 6(a) or 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph 6(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in paragraph 6(c), defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The sellers’ obligations in this paragraph 6(d) to contribute shall be several in proportion to the amount of securities registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration.

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(e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

7. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in paragraph 6 hereof, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in paragraph 3(a) hereof. During such time as any such holder of Registrable Securities may be engaged in a distribution of such securities, such holder shall distribute such securities under the registration statement solely in the manner described in the applicable registration statement.

8. Definitions.

(a) “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise, and such control will be presumed if any Person owns ten percent (10%) or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person, and with respect to the Tudor Investors the term “Affiliate” shall also include Related Entities.

(b) “Affiliated Group” has the meaning given it in Section 1504 of the Internal Revenue Code of 1986, as amended, and in addition includes any analogous combined, consolidated or unitary group, as defined under any applicable state, local or foreign income tax law.

(c) “BofA Registrable Securities” means Other Registrable Securities held by BofA.

(d) “GM Investors” means Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder, and JPMorgan Chase Bank, as Trustee for First Plaza Group Trust, and their Affiliates.

(e) “HarbourVest Investors” means HarbourVest Partners VI-Direct Fund L.P. and any other investment fund directly or indirectly administered or managed by HarbourVest Partners, LLC.

(f) “Investor Registrable Securities” means (i) any Common Stock issued or issuable upon the conversion of any Preferred Stock issued pursuant to the Securities Purchase Agreement, (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) any other shares of Common Stock held by Persons holding securities described in clauses (i) or (ii) above. As to any particular Investor Registrable Securities, such securities shall cease to be Investor Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any

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similar rule then in force) or repurchased by the Company or any Subsidiary. As to any particular Investor Registrable Securities held by the Investors, such securities shall also cease to be Investor Registrable Securities when they have been distributed by the Investors to any of their direct or indirect partners or members, other than (A) a distribution of Investor Registrable Securities by Summit/GCA Holdings, LLC to any of the Summit Investors (but such Investor Registrable Securities shall cease to be Investor Registrable Securities when they have been further distributed by the Summit Investors to any of their direct or indirect partners or members), (B) a distribution of Investor Registrable Securities by TPT GCA Investment Ltd., Tudor Ventures GCA Investment Ltd. or Tudor Funds GCA Investment Ltd. to any of the Tudor Investors (but such Investor Registrable Securities shall cease to be Investor Registrable Securities when they have been further distributed by the Tudor Investors to any of their direct or indirect partners, stockholders or members), (C) a distribution of Investor Registrable Securities by HarbourVest VI-GCA LLC to any of the HarbourVest Investors (but such Investor Registrable Securities shall cease to be Investor Registrable Securities when they have been further distributed by the HarbourVest Investors to any of their direct or indirect partners or members), and (D) a distribution of Investor Registrable Securities by Casino Cash Access Corp. to GM Capital Partners I, L.P. (but such Investor Registrable Securities shall cease to be Investor Registrable Securities when they have been further distributed by the GM Investors to any of their direct or indirect partners or members). For purposes of this Agreement, a Person shall be deemed to be a holder of Investor Registrable Securities, and the Investor Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Investor Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Investor Registrable Securities hereunder.

(g) “M&C Registrable Securities” means Other Registrable Securities held by M&C.

(h) “Other Registrable Securities” means (i) any Common Stock held by the Other Stockholders, and (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary.

(i) “Recapture Date” means the date as of which the Investors have received, from the date hereof through such date, an aggregate amount of cash proceeds equal to the Final Purchase Price (as defined in the Securities Purchase Agreement) from either dividends paid with respect to or the sale or other transfer of Investor Registrable Securities, whether in an offering to the public registered pursuant to this Agreement and the Securities Act or otherwise.

(j) “Registrable Securities” means, collectively, Investor Registrable Securities and Other Registrable Securities.

(k) “Related Entities” means, with respect to the Tudor Investors, any entities for which any of the Tudor Investors or any of its Affiliates serve as general partner and/or investment adviser or in a similar capacity, and all mutual funds or other pooled investment vehicles or entities under the control or management of any of the Tudor Investors or the general partner or investment adviser thereof, or any Affiliate of any of them.

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(l) “Summit Investors” means Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. and any other investment fund directly or indirectly administered or managed by Summit Partners, L.P.

(m) “Tudor Investors” means Tudor Ventures II, L.P., The Altar Rock Fund L.P., The Raptor Global Portfolio Ltd., Tudor Proprietary Trading, L.L.C., The Tudor BVI Global Portfolio, Ltd. and any entity for which Tudor Investment Corporation or an Affiliate thereof acts as general partner and/or investment adviser, Tudor Investment Corporation, Tudor Group Holdings LLC, each of their respective Affiliates, or any Affiliate of Affiliated Group of Tudor Investment Corporation and/or Tudor Group Holdings LLC and/or its Affiliates.

(n) “Tudor Registrable Securities” means Investor Registrable Securities held by the Tudor Investors.

(o) Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Securities Purchase Agreement.

9. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement, or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company, the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Other Registrable Securities; provided that any amendment, modification or waiver which adversely affects any holder of Investor Registrable Securities or class or sub-class of Investor Registrable Securities (for purposes of this paragraph 9(c), the Investor Registrable Securities held by the Tudor Investors will be considered a sub-class of Investor Registrable Securities) in a disproportionate manner must be approved by such holder or the holders of a majority of the Investor Registrable Securities held by such class or sub-class. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

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(e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Investor Registrable Securities or Other Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Investor Registrable Securities or Other Registrable Securities, as the case may be, including any successor trusts or trustees.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to each Investor and the Other Stockholders at the address indicated on the Schedule of Investors and Schedule of Other Stockholders, respectively, attached hereto and to the Company at the address indicated below:

GCA Holdings, Inc.

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Attn: Chief Executive Officer

Phone: (702) 855-3006

Facsimile: (702) 262-5039

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement as of the date first written above.

GCA HOLDINGS, L.L.C.
By:	/s/    KARIM MASKATIYA
Its:	Chairman
M&C INTERNATIONAL
By:	/s/    ROBERT CUCINOTTA
Its:	Secretary
BANK OF AMERICA CORPORATION
By:	/s/    TOM HOUGHTON
Its:	Senior Vice President

SUMMIT/GCA HOLDINGS, LLC
By:	Summit Ventures VI-A, L.P.
Its:	Manager
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Registration Agreement)

TPT GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR VENTURES GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR FUNDS GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director

(Continuation of Signature Page to Registration Agreement)

HARBOURVEST VI-GCA LLC
By:	HarbourVest Partners VI-Direct Fund L.P.
Its:	Sole Member
By:	HarbourVest VI-Direct Associates LLC
Its:	General Partner
By:	HarbourVest Partners, LLC
Its:	Managing Member
By:	/s/    OFER NEMIROVSKY
Its:	Managing Director

(Continuation of Signature Page to Registration Agreement)

CASINO CASH ACCESS CORP., ON BEHALF OF GM CAPITAL PARTNERS I, L.P., ITS SOLE STOCKHOLDER
By:	/s/    BRIAN S. KORN
Its:	President & Secretary

JPMORGAN CHASE BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
By:	/s/    MARC PINSKY
Its:	Assistant Vice President

SCHEDULE OF INVESTORS

Summit GCA Holdings, LLC

c/o Summit Partners, L.P.

499 Hamilton Avenue, Suite 200

Palo Alto, California 94301

Telephone: (650) 321-1166

Telecopy:   (650) 321-1188

Attention:   Walter G. Kortschak

                    C.J. Fitzgerald

with a copy to:

(which shall not constitute notice to the Summit Investors)

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Telephone: (312) 861-2000

Telecopy:   (312) 861-2200

Attention:   Ted H. Zook, P.C.

TPT GCA Investment Ltd.

Tudor Ventures GCA Investment Ltd.

Tudor Funds GCA Investment Ltd.

c/o Tudor Investment Corporation

50 Rowes Wharf, 6th Floor

Boston, Massachusetts 02110

Attention:   Robert Forlenza

with a copy to:

(which shall not constitute notice to the Tudor Investors)

Tudor Investment Corporation

1275 King Street

Greenwich, Connecticut 06831

Attention:   Stephen N. Waldman, Esq.

and

Bingham McCutchen LLP

150 Federal Street

Boston, Massachusetts 02110

Telephone: (617) 951-8000

Telecopy:   (617) 951-8736

Attention:   Victor J. Paci

HarbourVest VI-GCA LLC

c/o HarbourVest Partners, LLC

One Financial Center

44th Floor

Boston, MA 02111

Telephone: (617) 348-3707

Telecopy:   (617) 350-0305

with a copy to:

(which shall not constitute notice to the HarbourVest Investors)

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone: 212 909 6170

Telecopy:   212 909 6836

Attention:   David J. Schwartz

Casino Cash Access Corp.

c/o GM Capital Partners I, L.P.

c/o General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:   (212) 418-3644

Attention:   Larry Rusoff

JPMorgan Chase Bank, as Trustee for First Plaza Group Trust

4 Chase MetroTech Center, 18th Floor

Brooklyn, New York 11245

Telecopy:   (718) 242-8695

Attention:   John A. Ferrante

with a copy to:

(which shall not constitute notice to JPMorgan Chase Bank,

as Trustee for First Plaza Group Trust)

General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:   (212) 418-3644

Attention:   Larry Rusoff

SCHEDULE OF OTHER STOCKHOLDERS

M&C International

2350 Mission College Blvd, Suite 200

Santa Clara, California 95054

Phone:       (408) 492-0034

Facsimile: (408) 492-9632

Attention:  President

with a copy to:

(which shall not constitute notice to M&C International)

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

Phone:       (650) 813-5615

Facsimile: (650) 494-0792

Attn:          Paul “Chip” L. Lion III, Esq.

Bank of America Corporation

600 Montgomery Street

San Francisco, CA 94111

Phone:       (415) 913-6079

Facsimile: (415) 913-6807

Attn:          Gary M. Tsuyuki

with a copy to:

(which shall not constitute notice to BofA)

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Phone:       (212) 859-8000

Facsimile: (212) 859-4000

Attention:  Jeffrey Bagner and Michael Levitt

EX-10.20

Exhibit 10.20

GCA HOLDINGS, INC.

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2004, by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), each of the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”), M&C International, a Nevada corporation (the “Founding Stockholder”) and each of the Persons listed on the Schedule of Other Stockholders attached hereto (each, an “Other Stockholder” and collectively, the “Other Stockholders”). The Investors, the Founding Stockholder and the Other Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise provided herein, capitalized terms used herein are defined in paragraph 15 hereof.

WHEREAS, certain of the Stockholders are party to that certain Securities Purchase and Exchange Agreement, dated as of April 21, 2004, by and among the Company, the Investors and the Founding Stockholder and the other Persons named therein (as the same may be amended or modified from time to time in accordance with its terms, the “Securities Purchase Agreement”);

WHEREAS, pursuant to the Conversion (as defined in the Securities Purchase Agreement), the Investors shall acquire shares of the Company’s Class A Preferred Stock, par value $.01 per share (the “Class A Preferred Stock”), and shares of the Company’s Class B Preferred Stock, par value $.01 per share (the “Class B Preferred Stock” and, together with the Class A Preferred Stock, the “Preferred Stock”), pursuant to the Securities Purchase Agreement;

WHEREAS, immediately following the Conversion, the Founding Stockholder and the Other Stockholders shall own all of the Company’s outstanding Class A Common Stock, par value $.01 per share (the “Class A Common Stock”) and all of the Company’s outstanding Class B Common Stock, par value $.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”);

WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purposes, among others, of (i) establishing the composition of the Company’s board of directors (the “Board”), (ii) assuring continuity in the management and ownership of the Company and (iii) limiting the manner and terms by which the Company’s capital stock may be transferred; and

WHEREAS, the execution and delivery of this Agreement is a condition to the Closing under the Securities Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Board of Directors.

(a) From and after the consummation of the transactions contemplated by the Securities Purchase Agreement (the “Closing”), and until the provisions of this paragraph 1 cease to be effective, each holder of Stockholder Shares shall vote all of his, her or its Stockholder Shares which are voting shares (but with it being understood, however, that neither the shares of Class B Common Stock nor the shares of Class B Preferred Stock have any rights to vote for members of the Board under the Company’s Certificate of Incorporation and shall have no such rights hereunder) and any other voting securities of the Company over which such holder has voting control and shall take all other necessary or

desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings), so that:

(i) subject to the terms of this Agreement, the authorized number of directors on the Board shall be established and maintained at up to seven (7) directors;

(ii) the following persons shall be elected to the Board:

(A) two (2) representatives designated by the Investors that hold a majority of the Stockholder Shares which are voting shares held by all of the Investors (the “Investor Directors”), with Walter G. Kortschak and C.J. Fitzgerald serving as the Investor Directors immediately following the Closing (and with it being understood that such Investor Directors shall be elected by the holders of a majority of the outstanding Class A Preferred Stock pursuant to Section 4A of Part B of Article IV of the Company’s Certificate of Incorporation for so long as the provisions thereof remain effective); provided that the right of the Investors to designate the Investor Directors pursuant to this subparagraph (ii)(A) shall be reduced to (A) one Investor Director in the event the Investors cease to hold in the aggregate at least 20% of the Company’s Common Stock on a fully-diluted basis (assuming conversion of the Preferred Stock) and (B) no Investor Director in the event that the Investors cease to hold in the aggregate at least 10% of the Company’s Common Stock on a fully-diluted basis (assuming conversion of the Preferred Stock);

(B) two (2) representatives designated by the Founding Stockholder (the “Founding Stockholder Directors”), with Karim Maskatiya and Robert Cucinotta serving as the Founding Stockholder Directors immediately following the Closing; provided that the right of the Founding Stockholder to designate the Founding Stockholder Directors shall be reduced to (A) one Founding Stockholder Director in the event that the Founding Stockholder ceases to hold at least 20% of the Company’s Common Stock on a fully-diluted basis (assuming conversion of the Preferred Stock) and (B) no Founding Stockholder Director in the event that the Founding Stockholder ceases to hold at least 10% of the Company’s Common Stock on a fully-diluted basis (assuming conversion of the Preferred Stock);

(C) one (1) representative elected by the holders of the Company’s outstanding Class A Common Stock and Class A Preferred Stock (voting on an as-if-converted basis) in accordance with applicable corporate law and the Company’s Certificate of Incorporation and Bylaws, so long as such representative is approved by the Investors that hold a majority of the Stockholder Shares held by all of the Investors (for so long as the Investors have the right to designate at least one Investor Director hereunder) and the Founding Stockholder (so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder); provided that such representative shall not be an officer or employee of the Company or any of its Subsidiaries and such representative shall be an Independent Director (the “Outside Director”), and with such Outside Director being so designated and approved as provided herein and elected to the Board as soon as practicable after the Closing; and

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(D) if and to the extent required pursuant to the terms of the Indenture, the Senior Debt or the requirements under any applicable federal securities laws, rules or regulations, up to two (2) additional representatives elected by the holders of the Company’s outstanding Class A Common Stock and Class A Preferred Stock (voting on an as-if-converted basis) in accordance with applicable corporate law and the Company’s Certificate of Incorporation and Bylaws; provided that no such representative shall be an officer or employee of the Company or any of its Subsidiaries and each such representative shall be an Independent Director (the “Additional Outside Director(s)”), and with such Additional Outside Director(s) being so designated and approved as provided herein; provided further that the first Additional Outside Director elected to the Board to make the total number of directors on the Board equal to six must be approved by the Investors that hold a majority of the Stockholder Shares held by all of the Investors (for so long as the Investors have the right to designate at least one Investor Director hereunder), and the Founding Stockholder (so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder); and provided further that the second Additional Outside Director elected to the Board to make the total number of directors on the Board equal to seven must be approved by the Investors that hold a majority of the Stockholder Shares held by all of the Investors (for so long as the Investors have the right to designate at least one Investor Director hereunder), the Founding Stockholder (so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder) and by the Tudor Investors that hold a majority of the Stockholder Shares held by all of the Tudor Investors (so long as the Tudor Investors hold Stockholder Shares which in the aggregate represent at least 50% of the Stockholder Shares held by the Tudor Investors as of the Closing). To the extent that the Indenture requires that only one (1) additional representative must be added to the Board (to make the total number of directors on the Board equal to six), either the Investors that hold a majority of the Stockholder Shares held by all of the Investors (for so long as the Investors have the right to designate at least one Investor Director hereunder) or the Founding Stockholder (for so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder) may nevertheless require that the second Additional Outside Director shall be elected and added to the board pursuant to the provisions of this subparagraph (ii)(D).

(iii) the composition of the board of directors or equivalent body of each of the Company’s Subsidiaries (a “Sub Board”) shall be proportionately equivalent to that of the Board, provided that the composition of the board of directors or management committee, as the case may be, of Global Cash Access, L.L.C. shall at all times be the same as the Board;

(iv) subject to paragraph 1(a)(v) below and paragraph 1(e) below, any director of the Company may be removed from the Board or a Sub Board in the manner allowed by law and the Company’s or such Subsidiary’s Certificate of Incorporation and Bylaws or similar governing documents; provided that, (A) with respect to any Investor Director, such removal (with or without cause) shall only be upon the written request of the Investors that hold a majority of the Stockholder Shares held by all of the Investors and for no other reason, (B) with respect to any Founding Stockholder Director, such removal (with or without cause) shall only be upon the written request of the Founding Stockholder and for no other reason, and (C) with respect to any Outside Director or Additional Outside Director, such removal (with or without cause) shall only be upon the written request of the Investors that hold a majority of the Stockholder Shares held by all of the Investors (so long as the Investors have the right to designate at least one Investor Director hereunder) and the Founding Stockholder (so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder);

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(v) in the event that any representative designated hereunder for any reason ceases to serve as a member of the Board or any Sub Board during his or her term of office, the resulting vacancy on the Board or Sub Board shall be filled by (A) with respect to a representative designated pursuant to subparagraph (ii)(A) above, a representative designated as provided in subparagraph (ii)(A) above, (B) with respect to a representative elected pursuant to subparagraph (ii)(B) above, a representative elected as provided in subparagraph (ii)(B) above, (C) with respect to a representative elected pursuant to subparagraph (ii)(C) above, a representative elected and approved as provided in subparagraph (ii)(C) above, who satisfies the other requirements set forth in subparagraph (ii)(C) above and (D) with respect to a representative elected pursuant to subparagraph (ii)(D) above, a representative elected and approved as provided in subparagraph (ii)(D) above, who satisfies the other requirements set forth in subparagraph (ii)(D) above;

(vi) upon reduction of the rights of the Investors to designate any Investor Director pursuant to subparagraph (ii)(A) above, at the written request of the Founding Stockholder (for so long as the Founding Stockholder has the right to designate at least one Founding Stockholder Director hereunder), each Stockholder shall vote all of his, her or its Stockholder Shares which are entitled to vote and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable action within his, her or its control to remove from Board and any Sub Board such Investor Director with respect to whom the right to so designate has been lost at the time specified in such written request. Thereafter, such positions previously held by such removed Investor Director on the Board and any Sub Board shall be filled by the vote of the holders of the Company’s outstanding Class A Common Stock and Class A Preferred Stock (voting on an as-if-converted basis) in accordance with applicable corporate law and the Company’s Certificate of Incorporation and Bylaws; and

(vii) upon reduction of the rights of the Founding Stockholder to designate any Founding Stockholder Director pursuant to subparagraph (ii)(B) above, at the written request of the Investors that hold of a majority of the Stockholder Shares held by all of the Investors (for so long as the Investors have the right to designate at least one Investor Stockholder Director hereunder), each Stockholder shall vote all of his, her or its Stockholder Shares which are entitled to vote and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable action within his, her or its control to remove from Board and any Sub Board such Founding Stockholder Director with respect to whom the right to so designate has been lost at the time specified in such written request. Thereafter, such positions previously held by such removed Founding Stockholder Director on the Board and any Sub Board shall be filled by the vote of the holders of the Company’s outstanding Class A Common Stock and Class A Preferred Stock (voting on an as-if-converted basis) in accordance with applicable corporate law and the Company’s Certificate of Incorporation and Bylaws.

(b) Any committees established by the Board or a Sub Board shall include at least one Investor Director and at least one Founding Stockholder Director.

(i) Subject to any applicable federal securities laws, rules or regulations regarding the required composition of compensation committees, a Compensation Committee of the Board comprised of three (3) members shall be established promptly following the Closing and shall include one Investor Director, one Founding Stockholder Director and one Outside Director who is an Independent Director. The Compensation Committee’s authority and duties shall include (1) making recommendations to the Board regarding the compensation (including

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salary, bonuses and other forms of compensation) to be paid to each of the Company’s executives and key employees and directors and (2) the day-to-day administration of the Company’s Equity Incentive Plans (subject to the oversight and ultimate control thereof by the Board).

(ii) Subject to any applicable federal securities laws, rules or regulations regarding the required composition of audit committees, an Audit Committee of the Board comprised of three (3) members shall be established promptly following the Closing and shall include one Investor Director, one Founding Stockholder Director and the Outside Director. The Audit Committee’s authority and duties shall be as set forth in the Board’s enabling resolutions adopted in connection with the establishment of such committee.

(c) The Company shall pay the reasonable out-of-pocket expenses (including travel expenses) incurred by each director in connection with attending the meetings of the Board, any Sub Board and any committee thereof and each non-management director (including the Investor Directors) shall receive the same remuneration (including option grants and other equity-based compensation) for serving as a director (if any). The Company shall use its reasonable efforts to maintain requisite directors and officers indemnity insurance coverage in effect at all times (subject to appropriate cost considerations) and the Company’s Certificate of Incorporation and Bylaws shall at all times provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.

(d) So long as the Tudor Investors hold Stockholder Shares which in the aggregate represent at least 50% of the Stockholder Shares held by the Tudor Investors as of the Closing, the Company shall give the Tudor Investors written notice of each meeting of its Board and each committee thereof at least three business days prior to the date of each such meeting, and the Company shall permit one representative of the Tudor Investors to attend (in person or by telephone) all meetings of its Board as an observer. Such representative of the Tudor Investors shall be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes) given to the Company’s directors in connection with such meetings at the same time such materials and information are given to the Company’s directors.

(e) Notwithstanding anything set forth herein to the contrary, in the event that any director shall be convicted of a felony or is deemed to be unsuitable by any gaming regulatory authority in any state, tribal jurisdiction, foreign jurisdiction or other jurisdiction in which the Company or any of its Subsidiaries operate, such director shall be automatically removed from the Board and any Sub Board and each Stockholder shall vote all of his, her or its Stockholder Shares which are entitled to vote and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable action within his, her or its control to remove such director from the Board and any Sub Board.

(f) Each Founding Stockholder Director acknowledges that it has approved of the election of the Investor Directors to the Board and the Sub Boards (and, prior to the conversion of the Company to a corporation, to the Company’s management committee), and each director agrees that it shall approve of any director elected to the Board or any Sub Board in accordance with the terms of this paragraph 1 and the Company’s certificate of incorporation.

(g) The provisions of this paragraph 1 shall terminate automatically and shall be of no further force and effect upon the consummation of an Initial Public Offering.

2. Representations and Warranties; Agreements. Each Stockholder represents and warrants as of the date hereof that (i) this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable in

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accordance with its terms, and (ii) such Stockholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. No holder of Stockholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement.

3. Certain Transfer Restrictions.

(a) No Other Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares, (a “Transfer”), except pursuant to a Public Sale or a Sale of the Company or, in the case of BofA, a Transfer to the Founding Stockholder in the case of a Tendering Event or a BHC Regulatory Problem (an “Exempt Transfer”), or the provisions of this paragraph 3. Prior to making any Transfer other than an Exempt Transfer, the Other Stockholder transferring any Stockholder Shares (a “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company, the Investors and the Founding Stockholder. The Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the proposed Transfer. In no event shall any Transfer (other than an Exempt Transfer) of Stockholder Shares pursuant to this paragraph 3 be made by any Other Stockholder for any consideration other than cash payable upon consummation of such Transfer or in installments over time (which may, but does not need to, be evidenced by a seller note). No Other Stockholder shall consummate any Transfer until 45 days after the Offer Notice has been given to the Company and the Investors and the Founding Stockholder (the “Election Period”), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 45-day period. The date of the first to occur of such events is referred to herein as the “Authorization Date.”

(b) The Company may elect to purchase all or any portion of the Transferring Stockholder’s Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Offer Notice by delivering a written notice of such election to such Transferring Stockholder, the Investors and the Founding Stockholder within 15 days after the Offer Notice has been delivered to the Company. If the Company has not elected to purchase all of such Transferring Stockholder’s Stockholder Shares to be transferred, each of the Investors and the Founding Stockholder may elect to purchase all or any portion of the remaining Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Offer Notice by delivering written notice of such election to the Transferring Stockholder within 30 days after the Offer Notice has been given to the Investors and the Founding Stockholder. If more than one Investor or one Investor and the Founding Stockholder elects to purchase such Stockholder Shares, the Stockholder Shares to be sold to such Investors and/or the Founding Stockholder shall be allocated among the Investors and/or the Founding Stockholder pro rata according to the number of Stockholder Shares owned by each such Investor and/or the Founding Stockholder. If the Company, the Investors and the Founding Stockholder have not elected to purchase all of such Transferring Stockholder’s Stockholder Shares specified in the Offer Notice, such Transferring Stockholder may Transfer the Stockholder Shares specified in the Offer Notice for which no purchase election has been made at a price and on terms no more favorable to the transferee(s) thereof than specified in the Offer Notice during the 60-day period immediately following the Authorization Date. Any Transferring Stockholder’s Stockholder Shares not transferred within such 60-day period shall be subject to the provisions of this paragraph 3(b) upon subsequent Transfer. If any of the Company, the Investors or the Founding Stockholder have elected to purchase any Stockholder Shares hereunder, the Transfer of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. The Investors may assign all or any portion of their repurchase rights under this paragraph 3(b) to one or more of their affiliated investment funds.

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(c) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer of Stockholder Shares by an Other Stockholder to any Affiliate of such Other Stockholder or any Transfer of Stockholder Shares by an Other Stockholder that is an individual (i) pursuant to applicable laws of descent and distribution or (ii) among such Other Stockholder’s Family Group (collectively referred to herein as “Permitted Transferees”); provided that such restrictions shall continue to be applicable to the Stockholder Shares after any such Transfer and the transferees of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement affecting the Stockholder Shares so transferred as a condition precedent to any such Transfer. For purposes of this Agreement, “Family Group” means an individual’s siblings, spouse and their descendants (whether natural or adopted) or any trust established solely for the benefit of such individual and/or such individual’s siblings, spouse and/or their descendants. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee.

(d) The restrictions set forth in this paragraph 3 shall continue with respect to each Stockholder Share following any Transfer thereof (other than an Exempt Transfer or a Transfer to the Company, an Investor (or any of its affiliated investment funds) or the Founding Stockholder pursuant to subparagraph 3(b) above); provided that all such restrictions shall terminate upon the consummation of an Initial Public Offering.

4. Holdback Agreement. No Other Stockholder shall effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any Stockholder Shares or of any other capital stock or equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven (7) days prior to and the 180-day period beginning on the effective date of the Company’s Initial Public Offering or during the seven (7) days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or Piggyback Registration (each as defined in the Registration Agreement), unless the underwriters managing the registration otherwise agree in writing; provided that no Stockholder shall be released from the requirements set forth in the preceding sentence unless and to the extent that every other Stockholder is either released from such requirement on a pro rata basis or waives its right to be so released. Nothing contained in this paragraph shall prevent the Stockholders from selling their Stockholder Shares in such Initial Public Offering, Demand Registration or Piggyback Registration in compliance with the Registration Agreement.

5. Transfers; Future Sales. Prior to any Stockholder Transferring any Stockholder Shares (other than pursuant to an Exempt Transfer) to any Person and prior to the Company issuing or selling any Common Stock (other than pursuant to an Initial Public Offering) or any options or other rights to acquire Common Stock or any securities convertible into or exchangeable for such Common Stock to any Person, such Stockholder or the Company, as the case may be, shall cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Stockholders a counterpart of this Agreement. Transferees of Stockholder Shares held by Investors (other than the Founding Stockholder or its Affiliates, all of whom shall be deemed to be Founding Stockholders hereunder, and other than the Other Stockholders or their Permitted Transferees, all of whom shall be deemed to be Other Stockholders hereunder) shall be deemed to be Investors hereunder. Transferees of Stockholder Shares held by the Founding Stockholder (other than the Investors or their Affiliates, all of whom shall be deemed to be Investors hereunder, and other than the Other Stockholders or their Permitted Transferees, all of whom shall be deemed to be Other Stockholders hereunder) shall be deemed to be Other Stockholders hereunder. Transferees of Stockholder Shares held by Other Stockholders (other than the Investors or their Affiliates, all of whom shall be deemed to be Investors hereunder, and other than the Founding Stockholder or its Affiliates, all of whom shall be deemed to be Founding Stockholders hereunder) and transferees of Common Stock (or options or other rights to acquire Common

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Stock or securities convertible into or exchangeable for such Common Stock) issued by the Company (other than the Investors and/or their designees, all of whom shall be deemed to be Investors hereunder, and other than the Founding Stockholder, all of whom shall be deemed to be Founding Stockholders hereunder) shall be deemed to be Other Stockholders hereunder. The provisions of this paragraph 5 shall terminate upon the consummation of an Initial Public Offering.

6. Legend. Each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the Transfer of any Stockholder Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to a Stockholders Agreement dated as of May 13, 2004 among the issuer of such securities (the “Company”) and certain of the Company’s stockholders, as the same may be amended or modified from time to time. A copy of such Stockholders Agreement shall be furnished without charge by the Company to the holder hereof upon written request.”

The Company shall imprint such legend on certificates evidencing Stockholder Shares outstanding as of the date hereof.

7. First Refusal Rights.

(a) Except for issuances of Common Stock (i) pursuant to an Equity Incentive Plan, (ii) upon the conversion of the Preferred Stock, (iii) as consideration in connection with the acquisition of another company or business or (iv) pursuant to a public offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities (including debt securities) containing, or coupled with, warrants, options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding shares of Common Stock) or any securities exchangeable for or convertible into Common Stock other than issuances of Common Stock or Preferred Stock upon conversion of the Company from a limited liability company to a corporation (collectively, “Securities”), the Company shall first offer to sell to the Founding Stockholder and each Investor a portion of such Securities equal to the quotient determined by dividing (A) the number of shares of Common Stock held by such holder (including shares of Common Stock issuable upon conversion of the Preferred Stock) by (B) the total number of shares of Common Stock then outstanding (including shares of Common Stock issuable upon conversion of the Preferred Stock and shares reserved for issuance under Equity Incentive Plans). Each Stockholder shall be entitled to purchase all or any portion of its allotment of such Securities at the most favorable price and on the most favorable terms as such Securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such Securities are required to also purchase other securities of the Company, the Stockholders exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all Securities offered to the Stockholders shall be payable in cash or, to the extent otherwise consistent with the terms offered to any other Persons, installments over time (which may, but does not to, be evidenced by a seller note). In connection with a Stockholder’s right to purchase shares of Class A Common Stock, each Stockholder shall have the right to elect to substitute (on a one-for-one basis) shares of Class B Common Stock for all or any portion of such shares of Class A Common Stock that such Stockholder would otherwise be entitled to purchase hereunder.

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(b) In order to exercise its purchase rights hereunder, a Stockholder must within 20 days after receipt of written notice from the Company describing in reasonable detail the Securities being offered, the purchase price thereof, the payment terms and such Stockholder’s percentage allotment deliver a written notice to the Company describing its election hereunder. If all of the Securities offered to the Stockholders are not fully subscribed by such Stockholders, the remaining Securities shall be reoffered by the Company to the Stockholders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five (5) days after receipt of such reoffer.

(c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such Securities which the Stockholders have not elected to purchase during the 60 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Securities offered or sold by the Company after such 60-day period must be reoffered to the Stockholders pursuant to the terms of this paragraph.

(d) The provisions of this paragraph 7 shall terminate upon the consummation of an Initial Public Offering.

8. Co-Sale Rights.

(a) At least 30 days prior to any Transfer of Stockholder Shares by any Investor or the Founding Stockholder (other than to an Affiliate or pursuant to a Public Sale) (a “Co-Sale Transfer”), the Investor or the Founding Stockholder, as applicable (the “Transferring Person”) shall deliver a written notice (the “Sale Notice”) to the Company and, if an Investor is the Transferring Person, all other Investors, the Founding Stockholder and BofA, and if the Founding Stockholder is the Transferring Person, all of the Investors and BofA (the “Non-Transferring Persons”) specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred, the price per share of the Stockholder Shares being transferred and the other terms and conditions of the Co-Sale Transfer. The Non-Transferring Persons may elect to participate in the contemplated Co-Sale Transfer at the same price per Stockholder Share and on the same terms and conditions by delivering written notice to the Transferring Person within 30 days after delivery of the Sale Notice, unless such Co-Sale Transfer is also a Sale of the Company in which case the aggregate consideration in such Sale of the Company shall be distributed in accordance with paragraph 10 below. If any Non-Transferring Persons have elected to participate in such Co-Sale Transfer, the Transferring Person and such Non-Transferring Persons shall be entitled to sell in the contemplated Co-Sale Transfer, at the same price and on the same terms and conditions, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Person and the Non-Transferring Persons participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Co-Sale Transfer.

For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Person, and if the Transferring Person at such time owns 30% of all Stockholder Shares and if one Non-Transferring Person elects to participate and owns 20% of all Stockholder Shares, the Transferring Person would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Person would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Any of the Non-Transferring Persons may elect to sell in any Co-Sale Transfer contemplated under this paragraph 8(a) a lesser number of Stockholder Shares than such Non-Transferring Person is entitled to sell hereunder, in which case the Transferring Person shall have the right to sell an additional number of Stockholder Shares in such Co-Sale Transfer equal to the number that such Non-Transferring Person has

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elected not to sell. The Founding Stockholder shall not Transfer any of its Stockholder Shares pursuant to this paragraph 8(a) to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investors and BofA and any such purported Transfer shall be null and void, and the participation of the Founding Stockholder and BofA in any Transfer contemplated by any Investor pursuant to this paragraph 8(a) shall be subject to the approval of the prospective transferee(s).

(b) Notwithstanding anything to the contrary expressed or implied in this Agreement, the provisions of this paragraph 8 shall continue with respect to each Stockholder Share following any Transfer thereof until the consummation of an Initial Public Offering or the date on which such Stockholder Share has been transferred in a Public Sale or a Sale of the Company.

(c) Each Stockholder transferring Stockholder Shares pursuant to this paragraph 8 shall pay its pro rata share (based on the number of Stockholder Shares to be sold) of the expenses incurred by the Transferring Person in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Transferring Person agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Stockholder Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer).

(d) Notwithstanding anything to the contrary set forth herein, in no event shall the Founding Stockholder or any Investor Transfer (other than a Transfer pursuant to paragraph 9 below and other than pursuant to a Sale of the Company) any Stockholder Shares in any way that would cause a “change in control” under the Transaction Debt as the terms thereof exist on the date hereof (and without taking into account any amendment, modification or waiver of any provision thereof by any of the parties thereto after the date hereof), and any such purported Transfer shall be null and void. Notwithstanding anything to the contrary set forth herein, so long as any Senior Debt is outstanding, in no event shall the Tudor Investors, the GM Investors or the HarbourVest Investors Transfer in the aggregate more than 50% of the Stockholder Shares held by the Tudor Investors, the GM Investors or the HarbourVest Investors, respectively, as of the Closing without the prior written consent of the Board. In connection with any contemplated Initial Public Offering, the Company, the Investors and the Founding Stockholder shall use their commercially reasonable best efforts to amend the “change-in-control” definition in the Senior Debt to be the same as the “change-in-control” definition in the Senior Notes.

9. Sale of the Company.

(a) If at any time after the seventh anniversary of the Closing, the Investors holding a majority of the outstanding Stockholder Shares held by all of the Investors or the Founding Stockholder (the “Electing Stockholders”) consents to a proposed Sale of the Company (other than to any Person that is an Affiliate of the Founding Stockholder or with respect to which any of the Summit Investors or any of the Tudor Investors directly or indirectly hold a greater than 10% equity interest or possess the right to elect a majority of the board of directors or similar governing body) (an “Approved Sale”), each holder of Stockholder Shares shall vote for, consent to and raise no objections against, and not otherwise impede or delay, such Approved Sale. In furtherance of the foregoing, if the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting, and waive all dissenters rights, appraisal rights and similar rights in connection with such merger or consolidation; (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of such Stockholder’s Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the

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Electing Stockholders (subject to paragraph 9(c) below); or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting, and waive all dissenters rights, appraisal rights and similar rights in connection with such sale of assets.

(b) In furtherance of its obligations under paragraph 9(a) above, (i) each holder of Stockholder Shares shall take all necessary or desirable actions reasonably requested by the Electing Stockholders in connection with the consummation of the Approved Sale and (ii) each holder of Stockholder Shares shall approve the same indemnities and enter into the same agreements as each other holder, including without limitation, voting to approve such transaction and executing all documents reasonably requested by the Electing Stockholders to be executed by such holder, including the applicable purchase agreement, stockholders agreement and/or indemnification or contribution agreement (and, only in the case of the Founding Stockholder and its equity holders and any Stockholders who are also employees of the Company or any of its Subsidiaries, noncompetition and nonsolicitation agreements). Each holder of Stockholder Shares shall be obligated to make representations and warranties only as to such holder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder, enforceability of relevant agreements against such Stockholder and other matters relating specifically to such holder and to enter into indemnification obligations with respect to the Company’s representations and warranties (which shall be on a several, and not a joint and several, basis) with respect to the foregoing, in each case to the extent that the Electing Stockholders are similarly obligated; provided that no holder shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other holder of Stockholder Shares or such other holder’s Stockholder Shares, and in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration (net of all transaction expenses other than taxes) payable to such holder in such Approved Sale.

(c) The obligations of the Stockholders with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Stockholder Shares shall receive cash and/or freely and immediately tradable public company securities in an amount sufficient for each such holder to pay any taxes due in connection with such Approved Sale; (ii) subject to paragraph 10 below, if any holders of Stockholder Shares are given an option as to the form and amount of consideration to be received, each holder of Stockholder Shares shall be given the same option; (iii) if the acquiror is a private company (i.e., a company with no common stock listed for trading on a national stock exchange or quoted in the NASDAQ system), at least 75% of the aggregate consideration must be in the form of cash; and (iv) each holder of Stockholder Shares shall receive their pro rata share of all consideration (however described or allocated) that is paid to any of the Company’s other Stockholders in connection with such transaction that is not directly and solely related to the sale of capital stock.

(d) If the Company or the Electing Stockholders enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the other Stockholders, if required under the Securities Act, will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any other Stockholder appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative.

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(e) Holders of Stockholder Shares will bear their pro rata share (as if such expenses reduced the aggregate proceeds available for distribution in such Approved Sale) of the costs of any sale of Stockholder Shares pursuant to an Approved Sale to the extent such costs are approved by the Electing Stockholders and incurred for the benefit of all holders of Stockholder Shares and are not otherwise paid by the Company or the acquiring party. For purposes of this paragraph 9(e), costs incurred in exercising reasonable efforts to take all necessary or desirable actions in connection with the consummation of an Approved Sale in accordance with paragraph 9(b)(i) shall be deemed to be for the benefit of all holders of Stockholder Shares.

(f) The provisions of this paragraph 9 shall terminate automatically and be of no further force and upon consummation of an Initial Public Offering.

10. Distributions Upon Sale of the Company. In the event of a Sale of the Company (whether or not such Sale of the Company constitutes an Approved Sale pursuant to paragraph 9 above) or a Fundamental Change (as defined in the Company’s Certificate of Incorporation), and notwithstanding anything to the contrary in this Agreement, (a) each holder of Stockholder Shares shall receive, in exchange for the Stockholder Shares held by such holder, the same portion of the aggregate consideration from such sale or exchange that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such sale or exchange (as reduced in the case of holders of rights to acquire any class of Stockholder Shares by the exercise price per share thereof) and (b) each holder of Stockholder Shares shall be obligated to join in the same indemnification (which shall be on a several basis pursuant to the terms of the definitive agreement relating to the Sale of the Company or pursuant to a contribution agreement among the Stockholders) or other obligations (including, without limitation, by way of escrow or holdback of any sale proceeds) in connection with such Sale of the Company (other than any such obligations that relate specifically to a holder of Stockholder Shares such as indemnification with respect to representations and warranties given by a holder regarding such holder’s title to and ownership of Stockholder Shares), with such holders bearing such liabilities or obligations with the same economic effect, consistent with clause (a) of the foregoing, as if such liabilities or obligations reduced the aggregate consideration payable to Stockholders in such Sale of the Company prior to the consummation thereof. The provisions of this paragraph 10 shall terminate upon the consummation of an Initial Public Offering.

11. Initial Public Offering. In the event that at any time after the date that is eighteen (18) months after the Closing (or at any time prior thereto with the consent of the Investors holding a majority of the outstanding Stockholder Shares held by all Investors and the Founding Stockholder), either the Investors holding a majority of the outstanding Stockholder Shares held by all Investors or the Founding Stockholder instructs the Company to pursue an Initial Public Offering, the holders of Stockholder Shares shall cooperate with the Company and shall take all reasonably necessary or desirable actions (as reasonably directed by the Company and at the Company’s expense) in order to facilitate the consummation of the Initial Public Offering; provided that Investors holding a majority of the outstanding Stockholder Shares held by all Investors or the Founding Stockholder may only make such election if such Initial Public Offering would also constitute a Qualified Public Offering (as defined in the Company’s Certificate of Incorporation).

12. Confidentiality; Use of Stockholder’s Name.

(a) Each Stockholder agrees not to divulge or communicate (except to directors, managers, officers, employees, investors, attorneys or agents of the Stockholder for purposes related to the Company or its business or the monitoring of such Stockholder’s investment in the Company), use to the detriment of the Company or any Subsidiary of the Company or for the benefit of any other Person, or

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misuse in any way, any confidential information or trade secrets of the Company or any Subsidiary of the Company or any other Stockholder or its Affiliates (each a “Protected Party”), including personnel information, financial information, secret processes, know-how, customer lists, formulas or other technical data, except as may be required by law; provided, however, that this prohibition shall not apply to (i) any information which, through no improper action of such Stockholder, is publicly available or generally known in the industry, (ii) any information which the Board (including the Investor Directors) determines should be excepted from this paragraph 12, (iii) any information which is developed independently by such Stockholder without the aid or use of any confidential information or trade secrets of the Company or any of its Subsidiaries, (iv) any information which is or becomes available to such Stockholder from a source other than a Protected Party, or (v) any information which is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Each Stockholder acknowledges and agrees that any information or data such Stockholder has acquired on any of these matters or items were received in confidence and as fiduciary of the Company.

(b) The Company and each Stockholder agree that, without the written consent of a Stockholder, neither the Company nor the other Stockholders shall make any use of such Stockholder’s name or trademarks; other than to disclose (i) such Stockholder as a Stockholder or equity owner of the Company, (ii) the names of the Stockholders to existing or prospective stockholders, or (iii) the names of the Stockholders to any bank or other party with whom the Company has or intends to conduct business.

(c) It is agreed between the parties that a Protected Party would be irreparably damaged by reason of any violation of the provisions of this paragraph 12, and that any remedy at law for a breach of such provisions would be inadequate. Therefore, a Protected Party shall be entitled to seek and obtain injunctive or other equitable relief (including, but not limited to, a temporary restraining order, a temporary injunction or a permanent injunction) against any Stockholder, such Stockholder’s agents, assigns or successors, for a breach or threatened breach of such provisions and without the necessity of proving actual monetary loss. It is expressly understood among the parties that this injunctive or other equitable relief shall not be a Protected Party’s exclusive remedy for any breach of this paragraph 12 and such Protected Party shall be entitled to seek any other relief or remedy that it may have by contract, statute, law or otherwise for any breach hereof, and it is agreed that a Protected Party shall also be entitled to recover its attorneys’ fees and expenses in any successful action or suit against any Stockholder relating to any such breach.

13. Certain Additional Transfer Restrictions.

(a) General Provisions. Restricted Securities are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in paragraph 13(b) below, any other legally available means of transfer.

(b) Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 13(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, if reasonably requested by the Company, together with an opinion of Morrison & Foerster LLP, Kirkland & Ellis LLP or other counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Morrison & Foerster LLP, Kirkland & Ellis LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in paragraph 6 above. If

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the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph. Notwithstanding anything set forth herein to the contrary, the Founding Stockholder or any Investor may transfer its Restricted Securities pro rata to its equityholders without delivering any opinion pursuant to this paragraph 13(b).

(c) Rule 144A. Upon the request of any Stockholder, the Company shall promptly supply to such Stockholder or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

(d) Legend Removal. If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in the first sentence of the legend in paragraph 6 above from the certificates for such Restricted Securities.

14. Conversion of Class B Preferred Stock and Class B Common Stock. In the event any Investor elects to convert any shares of Class B Preferred Stock into shares of Class A Preferred Stock pursuant to paragraph 5G of Part B of Article IV of the Company’s certificate of incorporation, such Investor shall give 10 business days prior written notice to each other Investor and each Investor shall have the right to convert shares of Class B Preferred Stock held by such Investor into shares of Class A Preferred Stock simultaneously with such electing Investor with the aggregate number of shares of Class B Preferred Stock that may be converted in accordance with such paragraph allocated among the Investors pro rata based on the number of shares of Class B Preferred Stock held by each Investor choosing to participate in such conversion. In the event any Investor elects to convert any shares of Class B Common Stock into shares of Class A Common Stock pursuant to paragraph 4A of Part C of Article IV of the Company’s certificate of incorporation, such Investor shall give 10 business days prior written notice to each other Investor and each Investor shall have the right to convert shares of Class B Common Stock held by such Investor into shares of Class A Common Stock simultaneously with such electing Investor with the aggregate number of shares of Class B Common Stock that may be converted in accordance with such paragraph allocated among the Investors pro rata based on the number of shares of Class B Common Stock held by each Investor choosing to participate in such conversion.

15. Definitions

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise, and such control will be presumed if any Person owns ten percent (10%) or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person, and with respect to the Tudor Investors the term “Affiliate” shall also include the Tudor Related Entities.

“Affiliated Group” has the meaning given it in Section 1504 of the Internal Revenue Code of 1986, as amended, and in addition includes any analogous combined, consolidated or unitary group, as defined under any applicable state, local or foreign income tax law.

“BHCA” means the Bank Holding Company Act of 1956, as amended, and the rules and regulations promulgated thereunder.

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“BHC Regulatory Problem” shall be deemed to exist if a BHC Stockholder obtains an opinion of counsel (which counsel shall be reasonably acceptable to the Board and may be in-house counsel of such BHC Stockholder or any of its Affiliates), to the effect that there is a material likelihood that such BHC Stockholder would be in violation of any provision of the BHCA (without regard to Section 4(k) thereof), including any regulation, written interpretation or directive of any governmental authority having regulatory authority over such BHC Stockholder or any other law, rule, regulation or administrative practice to which such BHC Stockholder is subject, as a result of the BHC Stockholder continuing as a stockholder of the Company.

“BHC Stockholder” means any stockholder that is a bank holding company, as defined in 12 U.S.C. §1841(a), or a non-bank subsidiary of such bank holding company.

“Board” has the meaning set forth in the recitals hereto.

“BofA” means Bank of America Corporation, a Delaware corporation.

“Closing” has the meaning set forth in the recitals hereto.

“Common Stock” has the meaning set forth in the recitals hereto.

“Company” has the meaning set forth in the preamble hereto.

“Equity Incentive Plan” means any employee option or stock incentive plan that may be adopted by the Board from time to time, pursuant to which the Company may grant Common Stock and/or options to purchase Common Stock to officers, directors, employees and consultants of the Company.

“Founding Stockholder Directors” has the meaning set forth in paragraph 1 above.

“GM Investors” means Casino Cash Access Corp., on behalf of GM Capital Partners I, L.P., its sole stockholder, and JPMorgan Chase Bank, as Trustee for First Plaza Group Trust, and their Affiliates.

“HarbourVest Investors” means HarbourVest VI-GCA LLC and any of its Affiliates.

“Independent Director”shall have the same meaning ascribed to such term by either the listing requirements of the New York Stock Exchange or the NASDAQ National Market.

“Indenture” shall mean that certain Indenture, dated as of March 10, 2004, by and among GCA, Global Cash Access Finance Corporation, CCI Acquisition, LLC, Central Credit, LLC and The Bank of New York relating to those certain 8¾% senior subordinated notes due 2012 in the original principal amount of $235,000,000, as may be amended, modified or supplemented from time to time.

“Initial Public Offering” means an underwritten initial public offering and sale by the Company of its Common Stock to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any similar federal statute then in force.

“Investor Directors” has the meaning set forth in paragraph 1 above.

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“Investors” means those Persons identified on the Schedule of Investors attached hereto and such other Persons as may become “Investors” hereunder from time to time under the circumstances described in paragraph 5 above.

“Other Stockholders” means those Persons identified on the Schedule of Other Stockholders attached hereto and such other Persons as may become “Other Stockholders” hereunder from time to time under the circumstances described in paragraph 5 above.

“Outside Directors” has the meaning set forth in paragraph 1 above.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Sale” means any sale of Stockholder Shares to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act (or any similar provision then in force).

“Registration Agreement” has the meaning set forth in the Securities Purchase Agreement (as the same may be amended or modified from time to time in accordance with its terms).

“Restricted Securities” means (i) the Stockholder Shares and (ii) any securities issued with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) become eligible for sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the Securities Act legend set forth in the first sentence of the legend in paragraph 6 have been delivered by the Company in accordance with paragraph 13. Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing a Securities Act legend of the character set forth in the first sentence of the legend in paragraph 6.

“Sale of the Company” means a sale of the Company in any transaction or series of related transactions pursuant to which one or more Persons acquire (i) all or substantially all of the outstanding capital stock of the Company (whether by merger, consolidation or sale or transfer of the Company’s capital stock or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Securities” has the meaning set forth in paragraph 7.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Purchase Agreement” has the meaning set forth in the recitals hereto.

“Senior Debt” means the indebtedness outstanding under that certain Credit Agreement, dated March 10, 2004, among the Company, Global Cash Access, L.L.C., the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, as may be amended or modified from time to time.

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“Senior Notes” means the indebtedness represented by the outstanding 8¾% Senior Subordinated Notes due 2012 issued by Global Cash Access, L.L.C. and Global Cash Access Finance Corporation.

“Stockholder” has the meaning set forth in the preamble hereto.

“Stockholder Shares” means (i) any Common Stock purchased or otherwise acquired or held by any Stockholder, (ii) any Common Stock issued or issuable directly or indirectly upon the conversion, exercise or exchange of any securities purchased or otherwise acquired by any Stockholder which are convertible into or exercisable or exchangeable directly or indirectly for Common Stock (including the Preferred Stock but excluding options to purchase Common Stock granted by the Company unless and until such options are exercised) and (iii) any other capital stock or equity securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) or (ii) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular securities constituting Stockholder Shares hereunder, such Stockholder Shares shall cease to be Stockholder Shares hereunder when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of the limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing member, general partner or managing director of such limited liability company, partnership, association or other business entity.

“Tendering Event” shall have the meaning set forth in that certain Secured Non-Recourse Promissory Note [2.99%] and that certain Secured Non-Recourse Promissory Note [2%], each dated March 10, 2004 and issued by Bank of America Corporation in favor of the Founding Stockholder.

“Transaction Debt” means the Senior Debt and the Senior Notes.

“Tudor Investors” means Tudor Ventures II, L.P., The Altar Rock Fund L.P., The Raptor Global Portfolio Ltd., Tudor Proprietary Trading, L.L.C., The Tudor BVI Global Portfolio, Ltd. and any entity for which Tudor Investment Corporation or an Affiliate thereof acts as general partner and/or investment adviser, Tudor Investment Corporation, Tudor Group Holdings LLC, each of their respective Affiliates, or any Affiliate of Affiliated Group of Tudor Investment Corporation and/or Tudor Group Holdings LLC and/or its Affiliates.

“Tudor Related Entities” means, with respect to the Tudor Investors, any entities for which any of the Tudor Investors or any of its Affiliates serve as general partner and/or investment adviser or in a similar capacity, and all mutual funds or other pooled investment vehicles or entities under

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the control or management of any of the Tudor Investors or the general partner or investment adviser thereof, or any Affiliate of any of them.

16. Buyback Upon the Occurrence of Regulatory Events.

(a) Promptly upon becoming aware of the occurrence of a Regulatory Event (as defined below), the Company shall provide the Board, the Founding Stockholder and BofA with a notice thereof describing in reasonable detail the nature of such Regulatory Event. Promptly upon becoming aware of the occurrence of a Regulatory Event, BofA shall provide the Founding Stockholder and the Company with a notice thereof describing in reasonable detail the nature of such Regulatory Event. Within ten (10) Business Days after the receipt of such notice, either the Founding Stockholder (or its assigns) or BofA shall have the right to deliver to the other party a notice (a “Buyback Notice”) obligating the Founding Stockholder (or, subject to paragraph 16(g), its assigns) to purchase from BofA and BofA to sell to the Founding Stockholder all (but not less than all) of the then outstanding Transferred Common Stock (the “Buyback”) for a purchase price (the “Buyback Purchase Price”) equal to the sum of (i) the amount of all then outstanding Obligations (as defined in the 2.99% Pledge Agreement) under the 2.99% Note (the “2.99% Purchase Price”), plus (ii) the amount of all then outstanding Obligations (as defined in the 2.0% Pledge Agreement) under the 2.0% Note (the “2.0% Purchase Price”), plus (iii) in the case of a Company-Triggered Regulatory Event (as defined below) only, the amount equal to the excess, if any, of the Fair Market Value of the 2.0% Common Stock as of the date of the relevant Buyback Notice over the amount of all then outstanding Obligations under the 2.0% Note (such excess referred to as the “FMV Purchase Price”); provided that in no event the FMV Purchase Price shall be less than “0”.

(b) The closing of the Buyback shall occur on the third Business Day after (i) in the case of a Company-Triggered Regulatory Event, the determination of the Fair Market Value of the 2.0% Common Stock in accordance with the procedure set forth in clause (e) below and (ii) in the case of any other Regulatory Event, the receipt of the Buyback Notice by the Founding Stockholder or BofA, as the case may be. At the closing of the Buyback, BofA shall deliver to the Founding Stockholder the Transferred Common Stock duly endorsed to the Founding Stockholder or its order against the payment by the Founding Stockholder of the Buyback Purchase Price payable by it as follows: (i) in the case of the 2.99% Purchase Price, by delivering to BofA the cancelled 2.99% Note, (ii) in the case of the 2.00% Purchase Price, by delivering to BofA the cancelled 2.0% Note and (iii) in the case of the FMV Purchase Price, in cash, by wire transfer of immediately available funds for such account, as directed in writing by BofA (it being understood and agreed that no FMV Purchase Price shall be payable unless a Buyback Notice is delivered in connection with a Company-Triggered Regulatory Event); provided further to the extent that the FMV Purchase Price exceeds One Million Five Hundred Thousand Dollars ($1,500,000) (such excess being referred to as the “Excess Purchase Price”), then the Excess Purchase Price shall be paid in the form of a four (4) year promissory note payable to BofA with principal and interest (at prime rate) payable in equal installments on an annual basis (the “Buyback Note”). Upon closing of the Buyback, (A) the indebtedness represented by the Notes shall be extinguished and all Obligations thereunder shall be deemed indefeasibly paid in full, (B) all rights and obligations of the Founding Stockholder and BofA under the Notes and the Pledge Agreements shall terminate and shall be of no further force and effect and (C) all rights and obligations of BofA under this Agreement shall terminate and shall be of no further force and effect. Notwithstanding anything to the contrary in this paragraph 16, the parties acknowledge and agree that in the event of a Company-Triggered Regulatory Event, the closing of the Buyback of the 2.99% Common Stock may occur separately from the closing of the Buyback of the 2.0% Common Stock and that the closing of the Buyback of the 2.99% Common Stock may, upon written request of either BofA or the Founding Stockholder to the other party, occur immediately after receipt of the Buyback Notice. At the closing of the transfer of the 2.99% Common Stock described in the previous sentence, BofA shall deliver to the Founding Stockholder the 2.99%

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Common Stock duly endorsed to the Founding Stockholder or its order and the Founding Stockholder shall deliver to BofA the 2.99% Purchase Price in the form of the cancelled 2.99% Note.

(c) For purposes of this paragraph 16, the following terms shall be defined as follows:

(i) “2.0% Note” means that certain secured non-recourse promissory note dated March 10, 2004, executed by BofA in favor of the Founding Stockholder in the face amount of U.S. $8,100,000.

(ii) “2.0% Pledge Agreement” means that certain Pledge Agreement dated March 10, 2004 executed by BofA in favor of the Founding Stockholder securing the 2.0% Note.

(iii) “2.0% Common Stock” means the Common Stock acquired by BofA in the Conversion in exchange for the membership units representing 2.0% of the outstanding membership interests in the Company purchased by BofA from the Founding Stockholder pursuant to that certain Membership Unit Purchase Agreement dated March 10, 2004.

(iv) “2.99% Note” means that certain secured non-recourse promissory note dated March 10, 2004, executed by BofA in favor of the Founding Stockholder in the face amount of U.S. $12,109,500.

(v) “2.99% Pledge Agreement” means that certain Pledge Agreement dated March 10, 2004 executed by BofA in favor of the Founding Stockholder securing the 2.99% Note.

(vi) “2.99% Common Stock” means the Common Stock acquired by BofA in the Conversion in exchange for the membership units representing 2.99% of the outstanding membership interests in the Company purchased by BofA from the Founding Stockholder pursuant to that certain Membership Unit Purchase Agreement dated March 10, 2004.

(vii) “Regulatory Event” shall mean any event, occurrence or circumstance (including, without limitation, the filing by the Company or any of its Subsidiaries for a gaming license or any change of applicable gaming regulations), as the result of which, BofA or any of its Affiliates could reasonably be expected to (A) be required to procure or apply for a gaming license or a finding of suitability with any gaming regulatory authority in any state, tribal jurisdiction or other jurisdiction in which the Company operates or (B) otherwise becomes subject to gaming regulations, the result of which BofA or any of its Affiliates could reasonably be expected to be required to procure or apply for a gaming license or a finding of suitability with any gaming regulatory authority in any state, tribal jurisdiction or other jurisdiction in any such state (in each case (clause (A) or (B)), other than requests for waivers of qualification or suitability for institutional investors or licensed financial institutions that are not unduly burdensome to BofA as determined in BofA’s sole discretion);

(viii) “Company-Triggered Regulatory Event” shall mean the occurrence of any Regulatory Event that is a direct or indirect result of any affirmative action taken by the Company or any of its subsidiaries to offer or sell products, services or initiatives which are not described in the Offering Memorandum under the caption “BUSINESS” under subheadings “Cash Access Products and Services,” “Customer Relationship Marketing Products and Services” and “Cashless Gaming Initiatives.”

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(ix) “Corporate Transaction” shall mean any of the following transactions: (a) a merger or consolidation in which the Company or Global Cash Access, LLC (“GCA”) is not the surviving entity (except a transaction, the principal purpose of which is to change the form of entity of the Company or GCA, a merger or consolidation of the Company or GCA or a merger or consolidation of the Company or GCA and an affiliate thereof ); (b) the sale, transfer or other disposition of all or substantially all of the assets of the Company or GCA (except a transfer to an Affiliate of the Company or GCA, including the Company or GCA, as the case may be); (c) the complete liquidation or dissolution of the Company or GCA; (d) any reverse merger or series of related transactions culminating in a reverse merger in which the Company or GCA is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s or GCA’s outstanding securities are transferred to a person or persons not an Affiliate of those person or persons who held such securities immediately prior to such transaction (except a transaction, the principal purpose of which is to change the form of entity of the Company or GCA, a merger or consolidation of the Company or GCA or a merger or consolidation of the Company or GCA and an affiliate thereof); or (e) acquisition in a single or series of related transactions by any person or related group of persons (except by an Affiliate of the Company or GCA, including the Company or GCA, as the case may be) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s or GCA’s outstanding securities.

(x) “Fair market Common Stock Value” as of any date of determination, means the price that a willing buyer would pay to a willing seller for the 2.0% Common Stock in an arm’s-length transaction, with neither party being under any immediate obligation or need to consummate the transaction, it being understood that the buyer and seller in arriving at such price in determining the value of such Common Stock would each consider, among other factors, the past and prospective earnings of the Company, provided that such valuation shall exclude any minority discount. Fair market Common Stock Value shall be determined in accordance with the procedures set forth in paragraph 16(d) below.

(xi) “Offering Memorandum” shall mean the Offering Memorandum of the Company, dated March 4, 2004, including amendments or supplements thereto and any exhibits thereto, that have been prepared and delivered by Global Cash Access, LLC, et. al. in connection with the solicitation of offers to purchase at least $235 million in gross cash proceeds from the issuance and sale of notes.

(xii) “Transferred Common Stock” means the 24.3 shares of Class A Common Stock and the 3.145 shares of Class B Common Stock acquired by BofA in the Conversion in exchange for the 27.445 membership units of the Company purchased by BofA from the Company pursuant to that certain Membership Unit Purchase Agreement dated March 10, 2004.

(d) Fair Market Value Determination. Fair market Common Stock Value shall be determined in accordance with the following procedure:

(i) The Founding Stockholder and BofA shall endeavor to agree upon such Fair market Common Stock Value within ten (10) days after the date of the delivery of a Buyback Notice (the date of delivery of a Buyback Notice shall be referred to as the “Applicable Date”).

(ii) If the parties shall not have signed such agreement within ten (10) days after the Applicable Date, BofA shall within fifteen (15) days after the Applicable Date to select a nationally recognized investment bank with experience in transactions of comparable size and

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magnitude and which shall not have performed significant work for the Founding Stockholder or the Company (an “Independent Financial Expert”) and notify the Founding Stockholder in writing of the name, address and qualifications of such Independent Financial Expert. Within fifteen (15) days following the Founding Stockholder’s receipt of BofA’s notice of the Independent Financial Expert selected by BofA, the Founding Stockholder shall select an Independent Financial Expert and notify BofA of the name, address and qualifications of such Independent Financial Expert. Such two Independent Financial Experts shall endeavor to agree upon a Fair market Common Stock Value based on a written valuations made by each of them as of the Applicable Date. If such two Independent Financial Experts shall agree upon a Fair market Common Stock Value, the amount of such Fair market Common Stock Value as so agreed shall be binding and conclusive upon the Founding Stockholder and BofA.

(iii) If such two Independent Financial Experts shall be unable to agree upon a Fair market Common Stock Value within twenty (20) days after the selection of an Independent Financial Expert by the Founding Stockholder, then such Independent Financial Experts shall advise the Founding Stockholder and BofA of their respective determination of Fair market Common Stock Value and shall select a third Independent Financial Expert to make the determination of Fair market Common Stock Value. The selection of the third Independent Financial Expert shall be binding and conclusive upon the Founding Stockholder and BofA.

(iv) If such two Independent Financial Experts shall be unable to agree upon the designation of a third Independent Financial Expert within five (5) business days after the expiration of the twenty (20) day period referred to in clause (iii) above, or if such third Independent Financial Expert does not make a determination of Fair market Common Stock Value within twenty (20) days after his selection, then such third Independent Financial Expert or a substituted third Independent Financial Expert, as applicable, shall, at the request of either party hereto (with respect to the other party), be appointed by the President or Chairman of the American Arbitration Association in New York, New York. The determination of Fair market Common Stock Value made by the third Independent Financial Expert appointed pursuant hereto shall be made within twenty (20) days after such appointment.

(v) If a third Independent Financial Expert is selected, Fair market Common Stock Value shall be the average of the determination of Fair market Common Stock Value made by the third Independent Financial Expert and the determination of Fair market Common Stock Value made by the Independent Financial Expert (selected pursuant to paragraph 16(d) hereof) whose determination of Fair market Common Stock Value is nearest to that of the third Independent Financial Expert. Such average shall be binding and conclusive upon the Founding Stockholder and BofA.

(vi) Each party shall bear the costs of the Independent Financial Expert retained by it. The costs of the third Independent Financial Expert shall be shared equally by BofA and the Founding Stockholder. The costs of arbitration shall be allocated by the arbitrator.

(e) Early Transfer. During the period of time following receipt by the Founding Stockholder or BofA of a Buyback Notice until consummation of the Buyback, the Company shall and shall cause its subsidiaries to cooperate fully with gaming regulators in an effort to assure that BofA shall not be required to procure or apply for a gaming license or finding of suitability in any state, tribal jurisdiction or other jurisdiction in which the Company operates. In the event that the Company is unable to obtain adequate assurances from the gaming regulators as discussed in the prior sentence, then the Company shall promptly notify BofA of this fact and, BofA shall have the right to immediately request transfer of title to all of the outstanding Transferred Common Stock to the Founding Stockholder in

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consideration of the payment by the Founding Stockholder of the following: (i) in the case of the 2.99% Purchase Price, by delivering to BofA the cancelled 2.99% Note, (ii) in the case of the 2.00% Purchase Price, by delivering to BofA the cancelled 2.0% Note, and (iii) the Founding Stockholder shall remain liable hereunder to pay the FMV Purchase Price in accordance with and subject to the terms of this Section 16.

(f) Termination of Buyback. This paragraph 16 and the Buyback obligation and right set forth herein shall terminate immediately prior to an Initial Public Offering or Corporate Transaction.

(g) Assignment of Rights. Upon delivery of a notice of a Regulatory Event by either of the Company or BofA under this paragraph 16, the Founding Stockholder may assign all of its rights and obligations under this paragraph 16 to any party without the consent of BofA, provided that the Founding Stockholder shall remain liable for payment of the obligations under the Buyback Note in the event that the assignee does not fully perform thereunder.

(h) Alternative Redemption or Mandatory Disposition.

(i) Notwithstanding any other provision of this Agreement to the contrary, any outstanding Common Stock of the Company held by a Disqualified Stockholder shall be subject, at the election of the Company as determined by the Board to either (i) redemption by the Company at the purchase price, or (ii) to mandatory disposition, each in accordance with the procedures set forth in paragraphs 16(a) through (g), if in the reasonable good faith judgment of the Board such action should be taken pursuant to any applicable law or regulation to prevent the loss of, or secure the reinstatement of, or to prevent the denial of applications for or the renewal of, any governmental permit from any governmental body held or sought by the Company to conduct more than a de minimis portion of the business of the Company, if such governmental permit is conditioned upon some or all of the stockholders of the Company, or any Affiliate or associate of a stockholder, possessing prescribed qualifications or any other condition; provided that, in making its judgment to redeem such Common Stock, the Board shall consider procedural remedies available to the Company or such Disqualified Stockholder with the applicable governmental body.

(ii) For purposes of this paragraph 16(h), “Disqualified Stockholder” shall mean BofA (or its successors) in the event its holding of Common Stock may result, in the reasonable good faith judgment of the Board, in the loss of, or the failure to secure the reinstatement of, or the denial of applications for or the renewal of, any governmental permit from any governmental body held or sought by the Company to conduct any portion of the business of the Company.

(iii) If less than all the Common Stock held by any Disqualified Stockholder is to be mandatorily disposed of or redeemed, the Common Stock to be mandatorily disposed of or redeemed shall be selected in such manner as shall be determined by the Board.

(i) Prior to any cancellation or redemption of any shares of Class A Common Stock (or any security convertible into or exercisable for Class A Common Stock), the Company shall give at least 10 business days prior written notice thereof to each BHC Stockholder.

(j) In connection with any distribution of non-cash assets (e.g., securities) to the Company’s stockholders, the Company shall provide each BHC Stockholder with prior written notice thereof and if a BHC Stockholder notifies the Company in writing that receipt by such BHC Stockholder

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of such non-cash assets would create a material likelihood of a material violation of the BHCA by such BHC Stockholder, then the Company shall cooperate with such BHC Stockholder’s efforts to arrange for the sale of such BHC Stockholder’s pro rata share of such non-cash assets.

17. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such Stockholder Shares for any purpose.

18. Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by (i) the Company, (ii) the Investors that hold a majority of the Stockholder Shares then held by the Investors, (iii) the Founding Stockholder; and (iv) BofA, but only to the extent any such modification, amendment or waiver adversely affects the rights of BofA under Section 3(a) as it pertains to a BHC Regulatory Problem, the proviso at the end of the first sentence of Section 4, the last sentence of Section 7(a), Section 8 to the extent it pertains to BofA’s co-sale rights thereunder in a manner disproportionate to the other Stockholders, Section 12 to the extent it applies to BofA as a Protected Party, the definitions of “BHCA,” “BHC Regulatory Problem” and “BHC Stockholder” in Section 15 and Section 16; provided that any amendment, modification or waiver which adversely affects any Investor or class or sub-class of Stockholder Shares (for purposes of this paragraph 18, the Stockholder Shares held by the Tudor Investors will be considered a sub-class of Stockholder Shares) in a disproportionate manner must be approved by such individual Stockholder or the holders of a majority of the Stockholder Shares held by such class or sub-class. It being understood that the addition of any stockholder hereto on the same terms as set forth herein shall not be deemed to be an amendment, modification or waiver of this Agreement for purposes of this paragraph 18. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

20. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

21. Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of and be enforceable as and to the extent provided herein by the Company and the Stockholders and any subsequent holders of Stockholder Shares, including successor trusts and trustees, so long as they hold Stockholder Shares.

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22. Counterparts. This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

23. Remedies. The parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and any Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

24. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid) or sent by facsimile to the Company at the address set forth below and to any other recipient at the address indicated on the Schedules hereto and to any subsequent Stockholder subject to this Agreement at such address as indicated by the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, five (5) days after deposit in the U.S. mail, one day after deposit with a reputable overnight courier service (charges prepaid) or upon machine-generated acknowledgment of receipt after being transmitted by facsimile. The Company’s address is:

GCA Holdings, Inc.

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Attn: Chief Executive Officer

Phone: (702) 855-3006

Facsimile: (702) 262-5039

25. Governing Law. The corporate law of the State of Delaware shall govern all issues concerning the relative rights of the Company and its Stockholders. All other issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

26. Waiver of Preemptive Rights. Each of the Other Stockholders hereby waives any existing preemptive rights with respect to the issuance and sale of the Preferred Stock under the Securities Purchase Agreement and the issuance of any Common Stock upon conversion thereof.

27. Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief executive office is then located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

28. Descriptive Headings, etc. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the term “including” herein shall mean “including without limitation.”

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29. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question or intent or interpretation arises, this Agreement shall be construed as it was drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. The parties hereto intend that each covenant contained herein shall have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same or similar subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first covenant.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

GCA HOLDINGS, L.L.C.
By:	/s/    KARIM MASKATIYA
Its:	Chairman
M&C INTERNATIONAL
By:	/s/    ROBERT CUCINOTTA
Its:	Secretary
BANK OF AMERICA CORPORATION
By:	/s/    TOM HOUGHTON
Its:	Senior Vice President
SUMMIT/GCA HOLDINGS, LLC
By:	Summit Ventures VI-A, L.P.
Its:	Manager
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Stockholders Agreement)

TPT GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR VENTURES GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR FUNDS GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director

(Continuation of Signature Page to Stockholders Agreement)

HARBOURVEST VI-GCA LLC
By:	HarbourVest Partners VI-Direct Fund L.P.
Its:	Sole Member
By:	HarbourVest VI-Direct Associates LLC
Its:	General Partner
By:	HarbourVest Partners, LLC
Its:	Managing Member
By:	/s/    OFER NEMIROVSKY
Its:	Managing Director

(Continuation of Signature Page to Stockholders Agreement)

CASINO CASH ACCESS CORP., ON BEHALF OF GM CAPITAL PARTNERS I, L.P., ITS SOLE STOCKHOLDER
By:	/s/    BRIAN S. KORN
Its:	President & Secretary
JPMORGAN CHASE BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
By:	/s/    MARC PINSKY
Its:	Assistant Vice President

SCHEDULE OF INVESTORS

Summit GCA Holdings, LLC
c/o Summit Partners, L.P.
499 Hamilton Avenue, Suite 200
Palo Alto, California 94301
Telephone:	(650) 321-1166
Telecopy:	(650) 321-1188
Attention:	Walter G. Kortschak
	C.J. Fitzgerald

with a copy to:

(which shall not constitute notice to the Summit GCA Holdings, LLC)

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telephone:	(312) 861-2000
Telecopy:	(312) 861-2200
Attention:	Ted H. Zook, P.C.

TPT GCA Investment Ltd.

Tudor Ventures GCA Investment Ltd.

Tudor Funds GCA Investment Ltd.

c/o Tudor Investment Corporation

50 Rowes Wharf, 6th Floor

Boston, Massachusetts 02110

Attention: Robert Forlenza

with a copy to:

(which shall not constitute notice to the TPT GCA Investment Ltd., Tudor Ventures GCA Investment Ltd. or Tudor Funds GCA Investment Ltd.)

Tudor Investment Corporation

1275 King Street

Greenwich, Connecticut 06831

Attention: Stephen N. Waldman, Esq.

and

Bingham McCutchen LLP

150 Federal Street

Boston, Massachusetts 02110

Telephone:	(617) 951-8000
Telecopy:	(617) 951-8736
Attention:	Victor J. Paci

HarbourVest VI-GCA LLC
c/o HarbourVest Partners, LLC
One Financial Center
44th Floor
Boston, MA 02111
Telephone:	(617) 348-3707
Telecopy:	(617) 350-0305

with a copy to:

(which shall not constitute notice to HarbourVest VI-GCA LLC)

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Telephone:	212 909 6170
Telecopy:	212 909 6836
Attention:	David J. Schwartz

Casino Cash Access Corp.

c/o GM Capital Partners I, L.P.

c/o General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:	(212) 418-3644
Attention:	Larry Rusoff

JPMorgan Chase Bank, as Trustee for First Plaza Group Trust

4 Chase MetroTech Center, 18th Floor

Brooklyn, New York 11245

Telecopy:	(718) 242-8695
Attention:	John A. Ferrante

with a copy to:

(which shall not constitute notice to JPMorgan Chase Bank,

as Trustee for First Plaza Group Trust)

General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:	(212) 418-3644
Attention:	Larry Rusoff

SCHEDULE OF FOUNDING STOCKHOLDER

M&C International
2350 Mission College Blvd, Suite 200
Santa Clara, California 95054
Phone: (408) 492-0034
Facsimile:	(408) 492-9632
Attention:	President

with a copy to:

(which shall not constitute notice to the Founding Stockholder)

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

Phone: (650) 813-5615

Facsimile: (650) 494-0792

Attn: Paul “Chip” L. Lion III, Esq.

SCHEDULE OF OTHER STOCKHOLDERS

Bank of America Corporation

600 Montgomery Street

San Francisco, CA 94111

Phone: (415) 913-6079

Facsimile: (415) 913-6807

Attn: Gary M. Tsuyuki

with a copy to:

(which shall not constitute notice to BofA)

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Phone: (212) 859-8000

Facsimile: (212) 859-4000

Attention: Jeffrey Bagner and Michael Levitt

CONSENT OF SPOUSE

The undersigned spouse of one of the [Other Stockholders] listed on the [Schedule of Other Stockholders] attached to the foregoing Stockholders Agreement (the “Agreement”) with GCA Holdings, Inc. (the “Company”) certifies that (i) he or she has read the foregoing Agreement and the other Transaction Agreements (as defined in the Agreement); (ii) acknowledges that he or she understands its terms and (iii) ratifies and approves the terms of the Agreement and the other Transaction Agreements insofar as they do or may affect the management and disposition of any community property interest of him or her.

DATED:             , 2004

Print Name

Signature

EX-10.21

Exhibit 10.21

GCA HOLDINGS, INC.

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT is made as of May 13, 2004 by and among GCA Holdings, L.L.C., a Delaware limited liability company that shall be converted into a Delaware corporation named GCA Holdings, Inc. (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the parties to this Agreement are parties to a Securities Purchase and Exchange Agreement, dated as of April 21, 2004, as amended (the “Securities Purchase Agreement”), pursuant to which, among other things, certain Investors shall purchase equity interests in the Company that shall become, upon the conversion of the Company to a corporation, shares of the Company’s Class A Preferred Stock, par value $.01 per share (the “Class A Preferred”) and shares of the Company’s Class B Preferred Stock, par value $.01 per share (the “Class B Preferred,” and, together with the Class A Preferred, the “Preferred Stock”) and, for purposes of this Agreement, the shares of Preferred Stock that are issued upon conversion of the Company from a limited liability company to a corporation shall be deemed to have been issued pursuant to the Securities Purchase Agreement);

WHEREAS, in order to induce the Investors to enter into the Securities Purchase Agreement and consummate the transactions contemplated thereby, the Company has agreed to enter into this Agreement for the benefit of the Investors;

WHEREAS, the execution and delivery of this Agreement is a condition to the Closing under the Securities Purchase Agreement; and

WHEREAS, unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 2 hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Covenants.

1A. Financial Statements and Other Information. The Company shall deliver to each Investor (so long as such Investor and/or its Affiliates holds any Preferred Stock or Common Stock) and to each holder of at least 5% of the outstanding Preferred Stock or Underlying Common Stock or at least 5% of the outstanding Common Stock (calculated on a fully-diluted basis):

(i) as soon as available but in any event within 30 days after the end of each monthly accounting period in each fiscal year, unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period, setting forth for each monthly period in each fiscal year comparisons to the Company’s budget and to the corresponding period in the preceding fiscal year, and all such statements shall be prepared in accordance with GAAP, consistently applied (except for the absence of footnote disclosures with respect thereto and subject to changes resulting from normal year-end adjustments for recurring accruals);

(ii) within 90 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year, all prepared in accordance with GAAP, consistently applied, and accompanied by (a) with respect to the consolidated portions of such statements, an opinion of a “Big Four” accounting firm selected by the Company’s board of directors, (b) a copy of such firm’s annual management letter to the Company’s board of directors, if any, and (c) in each case, comparisons to the Company’s annual budget and to the preceding fiscal year;

(iii) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder);

(iv) at least 30 days but no more than 60 days prior to the beginning of each fiscal year, an annual budget and operating plan prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets or operating plans prepared by the Company and any revisions of such annual or other budgets or operating plans;

(v) copies of all certificates, notices and other information delivered or required to be delivered to the Administrative Agent (as defined in the Senior Credit Agreement) under the Senior Credit Agreement at the same time that such certificates, notices and other information are delivered or required to be delivered to the Administrative Agent; and

(vi) with reasonable promptness, such other information and financial data concerning the Company and its Subsidiaries as any such Person may reasonably request.

Each of the financial statements referred to in subparagraphs (i) and (ii) above shall present fairly in all material respects the financial condition and results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods set forth therein, subject in the case of the unaudited financial statements to the absence of footnote disclosures with respect thereto and changes resulting from normal year-end adjustments for recurring accruals. Notwithstanding the foregoing, the provisions of this paragraph 1A and paragraph 1B below shall cease to be effective so long as the Company is subject to the periodic reporting requirements of the Securities Exchange Act and continues to comply with such requirements. Except as otherwise required by law or judicial order or decree or by any governmental agency or authority, each Person entitled to receive information regarding the Company and its Subsidiaries under this paragraph 1A or paragraph 1B below shall use the same standards and controls which such Person uses to maintain the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain the confidentiality of all nonpublic information of the Company or any of its Subsidiaries obtained by it pursuant to this paragraph 1A or paragraph 1B below and all such nonpublic proprietary information shall be used solely for purposes directly related to such Person’s equity interest in the Company; provided that, notwithstanding the foregoing or the provisions of any confidentiality agreement in favor of the Company, each such Person may disclose such information in connection with the sale or transfer of any Preferred Stock or Common Stock if such Person’s transferee agrees in writing to be bound by the provisions hereof. For purposes of this Agreement and the Registration Agreement, all holdings of Preferred Stock and Underlying Common Stock by Persons who are Affiliates of each other shall be aggregated for purposes of meeting any threshold tests under this Agreement and the Registration Agreement.

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1B. Inspection of Property. The Company shall permit any representatives designated by any Investor that was an original party hereto (so long as such Investor and/or its Affiliates holds any Preferred Stock or Common Stock) or any holder of at least 10% of the outstanding Preferred Stock or Underlying Common Stock or at least 10% of the outstanding Common Stock (calculated on a fully-diluted basis), upon reasonable notice and during normal business hours and at such other times as any such holder may reasonably request, to (i) visit and inspect any of the properties of the Company and its Subsidiaries, (ii) examine the corporate and financial records of the Company and its Subsidiaries and make copies thereof and (iii) consult with the directors, officers, key employees and independent accountants of the Company and its Subsidiaries concerning the affairs, finances and accounts of the Company and its Subsidiaries. For purposes of this paragraph 1B, in addition to the Investors listed on the Schedule of Investors as of the date hereof, each other Summit Investor, each other Tudor Investor, GM Capital Partners I, L.P. and HarbourVest Partners VI-Direct Fund, L.P. shall each be deemed to be original parties to this Agreement. The presentation of an executed copy of this Agreement by any Investor that was an original party hereto, along with reasonable evidence of compliance with the ownership thresholds set forth immediately above, to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with such Persons.

1C. Certain General Restrictions. Without the prior written consent of M&C (so long as M&C holds at least 20% of the outstanding Common Stock calculated on a fully-diluted basis) and the prior written consent of the holders of a majority of the outstanding Preferred Stock (so long as the Summit Investors and the Tudor Investors hold in the aggregate at least 20% of the Underlying Common Stock), and, with respect to subparagraph (v) below, without the prior written consent of the Tudor Investors holding a majority of the outstanding Preferred Stock (so long as the Tudor Investors hold in the aggregate at least 50% of the Preferred Stock held by the Tudor Investors on the date hereof), prior to the consummation of an Initial Public Offering or a Sale of the Company (at which time the provisions of this paragraph 1C shall automatically terminate and shall be of no further force and effect) the Company shall not (and, in the case of subparagraph (iii) below, M&C, the Summit Investors and the Tudor Investors shall not):

(i) except pursuant to a public offering registered under the Securities Act in which the aggregate price paid by the public for the shares shall be at least $50,000,000, issue or sell any additional capital stock or other equity securities to any Person unless at the time thereof there exists a default or potential event of default under any of the Company’s or any of its Subsidiaries’ financing agreements, except that the Company may establish an employee stock option plan or employee stock ownership plan that shall dilute all of the Company’s stockholders on a pro rata basis so long as the total authorized number of shares thereunder does not exceed 5% of the outstanding Common Stock (assuming conversion of the Preferred Stock and the issuance of all shares authorized under such plan) at the time of the adoption of such plan and so long as no single participant under such plan shall receive options or other rights thereunder to more than 2% of the outstanding Common Stock (assuming conversion of the Preferred Stock and the issuance of all shares authorized under such plan) calculated as of the date of the adoption of such plan;

(ii) acquire, or permit any of its Subsidiaries to acquire, any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise) involving an aggregate consideration (including, without limitation, the assumption of funded indebtedness whether direct or indirect) in any one transaction or series of related transactions greater than 10% of the Company’s consolidated net revenues for the twelve-month period immediately preceding the consummation of such transaction;

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(iii) (a) enter into an agreement for the Sale of the Company or enter into an exclusivity agreement with respect to a Sale of the Company without providing at least 30 days prior written notice thereof to each of M&C and the holders of the outstanding Preferred Stock or (b) consummate a Sale of the Company to any Person that is an Affiliate of M&C or with respect to which any of the Summit Investors or any of the Tudor Investors directly or indirectly hold a greater than 10% equity interest or possess the right to elect a majority of the board of directors or similar governing body;

(iv) incur, or permit any of its Subsidiaries to incur, any indebtedness for borrowed money (other than indebtedness relating to ATM vault cash, off-balance sheet financing and similar obligations incurred in the ordinary course of business) or enter into any agreement, commitment, assumption or guarantee with respect thereto if such particular financing involves an amount equal to the greater of (a) $25,000,000 and (b) an amount that would result in the Company’s Leverage Ratio being greater than the Company’s Leverage Ratio immediately following the consummation of the transactions contemplated in the Securities Purchase Agreement;

(v) enter into, amend, modify or supplement, or permit any of its Subsidiaries to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any Investor or any Investor’s officers, directors, stockholders or Affiliates, except as otherwise contemplated by this Agreement or any of the other agreements executed and delivered in connection herewith; or

(vi) increase the authorized size of the Company’s board of directors above seven (7) members.

1D. Certain Negative Covenants. So long as the Summit Investors and the Tudor Investors hold in the aggregate at least 20% of the Underlying Common Stock, prior to the consummation of a Qualified Public Offering or a Sale of the Company (at which time the provisions of this paragraph 1D shall automatically terminate and shall be of no further force and effect), the Company shall not (without the prior written consent of the holders of a majority of the outstanding Preferred Stock):

(i) directly or indirectly declare or pay, or permit any of its Subsidiaries to declare or pay, any dividends or make any distributions upon any of its capital stock or other equity securities, except that the Company may declare and pay dividends payable in shares of its Common Stock issued upon the outstanding shares of its Common Stock and any of its Subsidiaries may declare and pay dividends or make distributions to the Company or any Wholly-Owned Subsidiary;

(ii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company’s or any of its Subsidiaries’ capital stock or other equity securities (including, without limitation, warrants, options and other rights to acquire such capital stock or other equity securities), other than repurchases of Common Stock from former employees of the Company and its Subsidiaries upon termination of employment either at cost or, if for other than cost, for an aggregate purchase price of no more than $250,000 in any twelve-month period pursuant to arrangements approved by the Company’s board of directors; or directly or indirectly redeem, purchase or make any payments with respect to any stock appreciation rights, phantom stock plans or similar rights or plans;

(iii) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (a) any notes or debt securities containing equity features (including,

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without limitation, any notes or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features), (b) any capital stock or other equity securities (or any securities convertible into or exchangeable for any capital stock or other equity securities) which are senior to or on a parity with the Preferred Stock with respect to the payment of dividends, redemptions, distributions upon liquidation or otherwise, or (c) any additional shares of Preferred Stock;

(iv) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a Wholly-Owned Subsidiary established under the laws of a jurisdiction of the United States or any of its territorial possessions), except for (a) reasonable advances to employees in the ordinary course of business (but expressly prohibiting any loans or the arranging of any loans to or for the benefit of any employees for any purpose), (b) acquisitions as described in and as otherwise permitted pursuant to subparagraph (viii) below, (c) prepaid commissions paid to third party commercial customers in the ordinary course of business consistent with past practice not exceeding $1,000,000 to any single customer or group of related customers in any twelve-month period and not exceeding $2,500,000 in the aggregate to all customers in any twelve-month period, (d) Investments having a stated maturity no greater than one year from the date the Company or any of its Subsidiaries makes such Investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $50,000,000 or (3) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc., and (e) Investments by GCA in QuikPlay after the date hereof to the extent constituting Mandatory Capital Contributions (as defined in the QuikPlay LLC Agreement) pursuant to the terms of the QuikPlay LLC Agreement (as in effect as of the date hereof);

(v) merge or consolidate with any Person or, except as permitted by subparagraph (viii) below, permit any of its Subsidiaries to merge or consolidate with any Person (other than a merger of a Wholly-Owned Subsidiary with another Wholly-Owned Subsidiary);

(vi) sell, lease or otherwise dispose of, or permit any of its Subsidiaries to sell, lease or otherwise dispose of, more than 5% of the consolidated assets (including, without limitation, the capital stock or other ownership interests of any of its Subsidiaries) of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP consistently applied, contribution to the Company’s revenues or earnings, or fair market value, determined by the Company’s board of directors in its reasonable good faith judgment) in any transaction or series of related transactions; or sell or permanently dispose of any of its or any of its Subsidiaries’ material Intellectual Property Rights;

(vii) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes, or the formation of a parent holding company for the Company);

(viii) acquire, or permit any of its Subsidiaries to acquire, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or enter into any joint venture that is operated through a separate legal entity or its functional equivalent (but excluding commercial arrangements entered into in the ordinary course of business), involving an aggregate consideration paid by the Company or any of its Subsidiaries (including, without limitation, the assumption of liabilities whether direct or indirect) exceeding

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$1,000,000 in any one transaction or series of related transactions or exceeding $1,000,000 in any twelve-month period;

(ix) enter into, or permit any of its Subsidiaries to enter into, the ownership, active management or operation of any business other than the Business (as defined in the Securities Purchase Agreement);

(x) alter, amend, modify or repeal the Company’s or any of its Subsidiary’s certificate of incorporation or bylaws or other constituent documents, or file any resolution of the Company’s board of directors with the Delaware Secretary of State;

(xi) enter into, amend, modify or supplement, or permit any of its Subsidiaries to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any of its Subsidiaries’ officers, directors, stockholders or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such Person or individual owns a beneficial interest, except (without duplication) for (a) customary employment arrangements (but not employment agreements) and benefit programs on reasonable terms as approved by the Company’s board of directors (but with it being understood that in no event shall the Company or any of its Subsidiaries enter into any employment or other compensatory or benefit arrangement with Karim Maskatiya or Robert Cucinotta without the prior written consent required hereunder), or (b) as otherwise expressly contemplated by this Agreement or the Registration Agreement or the Stockholders Agreement executed and delivered in connection herewith;

(xii) increase, or permit any of its Subsidiaries to increase, any compensation (including salary, bonuses, benefits and other forms of current and deferred compensation) payable to any officer or director of the Company or any of its Subsidiaries above the amounts set forth on Exhibit A attached hereto, except for increases approved by the Company’s board of directors;

(xiii) establish or acquire or permit (a) any Subsidiaries other than Wholly-Owned Subsidiaries (except for QuikPlay) or (b) unless approved by the Company’s board of directors (including the affirmative vote of the directors elected by the holders of a majority of the Preferred Stock), any Subsidiaries organized outside of the United States and its territorial possessions (except for CashCall Systems, Inc.); or issue, sell or otherwise transfer (by dividend or distribution or otherwise), or permit any of its Subsidiaries to issue, sell or otherwise transfer (by dividend or distribution or otherwise), any shares of the capital stock or other ownership interests, or rights to acquire shares of the capital stock or other ownership interests, of any of its Subsidiaries to any Person other than the Company or a Wholly-Owned Subsidiary;

(xiv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding an aggregate principal amount of $525,000,000 outstanding at any time on a consolidated basis (and with it being understood that such permitted aggregate amount (x) includes the Transaction Debt as of the date hereof, but that such permitted aggregate amount shall be reduced from time to time by all principal payments on the Transaction Debt and all commitment reductions on the revolving credit loan in respect of the Senior Debt and (y) excludes Indebtedness that may be represented from time to time by ATM vault cash and similar obligations incurred by the Company and its Subsidiaries in the ordinary course of business consistent with past practice); create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Liens other than Permitted Liens; or amend, modify or waive any provision under any agreement or instrument relating to

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funded Indebtedness that would (a) increase the rates of interest applicable to the Indebtedness thereunder, (b) increase any fees payable thereunder, (c) extend the scheduled maturity date of any principal payment thereunder or advance or shorten any principal or interest payment dates thereunder or (d) extend or advance any revolving loan commitment reduction or termination dates thereunder;

(xv) make, or permit any of its Subsidiaries to make, any capital expenditures (including, for purposes of this subparagraph (xvi) and without limitation, payments with respect to capitalized leases, as determined in accordance with GAAP consistently applied), exceeding $5,000,000 in the aggregate on a consolidated basis during any fiscal year; or

(xvi) consummate an initial public offering that does not constitute a Qualified Public Offering.

1E. Certain Affirmative Covenants. So long as the Summit Investors and the Tudor Investors hold in the aggregate at least 20% of the Underlying Common Stock, prior to the consummation of a Qualified Public Offering or a Sale of the Company (at which time the provisions of this paragraph 1E shall automatically terminate and shall be of no further force and effect), the Company shall, and shall cause each of its Subsidiaries to (unless it has received the prior written consent of the holders of a majority of the outstanding Preferred Stock):

(i) maintain the key-man life insurance policies referred to in the Securities Purchase Agreement (and not borrow against, pledge, assign, modify, cancel or surrender such policy) and maintain officers and directors liability insurance coverage of at least $10,000,000;

(ii) maintain all material Intellectual Property Rights necessary to the conduct of their respective businesses;

(iii) use their commercially reasonable best efforts to avoid (a) the filing by the Company or any of its Subsidiaries for a gaming license, or the taking of any other action the result of which is that any Investor or any of its Affiliates could reasonably be expected to be required to procure or apply for a gaming license or a finding of suitability with any gaming regulatory authority in any state, tribal jurisdiction, foreign jurisdiction or other jurisdiction in which the Company or any of its Subsidiaries operate or (b) otherwise becoming subject to gaming regulations, the result of which is that any Investor or any of its Affiliates could reasonably be expected to be required to procure or apply for a gaming license or a finding of suitability with any gaming regulatory authority in any state, tribal jurisdiction, foreign jurisdiction or other jurisdiction (in each case, other than requests for waivers of qualification or suitability that are not unduly burdensome to such Investor or any of its Affiliates as determined in such Investor’s sole discretion);

(iv) enter into and maintain nondisclosure, non-solicitation and non-competition agreements with its key employees in the form of Exhibit B attached hereto; and

(v) cause GCA and each of its Wholly-Owned Subsidiaries that is a limited liability company to be converted to a corporation as soon as reasonably practicable (and in any event within 30 days) following the Closing under the Securities Purchase Agreement pursuant to a “Permitted C-Corp Reorganization” under the Senior Credit Agreement and the Indenture.

1F. Current Public Information. At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of

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either the Securities Act or the Securities Exchange Act, the Company shall use it best efforts to file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, all to the extent required to enable such holders to sell Restricted Securities pursuant to (i) Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission or (ii) a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the Securities and Exchange Commission. Upon request, the Company shall deliver to any holder of Restricted Securities a written statement as to whether it has complied with such requirements.

1G. Amendment of Other Agreements. The Company shall not (and shall not permit its Subsidiaries to) amend, modify or waive any provision of any stock purchase or option agreement or employment or other agreement entered into between the Company or any of its Subsidiaries and any of their executive officers or key employees or any of the Related Party Agreements without the prior written consent of the Company’s board of directors, including, with respect to the Related Party Agreements, the affirmative vote of the directors elected by the holders of a majority of the Preferred Stock. The Company shall (or shall cause its Subsidiaries to) enforce the provisions of the Related Party Agreements unless it is otherwise directed by the Company’s board of directors, including the affirmative vote of the directors elected by the holders of a majority of the Preferred Stock.

Section 2. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise, and such control will be presumed if any Person owns ten percent (10%) or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person, and with respect to the Tudor Investors the term “Affiliate” shall also include the Tudor Related Entities.

“Affiliated Group” has the meaning given it in Section 1504 of the Internal Revenue Code of 1986, as amended, and in addition includes any analogous combined, consolidated or unitary group, as defined under any applicable state, local or foreign income tax law.

“Common Stock” means shares of the Company’s common stock, par value $.01 per share.

“GAAP” means United States generally accepted accounting principles.

“GCA” means Global Cash Access, L.L.C., a Delaware limited liability company and a Wholly-Owned Subsidiary.

“Governmental Entity” has the meaning given to such term in the Securities Purchase Agreement.

“Indebtedness” means at any particular time, without duplication, (i) all indebtedness or other obligations of the Company or any of its Subsidiaries for borrowed money, whether current, short-term or long-term, secured or unsecured, (ii) all obligations of the Company or any of its Subsidiaries evidenced by any note, bond, debenture or other similar instrument or debt security, (iii) all commitments by which the Company or any of its Subsidiaries assures a creditor against loss (including contingent

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reimbursement obligations with respect to letters of credit and bankers’ acceptances), (iv) all off-balance sheet financings of the Company or any of its Subsidiaries, including synthetic leases and project financing, (v) all liabilities of the Company and its Subsidiaries with respect to interest rate swaps, collars, caps and similar hedging obligations, (vi) all obligations under capitalized leases, (vii) any indebtedness secured by a Lien on the Company’s or any of its Subsidiaries’ assets, (viii) all guarantees of the Company or any of its Subsidiaries in connection with any of the foregoing and any other indebtedness guaranteed in any manner by the Company or any of its Subsidiaries (including guarantees in the form of an agreement to repurchase or reimburse), and (ix) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

“Indenture” means that certain Indenture, dated as of March 10, 2004, by and among GCA, Global Cash Access Finance Corporation, CCI Acquisition, LLC, Central Credit, LLC and The Bank of New York relating to those certain 8¾% senior subordinated notes due 2012 in the original principal amount of $235,000,000, as may be amended, modified or supplemented from time to time.

“Intellectual Property Rights” has the meaning given to such term in the Securities Purchase Agreement.

“Initial Public Offering” means the sale in an underwritten public offering registered under the Securities Act of shares of the Company’s Common Stock.

“Investment” as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.

“Leverage Ratio” has the meaning given to such term in the Senior Credit Agreement.

“Liens” has the meaning given to such term in the Securities Purchase Agreement.

“M&C” means M&C International, a Nevada corporation.

“Permitted Liens” shall mean (i) statutory liens for current taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the leased real property of the Company or any of its Subsidiaries which are not violated by the current use and operation of such leased real property; (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the leased real property of the Company or any of its Subsidiaries which do not materially impair the occupancy or use of such leased real property for the purposes for which it is currently used or proposed to be used in connection with the Company’s or any of its Subsidiaries’ business and (v) Liens securing the Senior Debt and any other Indebtedness permitted to be incurred hereunder.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

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“Qualified Public Offering” has the meaning given to such term in the Company’s certificate of incorporation.

“QuikPlay” means QuikPlay, LLC, a Delaware limited liability company.

“QuikPlay LLC Agreement” means that certain limited liability company agreement of QuikPlay, dated December 6, 2000, among QuikPlay, GCA and International Game Technology.

“Registration Agreement” has the meaning given to such term in the Securities Purchase Agreement.

“Related Party Agreements” means the Amended and Restated Agreement for Electronic Payment Processing among GCA, USA Payment Systems (“USAPS”) and USA Payments (“USAP”); the Professional Services Agreement between GCA and Infonox on the Web (“Infonox”); the Consulting Agreement between QuikPlay and Infonox; the Development Agreement between QuikPlay and Infonox; the Patent License Agreement between GCA and USAP; the Amended and Restated Software License Agreement between GCA and Infonox; and that certain letter agreement, dated as of May 13, 2004, by and among the Company, GCA, USAPS, USAP, Infonox, Karim Maskatiya and Robert Cucinotta, each as set forth on the Contracts Schedule attached to the Securities Purchase Agreement.

“Restricted Securities” means (i) the Common Stock held by any Investor, (ii) the Preferred Stock issued pursuant to the Securities Purchase Agreement, (iii) the Common Stock issued upon conversion of the Preferred Stock and (iv) any securities issued with respect to the securities referred to in clauses (i), (ii) or (iii) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (b) been distributed to the public through a broker, dealer or market maker on a securities exchange or in the over-the-counter market pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

“Sale of the Company” means a sale of the Company pursuant to which one or more Persons acquire in any transaction or series of related transactions (i) all or substantially all of the outstanding capital stock of the Company (whether by merger, consolidation, reorganization or sale or transfer of the Company’s capital stock or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“Senior Debt” means the Indebtedness outstanding under that certain Credit Agreement, dated March 10, 2004, among the Company, GCA, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (as such agreement is in effect as of the date hereof, the “Senior Credit Agreement”).

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“Stockholders Agreement” has the meaning given to such term in the Securities Purchase Agreement.

“Subsidiary” has the meaning given to such term in the Securities Purchase Agreement.

“Summit Investors” means Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P. and Summit/GCA Holdings, LLC and any other investment fund directly or indirectly administered or managed by Summit Partners, L.P.

“Tudor Investors” means Tudor Ventures II, L.P., The Altar Rock Fund L.P., The Raptor Global Portfolio Ltd., Tudor Proprietary Trading, L.L.C., The Tudor BVI Global Portfolio, Ltd. and any entity for which Tudor Investment Corporation or an Affiliate thereof acts as general partner and/or investment adviser, Tudor Investment Corporation, Tudor Group Holdings LLC, each of their respective Affiliates, or any Affiliate of Affiliated Group of Tudor Investment Corporation and/or Tudor Group Holdings LLC and/or its Affiliates.

“Tudor Related Entities” means, with respect to the Tudor Investors, any entities for which any of the Tudor Investors or any of its Affiliates serve as general partner and/or investment adviser or in a similar capacity, and all mutual funds or other pooled investment vehicles or entities under the control or management of any of the Tudor Investors or the general partner or investment adviser thereof, or any Affiliate of any of them.

“Underlying Common Stock” means (i) the Common Stock issued or issuable upon conversion of the Preferred Stock and (ii) any Common Stock or other securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Wholly-Owned Subsidiary” means a Subsidiary of which all of the outstanding capital stock or other ownership interests are owned by the Company or another Wholly-Owned Subsidiary of the Company (other than, in the case of a Subsidiary organized under the laws of a foreign jurisdiction, any capital stock or other ownership interests that are not so owned due solely to any foreign qualifying share or similar local law requirements of such foreign jurisdiction).

Section 3. Miscellaneous.

3A. Expenses. The Company shall pay, and hold each Investor and all holders of Preferred Stock and Underlying Common Stock harmless against liability for the payment of, (i) the reasonable fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, the agreements contemplated hereby, or the Company’s certificate of incorporation or other constituent documents, (ii) stamp and other taxes which may be payable in respect of the execution and delivery of this Agreement or the agreements contemplated hereby or the issuance or delivery of any shares of the Preferred Stock pursuant to the Securities Purchase Agreement or any shares of Common Stock issuable upon conversion of the Preferred Stock and (iii) the reasonable fees and expenses incurred by each such Person in any application, qualification, license, suitability report or other authorization or other filing with any Governmental Entity with respect to its investment in the Company or in any other such filing with any Governmental Entity with respect to the Company which mentions such Person.

3B. Remedies. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover

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damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

3C. Consent to Amendments. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended and the Company may take any action herein prohibited, or fail to perform any act herein required to be performed by it, only if the Company has obtained the prior written consent of (i) the holders of a majority of the Underlying Common Stock and (ii) M&C so long as M&C holds at least 10% of the outstanding Common Stock on a fully-diluted basis; provided that any amendment, modification or waiver which adversely affects any Tudor Investor in a disproportionate manner from any Summit Investor must be approved by such Tudor Investor. No other course of dealing between the Company and the holder of any Preferred Stock or Underlying Common Stock or any delay in exercising any rights hereunder or under the Company’s certificate of incorporation shall operate as a waiver of any rights of any such holders.

3D. Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Agreement which are for any Investor’s benefit as an Investor or holder of the Preferred Stock, Underlying Common Stock or Common Stock are also for the benefit of, and enforceable by, any subsequent holder of such Preferred Stock, including successor trusts or trustees, such Underlying Common Stock or such Common Stock as and to the extent provided herein, subject to the minimum threshold holding requirements set forth in paragraphs 1C, 1D and 1E above.

3E. Capital and Surplus; Special Reserves. The Company agrees that the capital of the Company (as such term is used in Section 154 of the General Corporation Law of Delaware) in respect of the Preferred Stock issued pursuant to the Securities Purchase Agreement shall be equal to the aggregate par value of such shares and that it shall not increase the capital of the Company with respect to any shares of the Company’s capital stock at any time on or after the date of this Agreement without the prior consent of the holders of a majority of the outstanding Preferred Stock. The Company also agrees that it shall not create any special reserves under Section 171 of the General Corporation Law of Delaware without the prior written consent of the holders of a majority of the outstanding Preferred Stock.

3F. Generally Accepted Accounting Principles. Where any accounting determination or calculation is required to be made under this Agreement, such determination or calculation (unless otherwise provided) shall be made in accordance with GAAP, consistently applied, except that if because of a change in generally accepted accounting principles the Company would have to alter a previously utilized accounting method or policy in order to remain in compliance with GAAP, such determination or calculation shall continue to be made in accordance with the Company’s previous accounting methods and policies, unless otherwise directed by the Company’s board of directors, with the written consent of the holders of a majority of the outstanding the Preferred Stock.

3G. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

3H. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

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3I. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

3J. Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights and obligations of the Company and its stockholders. All other issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

3K. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to each Investor at the address indicated on the Schedule of Investors attached hereto and to the Company at the address indicated below:

GCA Holdings, Inc.

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Attn: Chief Executive Officer

Phone: (702) 855-3006

Facsimile: (702) 262-5039

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

3L. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties hereto intend that each covenant and agreement contained herein shall have independent significance. If any party has breached any covenant or agreement contained herein in any respect, the fact that there exists another covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first covenant or agreement.

3M. Complete Agreement. This Agreement and the other agreements and instruments referred to herein contain the complete agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede any prior understandings, agreements and representations by or between the parties hereto (whether written or oral) which may have related to the subject matter hereof or thereof in any way.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement on the date first written above.

GCA HOLDINGS, L.L.C.
By:	/s/    KARIM MASKATIYA
Its:	Chairman
M&C INTERNATIONAL
By:	/s/    ROBERT CUCINOTTA
Its:	Secretary
SUMMIT/GCA HOLDINGS, LLC
By:	Summit Ventures VI-A, L.P.
Its:	Manager
By:	Summit Partners VI (GP), L.P.
Its:	General Partner
By:	Summit Partners VI (GP), LLC
Its:	General Partner
By:	/s/    WALTER KORTSCHAK
Its:	Member

(Continuation of Signature Page to Investor Rights Agreement)

TPT GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR VENTURES GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director
TUDOR FUNDS GCA INVESTMENT LTD.
By:	/s/    ROBERT P. FORLENZA
Name:	Robert P. Forlenza
Its:	Director

(Continuation of Signature Page to Investor Rights Agreement)

HARBOURVEST VI-GCA LLC
By:	HarbourVest Partners VI-Direct Fund L.P.
Its:	Sole Member
By:	HarbourVest VI-Direct Associates LLC
Its:	General Partner
By:	HarbourVest Partners, LLC
Its:	Managing Member
By:	/s/    OFER NEMIROVSKY
Its:	Managing Director

(Continuation of Signature Page to Investor Rights Agreement)

CASINO CASH ACCESS CORP., ON BEHALF OF GM CAPITAL PARTNERS I, L.P., ITS SOLE STOCKHOLDER
By:	/s/    BRIAN S. KORN
Its:	President & Secretary
JPMORGAN CHASE BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
By:	/s/    MARC PINSKY
Its:	Assistant Vice President

SCHEDULE OF INVESTORS

Summit GCA Holdings, LLC

c/o Summit Partners, L.P.

499 Hamilton Avenue, Suite 200

Palo Alto, California 94301

Telephone:	(650) 321-1166
Telecopy:	(650) 321-1188
Attention:	Walter G. Kortschak C.J. Fitzgerald

with a copy to:

(which shall not constitute notice to the Summit Investors)

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Telephone:	(312) 861-2000
Telecopy:	(312) 861-2200
Attention:	Ted H. Zook, P.C.

TPT GCA Investment Ltd.

Tudor Ventures GCA Investment Ltd.

Tudor Funds GCA Investment Ltd.

c/o Tudor Investment Corporation

50 Rowes Wharf, 6th Floor

Boston, Massachusetts 02110

Attention: Robert Forlenza

with a copy to:

(which shall not constitute notice to the Tudor Investors)

Tudor Investment Corporation

1275 King Street

Greenwich, Connecticut 06831

Attention: Stephen N. Waldman, Esq.

and

Bingham McCutchen LLP

150 Federal Street

Boston, Massachusetts 02110

Telephone:	(617) 951-8000
Telecopy:	(617) 951-8736
Attention:	Victor J. Paci

HarbourVest VI-GCA LLC

c/o HarbourVest Partners, LLC

One Financial Center

44th Floor

Boston, MA 02111

Telephone:	(617) 348-3707
Telecopy:	(617) 350-0305

with a copy to:

(which shall not constitute notice to the HarbourVest Investors)

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone:	212 909 6170
Telecopy:	212 909 6836
Attention:	David J. Schwartz

Casino Cash Access Corp.

c/o GM Capital Partners I, L.P.

c/o General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:	(212) 418-3644
Attention:	Larry Rusoff

JPMorgan Chase Bank, as Trustee for First Plaza Group Trust

4 Chase MetroTech Center, 18th Floor

Brooklyn, New York 11245

Telecopy:	(718) 242-8695
Attention:	John A. Ferrante

with a copy to:

(which shall not constitute notice to JPMorgan Chase Bank,

as Trustee for First Plaza Group Trust)

General Motors Investment Management Corporation

767 Fifth Avenue, 16th Floor

New York, New York 10153

Telecopy:	(212) 418-3644
Attention:	Larry Rusoff

E-1

M&C International

2350 Mission College Blvd, Suite 200

Santa Clara, California 95054

Phone: (408) 492-0034

Facsimile:	(408) 492-9632
Attention:	President

with a copy to:

(which shall not constitute notice to such Investor)

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, California 94304

Phone: (650) 813-5615

Facsimile:	(650) 494-0792
Attn:	Paul “Chip” L. Lion III, Esq.

E-2

EX-10.22

Exhibit 10.22

GCA HOLDINGS, INC.

NONCOMPETE AGREEMENT

THIS AGREEMENT is made as of May 14, 2004, between GCA Holdings, Inc., a Delaware corporation (the “Company”), and Kirk Sanford (“Exfsecutive”).

WHEREAS, Executive is Chief Executive Officer of the Company and acknowledges that he is familiar with the Company’s trade secrets and with other confidential information concerning the Company, including the Company’s (i) inventions, technology and research and development, (ii) customers and vendors and customer and vendor lists, (iii) products and services (including those under development) and related costs and pricing structures, (iv) accounting and business methods and practices, and (v) similar and related confidential information and trade secrets;

WHEREAS, Executive acknowledges that his services have been and shall continue to be of special, unique and extraordinary value to the Company and that he has been substantially responsible for the growth and development of the Company and the creation and preservation of the Company’s goodwill;

WHEREAS, the Company and Executive desire to enter into this Agreement in order to set forth the obligation of Executive to refrain from competing with the Company during his employment or other association with the Company and for a period of time thereafter as provided herein;

WHEREAS, the Company and Executive desire to enter into this Agreement in order to protect the Company’s legitimate business interests and goodwill, and the execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of equity interests in the Company by certain investors (the “Purchasers”) pursuant to that certain Securities Purchase and Exchange Agreement dated as of April 21, 2004, by and among the Company, the Purchasers and M&C International (the “Purchase Agreement”);

WHEREAS, Executive further acknowledges and agrees that (i) the covenants and agreements set forth in this Agreement are a material inducement to the Purchasers and the Company to enter into the Purchase Agreement and consummate the transactions contemplated thereby, (ii) Executive shall receive substantial direct and indirect benefits by virtue of the consummation of the transactions contemplated by the Purchase Agreement and (iii) the Company and the Purchasers would not obtain the benefit of the bargain set forth in the Purchase Agreement as specifically negotiated by the parties thereto if Executive breached the provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

1. Noncompetition. Executive acknowledges and agrees with the Company that Executive’s services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Executive accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the date that is twenty-four (24) months after the date of the termination of Executive’s employment with the Company for any reason (the “Noncompetition Period”), Executive shall not directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity, participate in any business (including,

without limitation, any division, group, or franchise of a larger organization) anywhere in the world which engages or which proposes to engage in any of the following types of businesses: cash access products and services and the provision of payment processing services to patrons of establishments at which gaming activity occurs, cashless gaming systems and equipment, check verification and guarantee services at gaming and other establishments, maintaining a gaming patron credit bureau database and marketing and information services related to the foregoing; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as Executive does not actively participation in the business of such corporation. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Executive from directly or indirectly engaging in the business of providing payment processing services with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at any establishment at which revenue from gaming activity accounts for less than 20% of its total revenues. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Executive has consulted with legal counsel regarding the restrictions of this Section 1 and based on such consultation has determined and hereby acknowledges that such restrictions are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s business.

2. Nonsolicitation. During the Noncompetition Period, Executive shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Noncompetition Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, vendor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, vendor or business relation and the Company.

3. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

To the Company:

GCA Holdings, Inc.

3525 E. Post Road, Suite 120

Las Vegas, Nevada 89120

Attn: Board of Directors

Phone: (702) 855-3066

Facsimile: (702) 262-5039

To Executive:

Kirk Sanford

c/o GCA Holdings, Inc.

3525 E. Post Road, Suite 120

- 2 -

Las Vegas, Nevada 89120

Attn: Board of Directors

Phone: (702) 855-3066

Facsimile: (702) 262-5039

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail.

4. General Provisions.

(a) Company Subsidiaries. For purposes of this Agreement, the term “Company” shall include all subsidiaries of the Company.

(b) Not an Employment Agreement. Executive and the Company acknowledge and agree that this Agreement is not intended and should not be construed to grant Executive any right to continued employment with the Company or to otherwise define the terms of Executive’s employment with the Company.

(c) Absence of Conflicting Agreements. Executive hereby warrants and covenants that (i) his employment by the Company and his execution, delivery and performance of this Agreement do not and shall not result in a breach of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which Executive is subject, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

(d) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The parties agree that a court of competent jurisdiction making a determination of the invalidity or unenforceability of any term or provision of Section 1 of this Agreement shall have the power to reduce the scope, duration or area of any such term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision in Section 1 with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

(e) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f) Counterparts. This Agreement may be executed in separate counterparts (including by facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

- 3 -

(g) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement may not be assigned or delegated without the prior written consent of the Company.

(h) Choice of Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Delaware.

(i) Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that Executive’s breach of any term or provision of this Agreement shall materially and irreparably harm the Company, that money damages shall accordingly not be an adequate remedy for any breach of the provisions of this Agreement by Executive and that the Company in its sole discretion and in addition to any other remedies it may have at law or in equity shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Agreement (without posting any bond or deposit).

(j) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.

(k) Third Party Beneficiaries. Executive acknowledges and agrees that the Purchasers are intended third party beneficiaries of Executive’s covenants and agreements set forth herein and, accordingly, such covenants and agreements may be enforced by either the Company or the Purchasers.

* * * * *

- 4 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

GCA HOLDINGS, INC.
By	/s/     KARIM MASKATIYA
Its	Chairman

/s/     KIRK SANFORD        

Kirk Sanford

EX-12.1

Exhibit 12.1

Statements re Computation of Ratios

	For the Years Ended December 31,										For the Quarters Ended December 31,
	2003		2002		2001		2000		1999		2004		2003
Interest Expense per Financial Statements	6,762		6,216		6,956		3,095		1,605		2,802		1,173
Interest Expense related to Rent	421		553		548		262		138		0		128
Total Fixed Charges	7,183		6,769		7,504		3,357		1,743		2,802		1,301
Net Income per Financial Statements	58,389		50,422		42,141		42,591		32,014		14,104		10,045
Interest Expense	6,762		6,216		6,956		3,095		1,605		2,802		1,173
Minority Loss	400		1,040		420		0		0		0		291
Total Earnings	65,551		57,678		49,517		45,686		33,619		16,906		11,509
Ratio of Earnings to Fixed Charges	9.1	x	8.5	x	6.6	x	13.6	x	19.3	x	6.0	x	8.8	x

EX-21.1

Exhibit 21.1

Subsidiaries of Registrants

Subsidiaries of Global Cash Access, Inc.:

Name	Jurisdiction of Incorporation or Organization
CashCall Systems Inc.	Canada
CCI Acquisition, LLC	Delaware
QuikPlay, LLC	Delaware
Global Cash Access Finance Corporation	Delaware
Subsidiaries of Global Cash Access Finance Corporation: None
Subsidiaries of CCI Acquisition, LLC:
Name	Jurisdiction of Incorporation or Organization
Central Credit, LLC	Delaware
Subsidiaries of Central Credit, LLC: None

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and Management Committee of

Global Cash Access, L.L.C.:

We consent to the use in this Registration Statement of Global Cash Access, L.L.C. on Form S-4 of our report dated February 19, 2004, except for Note 8, as to which the date is February 21, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph on the Company’s adoption of Statement of Accounting Standards No. 142, Goodwill and Other Intangible Assets), appearing in the Prospectus, which is a part of this Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

Deloitte & Touche LLP

Las Vegas, Nevada

July 7, 2004

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)            ¨

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Global Cash Access, Inc.

(Exact name of obligor as specified in its charter)

Delaware	94-3309549
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Global Cash Access Finance Corporation

(Exact name of obligor as specified in its charter)

Delaware	20-0723255
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

CCI Acquisition, LLC

(Exact name of obligor as specified in its charter)

Delaware	none
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Central Credit, LLC

(Exact name of obligor as specified in its charter)

Delaware	88-0431550
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
3525 East Post Road, Suite 120 Las Vegas, Nevada	89120
(Address of principal executive offices)	(Zip code)

8 ³/4% Senior Subordinated Notes due 2012

(Title of the indenture securities)

- 2 -

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

- 3 -

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 4 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of July, 2004.

THE BANK OF NEW YORK
By:	/S/    VAN K. BROWN
Name:	VAN K. BROWN
Title:	VICE PRESIDENT

- 5 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	2,589,012
Interest-bearing balances		8,872,373
Securities:
Held-to-maturity securities		1,382,393
Available-for-sale securities		21,582,893
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		792,900
Securities purchased under agreements to resell		932,155
Loans and lease financing receivables:
Loans and leases held for sale		555,415
Loans and leases, net of unearned income		36,884,850
LESS: Allowance for loan and lease losses		628,457
Loans and leases, net of unearned income and allowance		36,256,393
Trading Assets		3,654,160
Premises and fixed assets (including capitalized leases)		929,969
Other real estate owned		319
Investments in unconsolidated subsidiaries and associated companies		247,156
Customers’ liability to this bank on acceptances outstanding		215,581
Intangible assets
Goodwill		2,687,623
Other intangible assets		752,283
Other assets		7,905,137
Total assets	$	89,355,762

LIABILITIES
Deposits:
In domestic offices	$	33,940,195
Noninterest-bearing		13,973,047
Interest-bearing		19,967,148
In foreign offices, Edge and Agreement subsidiaries, and IBFs		22,717,175
Noninterest-bearing		447,242
Interest-bearing		22,269,933
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		442,904
Securities sold under agreements to repurchase		671,802
Trading liabilities		2,452,604
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		10,779,148
Bank’s liability on acceptances executed and outstanding		217,705
Subordinated notes and debentures		2,390,000
Other liabilities		7,230,967
Total liabilities	$	80,842,500
Minority interest in consolidated subsidiaries		141,523
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,080,657
Retained earnings		5,021,014
Accumulated other comprehensive income		134,784
Other equity capital components		0
Total equity capital		8,371,739
Total liabilities minority interest and equity capital	$	89,355,762

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi Gerald L. Hassell Alan R. Griffith Directors

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

GLOBAL CASH ACCESS, INC.

GLOBAL CASH ACCESS FINANCE CORPORATION

$235,000,000

Offer to Exchange

8¾% Senior Subordinated Notes Due 2012,

Which Have Been Registered Under the Securities Act of 1933,

for any and all Outstanding 8¾% Senior Subordinated Notes Due 2012

Pursuant to the Prospectus dated ·, 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ·, 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

THE BANK OF NEW YORK, A NEW YORK BANKING CORPORATION

By registered or certified mail, hand or overnight delivery:	Facsimile transactions:	For additional information:
The Bank of New York	(212)	The Bank of New York
	To confirm by telephone:
Attention:	(212)	(212) Attention:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

By execution hereof, the undersigned acknowledges receipt of the prospectus dated ·, 2004 (the “Prospectus”), of Global Cash Access, Inc., a Delaware corporation (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Issuers”), and this letter of transmittal and the instructions hereto (the “Letter of Transmittal”), which together constitute the Issuers’ offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $235 million 8¾% senior subordinated notes due 2012 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for any and all outstanding 8¾% senior subordinated notes due 2012 that we issued on March 10, 2004 (the “Old Notes”). Recipients of the Prospectus should read the requirements described in the Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

This Letter of Transmittal is to be used by a holder of Old Notes:

• if certificates representing tendered Old Notes are to be forwarded herewith;

• if a tender of certificates for Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the “Exchange Offer” section of the Prospectus; or

• if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Holders of Old Notes that are tendering by book-entry transfer to the account maintained by the Exchange Agent at DTC can execute the tender through the Automated Tender Offer Program (“ATOP”) for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an agent’s message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an “Agent’s Message”) to the Exchange Agent for its acceptance.

In order to properly complete this Letter of Transmittal, a holder of Old Notes must:

• complete the box entitled, “Description of Old Notes Tendered;”

• if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

• sign the Letter of Transmittal by completing the box entitled “Sign Here to Tender Your Old Notes in the Exchange Offer;” and

• complete the substitute Form W-9.

Each holder of Old Notes should carefully read the detailed instructions below prior to completing the Letter of Transmittal.

Holders of Old Notes who desire to tender their Old Notes for exchange, but:

• such holder’s Old Notes are not immediately available;

• such holder cannot deliver their Old Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent; or

• such holder cannot complete the procedures for book-entry transfer on or prior to the Expiration Date,

must tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. IN ORDER TO ENSURE PARTICIPATION IN THE EXCHANGE OFFER, OLD NOTES MUST BE PROPERLY TENDERED PRIOR TO THE EXPIRATION DATE.

Holders of Old Notes who wish to tender their Old Notes for exchange must complete columns (1) through (3) in the box below entitled “Description of Old Notes Tendered,” and sign the box below entitled “Sign Here to Tender Your Old Notes in the Exchange Offer.” If only those columns are completed, such holder of Old Notes will have tendered for exchange all Old Notes listed in column (3) below. If the holder of Old Notes wishes to tender for exchange less than all of such Old Notes, column (4) must be completed in full. In such case, such holder of Old Notes should refer to Instruction 5.

2

The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Old Notes previously tendered and not validly withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer.

The undersigned hereby tenders for exchange the Old Notes described in the box entitled “Description of Old Notes Tendered” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

DESCRIPTION OF OLD NOTES TENDERED

(1) Name(s) and Address(es) of Registered Owner(s) (Please fill in, if blank)	(2) Certificate Number(s)	(3) Aggregate Principal Amount Represented by Certificate(s)(A)	(4) Principal Amount Tendered for Exchange (if less than all)(B)
	________	___________________	______________
	________	___________________	______________
	________	___________________	______________
	________	___________________	______________
	________	___________________	______________
	________	___________________	______________
Total Principal Amount of Old Notes Tendered	________	___________________	______________

^(A) Unless otherwise indicated, any tendering holder will be deemed to have tendered the entire principal amount represented by the Old Notes indicated in this column. See Instruction 5.

^(B) The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be integral multiples of $1,000. See Instruction 5.

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: ____________________________________________________________________________

DTC Book-Entry Number: ________________________________________________________________________________

Transaction Code Number: _______________________________________________________________________________

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holders: ____________________________________________________________________________

Window Ticket Number (if any): ___________________________________________________________________________

Date of Execution of Notice of Guaranteed Delivery: ___________________________________________________________

Name of Eligible Institution (as defined below) that Guaranteed Delivery: __________________________________________

Name of Tendering Institution: _____________________________________________________________________________

DTC Book-Entry Number: _________________________________________________________________________________

Transaction Code Number: ________________________________________________________________________________

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH OLD NOTES.

Name: _______________________________________________________________________________________________

Address: _____________________________________________________________________________________________

Aggregate Principal Amount of Old Notes so Held: ____________________________________________________________

By its acceptance of the Exchange Offer, any broker-dealer that receives Exchange Notes pursuant to the Exchange Offer agrees to notify the Issuers before using the Prospectus in connection with the sale or transfer of the Exchange Notes. See the section titled “Plan of Distribution” in the Prospectus.

Only registered holders are entitled to tender their Old Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC’s system and whose name appears on a security position listing as the record owner of the Old Notes and who wishes to make book-entry delivery of Old Notes as described above must complete and execute a participant’s letter (which will be distributed to participants by DTC) instructing DTC’s nominee to tender such Old Notes for exchange.

Persons who are beneficial owners of Old Notes but are not registered holders and who seek to tender Old Notes should:

• promptly contact the registered holder of such Old Notes and instruct such registered holder to tender on his or her behalf;

• obtain and include with this Letter of Transmittal Old Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “Eligible Institution” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act; or

• effect a record transfer of such Old Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Old Notes prior to the Expiration Date.

See the section titled “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus.

SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers for exchange the aggregate principal amount of Old Notes indicated in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby sells, assigns, transfers and exchanges to, or upon the order of, the Issuers all right, title and interest in and to all such Old Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Issuers) with respect to such Old Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

• deliver such Old Notes in registered certificated form, or transfer ownership of such Old Notes through book-entry transfer at the book-entry transfer facility, to or upon the order of the Issuers, upon receipt by the Exchange Agent, as the undersigned’s Agent, of the same aggregate principal amount of the Exchange Notes;

• present and deliver such Old Notes for transfer on the books of the Issuers; and

• receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer.

The undersigned represents and warrants that it has full power and authority to tender, sell, assign, exchange, and transfer the Old Notes tendered hereby and that the Issuers will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Issuers. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of their obligations under the registration rights agreement entered into with the initial purchaser named therein and CCI Acquisition, LLC and Central Credit, LLC, as subsidiary guarantors on March 10, 2004 (the “Registration Rights Agreement”).

By tendering, each holder of Old Notes represents that:

• the Exchange Notes to be acquired in connection with the Exchange Offer by the holder and each beneficial owner of the Old Notes are being acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner;

• the holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;

• the holder and each beneficial owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Commission set forth in the applicable no-action letters, see “The Exchange Offer — Resale of Exchange Notes” in the Prospectus;

• the holder and each beneficial owner are “qualified institutional buyers” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended;

• if the holder is a broker-dealer, such holder represents that it acquired the Old Notes as a result of market making or other trading activities, and that it will deliver a prospectus in connection with any resale of Exchange Notes acquired in the Exchange Offer;

• if the holder is a broker-dealer and receives Exchange Notes pursuant to the Exchange Offer it shall notify the Issuers before using the Prospectus in connection with any sale or transfer of the Exchange Notes;

• the holder and each beneficial owner understand that a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Securities and Exchange Commission (the “Commission”);

• neither the holder nor any beneficial owner is an “affiliate,” as defined under Rule 144 of the Securities Act, of ours;

• in connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties set forth in this Letter of Transmittal.

The undersigned has read and agrees to all of the terms of the Exchange Offer.

The undersigned also acknowledges that the Issuers are making this Exchange Offer in reliance on the position of the staff of the Commission, as set forth in certain interpretive letters issued to third parties in other transactions. Based on the Commission interpretations, the Issuers believe that the Exchange Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Old Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Issuers within the meaning of Rule 405 under the provisions of the Securities Act) without further compliance with the registration and prospectus delivery provisions of the Securities Act; provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the Issuers do not intend to request the Commission to consider, and the Commission has not considered, the Exchange Offer in the context of an interpretive letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances.

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of the Issuers, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the Commission and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, the undersigned represents that the Old Notes were acquired for its own account as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, by its acceptance of the Exchange Offer, any broker-dealer that receives Exchange Notes pursuant to the Exchange Offer agrees to notify the Issuers before using the Prospectus in connection with the sale or transfer of Exchange Notes.

If the undersigned is a resident of the United Kingdom, or if any communications relating to the Exchange Offer are or were made to you while in the United Kingdom (“UK Offerees”), we are relying on exemptions from the provisions of the relevant securities laws and regulations in the United Kingdom. By tendering for exchange the Old Notes, each UK Offeree hereby represents and warrants that it is a person to whom communications or offers of securities may be addressed without breach of the United Kingdom’s Financial Services and Markets Act 2000, the Public Offers of Securities Regulations 1995 or any other applicable UK laws and regulations and, furthermore, that one or more of the following exemptions apply to it:

• the UK Offeree is a person who receives the Prospectus and other communications relating to the Exchange Offer outside the United Kingdom;

• the UK Offeree is a person who is of high net worth, being a person who is either (a) a body corporate with a called-up share capital or net assets of not less than UK£5 million, or (b) an unincorporated association or partnership which has net assets of not less than UK£5 million or (c) a

trust where the aggregate value of the cash and investments which form part of the trust’s assets (before deducting the amount of its liabilities) is UK£10 million or more;

• the UK Offeree is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; or

• the UK Offeree is a person who is sufficiently sophisticated and professionally experienced to understand the risks involved in accepting the offer set out in the Prospectus relating to the Exchange Offer.

The Issuers have agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes which were acquired by such broker-dealer for its own account as a result of market-making or other trading activities, for a period ending 180 days after the Expiration Date, or such shorter period ending when all such Exchange Notes have been disposed of by such broker-dealer. In that regard, each broker-dealer by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Issuers of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, such broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Issuers have amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the broker-dealer or the Issuers have given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Issuers give such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Issuers have given notice that the sale of Exchange Notes may be resumed, as the case may be.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Old Notes properly tendered may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.

The Exchange Offer is subject to certain conditions, each of which may be waived or modified by the Issuers, in whole or in part, at any time and from time to time, as described in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of such conditions the Issuers may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Old Notes properly tendered hereby. In such event, the tendered Old Notes not accepted for exchange will be returned to the undersigned without cost to the undersigned at the address shown below the undersigned’s signature(s) unless otherwise indicated under “Special Issuance Instructions” below.

Unless otherwise indicated under “Special Issuance Instructions” below, please return any certificates representing Old Notes not tendered or not accepted for exchange in the name(s) of the holders appearing under “Description of Old Notes Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail any certificates representing Old Notes not tendered or not accepted for exchange (and accompanying documents as appropriate) to the address(es) of the holders appearing under “Description of Old Notes Tendered.” In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange in the name(s) of, and return any Old Notes not tendered or not accepted for exchange to, the person or persons so indicated. Unless otherwise indicated under “Special Issuance Instructions,” in the case of a book-entry delivery of Old Notes, please credit the account maintained at DTC with any Old Notes not tendered or not accepted for exchange. The undersigned recognizes that the Issuers do not have any obligation pursuant to the Special Issuance Instructions, to transfer any Old Notes from the name of the holder thereof if the Issuers do not accept for exchange any of the Old Notes so tendered or if such transfer would not be in compliance with any transfer restrictions applicable to such Old Notes.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

To be completed ONLY if (i) Exchange Notes issued in exchange for Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange are to be issued in the name of someone other than the undersigned, or (ii) Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above in the box entitled, “Description of Old Notes Tendered.”

Issue to:

Name:                                                                                                                                                                                                                                                          

(Please Print)

Address:                                                                                                                                                                                                                                                      

(Include Zip Code)

Taxpayer Identification or Social Security Number:

Credit Old Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below:

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the Exchange Notes issued in exchange for Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above in the box entitled, “Description of Old Notes Tendered.”

Mail to:

Name:                                                                                                                                                                                                                                                          

(Please Print)

Address:                                                                                                                                                                                                                                                      

(Include Zip Code)

Taxpayer Identification or Social Security Number:

SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER

SIGNATURE(S) OF HOLDERS OF OLD NOTES

X	Date:
X	Date:
Signature of Owner

This Letter of Transmittal must be signed by the registered holders of Old Notes exactly as the name(s) appear(s) on certificate(s) representing the Old Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.

Name(s):	Address:
(Please Print)	(Include Zip Code)
Capacity:	Telephone Number:
(Full Title)	(Include Area Code)

GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 1 and 6)

Signature(s) Guaranteed by:

(Authorized Signature)

(Title of Officer Signing this Guarantee)

(Name of Eligible Institution Guaranteeing Signatures — Please Print)

(Address and Telephone Number of Eligible Institution Guaranteeing Signatures)

Date:                         

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9
PAYOR’S NAME: THE BANK OF NEW YORK
SUBSTITUTE Form W-9	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	__________________________ TIN (Social Security Number or Employer Identification Number)
Department of the Treasury Internal Revenue Service	Part 2—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE “EXEMPT” HERE (SEE INSTRUCTIONS)
Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part 3—CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1)    The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding. THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITHHOLDING. SIGNATURE _____________________________ DATE ____________

You must cross out item (2) of Part 3 above if you have been notified by the IRS that you are

currently subject to backup withholding because of underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE

“APPLIED FOR” IN PART 1 OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administrative Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payor within sixty (60) days, the Payor is required to backup withhold on all reportable payments made to me thereafter until I provide a number.

Signature ______________________________________ Date _________

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30% OF ANY REPORTABLE PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. Guarantee of Signatures. Signatures on this Letter of Transmittal need not be guaranteed if:

• tendered Old Notes are registered in the name of the signer of the Letter of Transmittal, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions;”

• the Exchange Notes to be issued in exchange for the Old Notes are to be issued in the name of the holder; and

• any untendered Old Notes are to be reissued in the name of the holder.

In any other case:

• the certificates representing the tendered Old Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in a form satisfactory to us;

• the tendered old notes must be duly executed by the holder; and

• signatures on the endorsement, bond power or powers of attorney must be guaranteed by an Eligible Institution.

If the Exchange Notes or Old Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note registrar for the Old Notes, the signature in the Letter of Transmittal must be guaranteed by an Eligible Institution.

Persons who are beneficial owners of Old Notes but are not the registered holder and who seek to tender Old Notes for exchange should:

• promptly contact the registered holder of such Old Notes and instruct such registered holders to tender on his or her behalf;

• obtain and include with this Letter of Transmittal, Old Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by an Eligible Institution; or

• effect a record transfer of such Old Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Old Notes prior to the Expiration Date. See Instruction 6.

DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OLD NOTES TO THE ISSUERS.

2. Delivery of this Letter of Transmittal and Certificates for Old Notes or Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by registered holders if certificates representing Old Notes are to be forwarded herewith. All physically delivered Old Notes, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER THEREOF. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT HOLDERS USE PROPERLY INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE, TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL AND OLD NOTES TENDERED FOR EXCHANGE SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE ISSUERS.

If a holder desires to tender Old Notes pursuant to the Exchange Offer and such holder’s Old Notes are (i) not immediately available; (ii) such holder cannot deliver their Old Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent prior to the Expiration Date; or (iii) such holder cannot complete the procedures for book-entry transfer on or prior to the Expiration Date, such holder may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

Pursuant to the guaranteed delivery procedures:

• your tender of Old Notes must be made by or through an Eligible Institution and you must properly complete and duly execute a Notice of Guaranteed Delivery;

• on or prior to the Expiration Date, the Exchange Agent must have received from you and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number or numbers of the tendered Old Notes, and the principal amount of tendered Old Notes, stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the date of delivery of the Notice of Guaranteed Delivery, the tendered Old Notes, a duly executed Letter of Transmittal and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and

• such properly completed and executed documents required by the Letter of Transmittal and the tendered Old Notes in proper form for transfer (or confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC) must be received by the Exchange Agent within three (3) business days after the Expiration Date.

Any holder who wishes to tender their Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Old Notes prior to 5:00 p.m., New York City time, on the Expiration Date.

Unless Old Notes being tendered by the above-described method are deposited with the Exchange Agent, a tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed Letter of Transmittal, or a properly transmitted agent’s message, accompanied by the Old Notes or a confirmation of book-entry transfer of the Old Notes into the Exchange Agent’s account at the book-entry transfer facility is received by the Exchange Agent.

Issuances of Exchange Notes in exchange for Old Notes tendered pursuant to a notice of guaranteed delivery will be made only against deposit of this Letter of Transmittal and any other required documents and the tendered Old Notes or a confirmation of book-entry and an agent’s message.

All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Old Notes for exchange.

3. Inadequate Space. If the space provided in the box entitled “Description of Old Notes Tendered” above is inadequate, the certificate numbers and principal amounts of Old Notes tendered should be listed on a separate signed schedule affixed hereto.

4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any time prior to the Expiration Date by delivery of written or facsimile (receipt confirmed by telephone) notice of withdrawal to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal must:

• specify the name of the person having tendered the Old Notes to be withdrawn (the “Depositor”);

• identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes);

• specify the principal amount of Old Notes to be withdrawn;

• include a statement that such holder is withdrawing his or her election to have such Old Notes exchanged;

• be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered or as otherwise described above (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Old Notes into the name of the person withdrawing the tender; and

• specify the name in which any such Old Notes are to be registered, if different from that of the Depositor.

The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility. All questions as to the validity of notices of withdrawals, including, time of receipt, will be determined by the Issuers and such determination will be final and binding on all parties.

Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus at any time prior to the Expiration Date.

5. Partial Tenders (Not Applicable to Holders of Old Notes that Tender by Book-Entry Transfer). Tenders of Old Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes which are tendered for exchange in column (4) of the box entitled “Description of Old Notes Tendered,” as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Old Notes, will be sent to the holders of Old Notes unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” above, as soon as practicable after the expiration or termination of the Exchange Offer.

6. Signatures on this Letter of Transmittal; Bond Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Issuers of their authority so to act must be submitted, unless waived by the Issuers.

If this Letter of Transmittal is signed by the registered holder of the Old Notes listed and transmitted hereby, no endorsements of certificates or separate bond powers are required unless certificates for Old Notes not tendered or not accepted for exchange are to be issued or returned in the name of a person other than for the registered holder thereof. Signatures on such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

If this Letter of Transmittal is signed by a person other than the registered holder of the Old Notes, the certificates representing such Old Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Old Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

7. Transfer Taxes. Except as set forth in this Instruction 7, the Issuers will pay or cause to be paid any transfer taxes applicable to the exchange of the Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holders or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8. Special Issuance and Delivery Instructions. Tendering holders of Old Notes should indicate in the applicable box the name and address to which the Exchange Notes issued pursuant to the Exchange Offer and any substitute certificates evidencing the Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the Employer Identification or Social Security Number of the person named must also be indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may request that the Exchange Notes and the Old Notes not exchanged be credited to such account maintained at the DTC as such holder of Old Notes may designate. If no such instructions are given, such Exchange Notes and Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Old Notes.”

9. Irregularities. All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Old Notes will be determined by the Issuers, in their sole discretion, which determination shall be final and binding. The Issuers reserve the absolute right to reject any or all tenders of Old Notes that are not in proper form or the acceptance of which would, in the Issuers’ opinion or the judgment of the Issuers’ counsel, be unlawful. The Issuers also reserve the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Issuers’ interpretations of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Old Notes must be cured within such time as the Issuers determine, unless waived by the Issuers. Tenders of Old Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Issuers or cured. Neither the Issuers, the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes, or will incur any liability to registered holders of Old Notes for failure to give such notice.

10. Waiver of Conditions. To the extent permitted by applicable law, the Issuers reserve the right to waive any and all conditions to the Exchange Offer as described under “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus, and accept for exchange any Old Notes tendered.

11. Tax Identification Number and Backup Withholding. Federal income tax law generally requires that a holder of Old Notes whose tendered Old Notes are accepted for exchange or such holder’s assignee (in either case, the “Payee”), provide the Exchange Agent (the “Payor”) with such Payee’s correct Taxpayer Identification Number (“TIN”), which, in the case of a Payee who is an individual, is such Payee’s social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such Payee may be subject to a $50 penalty imposed by the Internal Revenue Service and payments made with respect to the Old Notes may be subject to backup withholding in an amount of up to 30%. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each Payee must provide such Payee’s correct TIN by completing the “Substitute Form W-9” set forth herein, certifying that the TIN provided is correct (or that such Payee is awaiting a TIN) and that:

• the Payee is exempt from backup withholding;

• the Payee has not been notified by the Internal Revenue Service that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends; or

• the Internal Revenue Service has notified the Payee that such Payee is no longer subject to backup withholding.

If the Payee does not have a TIN, such Payee should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the Payee does not provide such Payee’s TIN to the Payor within sixty (60) days, backup withholding will begin and continue until such Payee furnishes such Payee’s TIN to the Payor. Note: Writing “Applied For” on the form means that the Payee has already applied for a TIN or that such Payee intends to apply for one in the near future.

If Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee must enter its correct TIN in Part I of the Substitute Form W-9, write “Exempt” in Part 2 of such form and sign and date the form. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8, “Certificate of Foreign Status,” signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Payor.

12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

13. Requests for Assistance or Additional Copies. Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal.

14. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

15. No Notice of Defect. Neither the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

IMPORTANT — This Letter of Transmittal, together with certificates for tendered Old Notes and all other required documents, with any required signature guarantees and all other required documents must be received by the Exchange Agent prior to the Expiration Date.

EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY FOR

GLOBAL CASH ACCESS, INC.

GLOBAL CASH ACCESS FINANCE CORPORATION

$235,000,000

Offer to Exchange

8 ³/4% Senior Subordinated Notes Due 2012,

Which Have Been Registered Under the Securities Act of 1933,

for any and all Outstanding 8¾% Senior Subordinated Notes Due 2012

Pursuant to the Prospectus dated ·, 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ·, 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

THE BANK OF NEW YORK, A NEW YORK BANKING CORPORATION

By registered or certified mail, hand or overnight delivery:	Facsimile transactions:	For additional Information:
The Bank of New York	(212)	The Bank of New York
	To confirm by telephone:
Attention:	(212)	Attention:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL.

This form or one substantially equivalent hereto must be used by a holder of the 8¾% senior subordinated notes due 2012 (the “Old Notes”) of Global Cash Access, Inc., a Delaware corporation (the “Company”) and Global Cash Access Finance Corporation, a Delaware corporation (together with the Company, the “Issuers”) to accept the Issuers’ offer to exchange (the “Exchange Offer”) the 8¾% senior subordinated notes due 2012 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for any and all outstanding Old Notes, made pursuant to the Prospectus, dated ·, 2004 (the “Prospectus”), and the related Letter of Transmittal and the instructions thereto (the “Letter of Transmittal”) if such holder’s Old Notes are not immediately available, such holder cannot deliver their Old Notes, the Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date, or such holder cannot complete the procedures for book-entry transfer on or prior to the Expiration Date. This form may be delivered by mail or hand delivery or transmitted, via facsimile, to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus or the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuers upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal (receipt of which is hereby acknowledged), the aggregate principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

By so tendering the Old Notes, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal. The undersigned understands that tenders of Old Notes may be withdrawn pursuant to Instruction 4 of the Letter of Transmittal.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby tenders the Old Notes listed below:

Name(s), Address(es) and Telephone Number(s) of Registered Holder(s)	Certificate Number(s)	Aggregate Principal Amount of Old Notes Tendered (if less than all)
	________________	___________________________
	________________	___________________________
	________________	___________________________
	________________	___________________________
	________________	___________________________
Total Principal Amount of Old Notes Tendered		___________________________

If Old Notes will be delivered by book-entry transfer to the Depository Trust Company, please provide the account number. Account number:                             

PLEASE SIGN AND COMPLETE

X		Date:
X		Date:
	(Signature(s) of Registered Holder or Authorized Signatory)

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) representing the Old Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith.

If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 2.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):		Address:
Capacity:
	(Full Title)
			(Include Zip Code)
Name(s):		Telephone Number:
Capacity:			(Include Area Code)
	(Full Title)

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE

(Not to Be Used for Signature Guarantee)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program or any other bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “Eligible Institution” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act of 1934, as amended (“Exchange Act”), hereby (i) represents that the above-named persons are deemed to own the Old Notes tendered hereby within the meaning of Rule 14e-4 promulgated under the Exchange Act (“Rule 14e-4”), (ii) represents that such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees that the Old Notes tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at its address set forth above within three (3) business days after the date of execution hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Old Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name of Firm:		Address:
By:
	(Authorized Signature)
			(Include Zip Code)
Name:		Telephone Number:
Title:			(Include Area Code)
	(Full Title)	Date:

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

INSTRUCTIONS

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder of the Old Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Depository Trust Company whose name appears on a security position listing as the owner of the Old Notes, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder of the Old Notes or a participant of the Depository Trust Company, the certificates representing such Old Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Old Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

If this Notice of Guaranteed Delivery is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Issuers of its authority so to act must be submitted, unless waived by the Issuers.

3. Requests for Assistance or Additional Copies.

Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and the Notice of Guaranteed Delivery may be directed to the Exchange Agent at its address set forth on the cover of this Notice of Guaranteed Delivery.

EX-99.3

EXHIBIT 99.3

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. The taxpayer identification number for an individual is the individual’s Social Security number. Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity’s Employer Identification number. Employer Identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the name and SOCIAL SECURITY Number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a.      The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b.      So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship account	The owner(3)
6.	A valid trust, estate or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)

For this type of account:		Give the name and EMPLOYER IDENTIFICATION Number of —
7.	Corporate account	The corporation
8.	Partnership account held in the name of the business	The partnership
9.	Association, club or other tax-exempt organization	The organization
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agriculture program payments	The public entity

⁽¹⁾ List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

⁽²⁾ Circle the minor’s name and furnish the minor’s Social Security number.

⁽³⁾ Show the name of the owner. The name of the business or the “doing business as” name may also be entered. Either the Social Security number or the Employer Identification number may be used.

⁽⁴⁾ List first and circle the name of the legal trust, estate or pension trust.

NOTE:  IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Section references are to the Internal Revenue Code.

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of its political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

(15) A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends generally not subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Payments made to a nominee.

Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid by you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under those sections.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice

Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number whether or not you are qualified to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.