8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2015

Global Cash Access Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32622	20-0723270
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

7250 S. Tenaya Way, Suite 100
Las Vegas, Nevada	89113
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 833-7110

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Issuance of Secured Notes

On April 15, 2015, Global Cash Access, Inc. (the “Company”), a wholly owned subsidiary of Global Cash Access Holdings, Inc. (“GCA”), entered into a note purchase agreement (the “Note Purchase Agreement”), among GCA, CPPIB Credit Investments III Inc. (the “Purchaser”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and issued $335.0 million in aggregate principal amount of its 7.25% Senior Secured Notes due 2021 (the “Secured Notes”) in a private offering to the Purchaser.  GCA expects to realize annual interest expense savings of approximately $1.7 million from the issuance of the Secured Notes and the redemption, in full, of the Company’s outstanding 7.75% Senior Secured Notes due 2021 from the noteholders thereof in accordance with the terms of the indenture governing the 7.75% Senior Secured Notes due 2021 (as more fully described below in “Item 8.01.  Other Events”).

The Secured Notes bear interest at the rate of 7.25% per annum, which accrues from April 15, 2015 and is payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on July 15, 2015.  For any interest period, so long as GCA, the Company and the subsidiary guarantors have not failed to create a perfected first priority lien on certain pledged equity before September 1, 2015, the Company may, at its option, elect to pay a portion of interest not to exceed 0.50% per annum by issuing additional certificated Secured Notes in a principal amount equal to the amount of such interest (such additional notes, “PIK notes”).  Any PIK notes will be issued under the Note Purchase Agreement on the same terms and conditions as the Secured Notes issued on April 15, 2015.

The Company may voluntarily prepay the Secured Notes in whole or in part, in minimum amounts as set forth in the Note Purchase Agreement, with prior notice and, prior to April 15, 2020, at a price equal to the principal amount repurchased, plus accrued and unpaid interest to the date of repurchase, plus the following premiums:

·prior to the first anniversary of the date of issuance of the Secured Notes, a make-whole premium will apply;

·on or following the first anniversary of the date of issuance of the Secured Notes and prior to the second anniversary of the date of issuance of the Secured Notes a premium of 3.5% of the accrued principal amount will apply;

·on or following the second anniversary of the date of issuance of the Secured Notes and prior to the third anniversary of the date of issuance of the Secured Notes a premium of 3.0% of the accrued principal amount will apply;

·on or following the third anniversary of the date of issuance of the Secured Notes and prior to the fourth anniversary of the date of issuance of the Secured Notes a premium of 2.0% of the accrued principal amount will apply;

·on or following the fourth anniversary of the date of issuance of the Secured Notes and prior to the fifth anniversary of the date of issuance of the Secured Notes a premium of 1.0% of the accrued principal amount will apply; and

·on or following the fifth anniversary of the date of issuance of the Secured Notes no premium will apply.

The above premiums will not apply to refinancings of the Secured Notes made with the proceeds of any indebtedness incurred by the Company initially owed by the Company solely to the Purchaser or any of its affiliates.

If a holder of any Secured Notes is required to be licensed, qualified or found suitable under any applicable gaming laws or regulations and that holder does not become so licensed or qualified or is not found to be suitable, then the Company will have the right, subject to certain notice provisions set forth in the Note Purchase Agreement,

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to repurchase the Secured Notes of such holder at a repurchase price calculated as set forth in the Note Purchase Agreement.  If GCA or the Company experiences specific kinds of changes in control or GCA or any of its restricted subsidiaries sells certain of its assets, then the Company must offer to repurchase the Secured Notes on the terms set forth in the Note Purchase Agreement.

The Secured Notes are senior secured obligations of the Company and rank equally with the Company’s existing and future senior debt and senior to the Company’s existing and future senior subordinated debt.  The Secured Notes are guaranteed on a senior secured basis by GCA and all of its material domestic subsidiaries (other than the Company).

The Note Purchase Agreement contains certain covenants that, among other things, limit GCA’s ability, and the ability of certain of its subsidiaries, to incur additional indebtedness, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend credit, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets, or create certain liens and other encumbrances on its assets.

The Note Purchase Agreement contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to GCA or the Company, all outstanding Secured Notes will become due and payable immediately without further action or notice.  If any other type of event of default occurs and is continuing, then the Collateral Agent or the holders of at least 50% in principal amount of the then outstanding Secured Notes may declare all such notes to be due and payable immediately.

Security Agreement

In connection with the Secured Notes, the Company, GCA, as a guarantor, the subsidiary guarantors and the Collateral Agent entered into a security agreement, dated as of April 15, 2015 (the “Security Agreement”), pursuant to which the Company, GCA, as a guarantor, and the subsidiary guarantors granted a security interest in the Collateral (as defined in the Security Agreement) to the Collateral Agent as collateral for the Secured Notes.

Guaranty

In connection with the Secured Notes, GCA, the subsidiary guarantors and the Collateral Agent entered into a guaranty, dated as of April 15, 2015 (the “Guaranty”), pursuant to which GCA and the subsidiary guarantors guaranteed the Company’s obligations under the Secured Notes to the Collateral Agent.

Issuance of Warrant

In connection with the Secured Notes and pursuant to the terms of the Note Purchase Agreement, GCA issued to the Purchaser a warrant to purchase 700,000 shares of GCA’s common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of GCA’s common stock for the 10 trading days prior to the issuance of the warrant.  The warrant expires on the sixth anniversary of the date of issuance.  The number of shares issuable pursuant to the warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events.

The foregoing descriptions of the Note Purchase Agreement, the Security Agreement, the Guaranty and the Warrant do not purport to be complete and are qualified in their entirety by the full text of these agreements, copies of which are attached hereto as Exhibits 4.1, 10.1, 10.2 and 10.3, all of which are incorporated herein by reference.

Item 2.03.  Creation of a Direct Financing Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

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Item 3.02.  Unregistered Sales of Equity Securities.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 8.01.  Other Events.

Redemption of Old Senior Secured Notes

On April 15, 2015, the proceeds from the issuance of the Secured Notes were used to redeem, in full, the Company’s outstanding 7.75% Senior Secured Notes due 2021 (the “Old Secured Notes”) from the noteholders thereof in accordance with the terms of the indenture governing the Old Secured Notes.

The Old Secured Notes were redeemed at a price of 100% of the principal amount of outstanding Old Secured Notes, plus accrued and unpaid interest to, but not including, the redemption date.  The total cash payment for the redemption was approximately $335.0 million, plus accrued but unpaid interest.

Termination of Indenture Governing the Old Secured Notes

The Old Secured Notes were issued pursuant to an indenture, dated as of December 19, 2014, between the Company, as issuer, and the Collateral Agent, as amended by that certain supplemental indenture, dated as of December 19, 2014, among the Company, as issuer, GCA, as a guarantor, the subsidiary guarantors party thereto and the Collateral Agent.

In connection with the redemption, in full, of the Company’s outstanding Old Secured Notes, the indenture governing the Old Secured Notes has been satisfied and discharged in accordance with its terms, effective April 15, 2015.  The Company did not incur any early termination penalties in connection with the satisfaction and discharge of the Indenture.

GCA expects to realize annual interest expense savings of approximately $1.7 million from the issuance of the Secured Notes and the redemption of the Old Secured Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1	Warrant, dated as of April 15, 2015, issued by Global Cash Access Holdings, Inc.to CPPIB Credit Investments III Inc.
10.1	Purchase Agreement, dated as of April 15, 2015, among Global Cash Access, Inc., as issuer, Global Cash Access Holdings, Inc., as parent, CPPIB Credit Investments III Inc., as purchaser, and Deutsche Bank Trust Company Americas, as collateral agent.
10.2	Security Agreement, dated as of April 15, 2015, among Global Cash Access, Inc., as issuer, Global Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021.
10.3	Guaranty, dated as of April 15, 2015, among Global Cash Access Holdings, Inc., as a guarantor, and the subsidiary guarantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021.

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Cautionary Notice About Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Statements included in this Current Report on Form 8-K, other than statements that are purely historical, are forward-looking statements.  Words such as “going forward,” “believes,” “intends,” “expects,” “forecasts,” “anticipate,” “plan,” “seek,” “estimate” and similar expressions also identify forward-looking statements.  Forward-looking statements include, but are not limited to, statements regarding our ability to realize annual interest expense savings from the issuance of the Secured Notes and the redemption of the Old Secured Notes.

Forward-looking statements are neither historical facts nor assurances of future performance.  Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.  Because forward-looking statements relate to the future, they are subject to certain risks and uncertainties, including, but not limited to, our ability to replace revenue associated with terminated contracts; margin degradation from contract renewals; our ability to introduce new products and services; our ability to execute on mergers, acquisitions and/or strategic alliances; gaming establishment and patron preferences; our ability to successfully complete the conversion of our third-party processor; our ability to comply with the Europay, MasterCard and Visa global standard for cards equipped with computer chips; national and international economic conditions; changes in gaming regulatory, card association and statutory requirements; regulatory and licensing difficulties; competitive pressures; operational limitations; gaming market contraction; changes to tax laws; uncertainty of litigation outcomes; interest rate fluctuations; inaccuracies in underlying operating assumptions; unanticipated expenses or capital needs; technological obsolescence; employee turnover; and those other risks and uncertainties set forth under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report filed on Form 10-K on March 16, 2015, and subsequent periodic reports and are based on information available to us on the date hereof.  We do not intend, and assume no obligation, to update any forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBAL CASH ACCESS HOLDINGS, INC.
Date: April 15, 2015
By:	/s/ Randy L. Taylor
	Randy L. Taylor
	Executive Vice President and Chief Financial Officer

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(d) Exhibits.

4.1	Warrant, dated as of April 15, 2015, issued by Global Cash Access Holdings, Inc.to CPPIB Credit Investments III Inc.
10.1	Purchase Agreement, dated as of April 15, 2015, among Global Cash Access, Inc., as issuer, Global Cash Access Holdings, Inc., as parent, CPPIB Credit Investments III Inc., as purchaser, and Deutsche Bank Trust Company Americas, as collateral agent.
10.2	Security Agreement, dated as of April 15, 2015, among Global Cash Access, Inc., as issuer, Global Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021.
10.3	Guaranty, dated as of April 15, 2015, among Global Cash Access Holdings, Inc., as a guarantor, and the subsidiary guarantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021.

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EX-4.1

Exhibit 4.1

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Warrant Certificate No.: 1

Original Issue Date: April 15, 2015

FOR VALUE RECEIVED, GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation (the “Company”), hereby certifies that CPPIB CREDIT INVESTMENTS III INC., a Canadian corporation, or its registered assigns (the “Holder”) is entitled to purchase from the Company 700,000 duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at a purchase price per share of $9.88 (subject to adjustment as provided herein, the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.

This Warrant has been issued pursuant to the terms of the Note Purchase Agreement, dated as of April 15, 2015 (the “Purchase Agreement”), among Global Cash Access Inc., the Company and the Purchasers named therein.

1.Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant.

“Board” means the board of directors of the Company.

“Business Day” means any day, except a Saturday, Sunday or legal holiday on which banking institutions in the state of Nevada, the state of New York or the city of Toronto, Canada are authorized or obligated by law or executive order to close.

“Common Stock” means the common stock, par value $0.001 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means any evidences of indebtedness, shares or other securities, in each case, directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.

“Exercise Agreement” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” has the meaning set forth in the preamble.

“Fair Market Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all U.S. domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a U.S. domestic securities exchange, the closing sales price of the Common Stock as quoted on Nasdaq, the OTC Bulletin Board or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on Nasdaq, the OTC Bulletin Board or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on Nasdaq, the OTC Bulletin Board or similar quotation system or association at the end of such day; in each

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case, averaged over ten (10) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is listed on any U.S. domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any U.S. domestic securities exchange or quoted on Nasdaq, the OTC Bulletin Board or similar quotation system or association, the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined in good faith by the Board. Notwithstanding the foregoing, if this Warrant is being exercised in connection with a public offering of the Common Stock, the “Fair Market Value” of the Common Stock shall be the per-share offering price to the public of one share of Common Stock.

“Holder” has the meaning set forth in the preamble.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means April 15, 2015, the date on which the Warrant was issued by the Company pursuant to the Purchase Agreement.

“Nasdaq” means The Nasdaq Stock Market, Inc.

“OTC Bulletin Board” means the National Association of Securities Dealers, Inc. OTC Bulletin Board.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“Purchase Agreement” has the meaning set forth in the preamble.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2.Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., New York time, on April 15, 2021 or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

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3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

(i)surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii)payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Agreement, by the following methods:

(i)by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii)by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price;

(iii)by surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other shares of Common Stock of the Company having a Fair Market Value as of the Exercise Date equal to the Aggregate Exercise Price; or

(iv)any combination of the foregoing.

In the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii) or (iv) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or

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surrendered multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date.

(c)Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 5 below, such other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d)Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(e)Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(f)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents, covenants and agrees:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

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(ii)All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

(iii)The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(iv)The Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.

(v)The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(g)Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(h)Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, free from preemptive rights, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such

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actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.  If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant in full, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

(i)No Impairment.  Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against impairment.

4.Adjustment to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4.

(a)Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

(b)Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of

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shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment of the Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.

8

(c)Certificate as to Adjustment.

(i)As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii)As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(d)Notices. In the event:

(i)that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(ii)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or

(iii)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Holder at least ten (10) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property

9

deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.  Notwithstanding the foregoing, for so long as the Company files reports with the Securities and Exchange Commission via the EDGAR filing system, no notices shall be required to be delivered to the Holder pursuant to this Section 4(d).

5.Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

6.Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings (subject to Section 4(d)), receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

7.Replacement on Loss; Division and Combination.

(a)Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of

10

Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b)Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

8.Compliance with the Securities Act.

(a)Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

11

(b)Representations of the Holder. In connection with the issuance of this Warrant, the Holder represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i)The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii)The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company 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 addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii)The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, 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 Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

9.Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

10.Gaming Repurchase. If a Holder or beneficial owner of this Warrant 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 Holder shall be obligated, at the request of the Company, to dispose of this Warrant within a reasonable time period prescribed by the Company or such other time period prescribed by such Gaming Authority. Thereafter, the Company shall have the right to repurchase, on the date fixed by the Company for the repurchase of such Warrant, such Holder’s Warrant at a repurchase price determined on such repurchase date using the Black-Scholes option pricing model (assuming a risk free rate equal to the

12

five-year U.S. Treasury rate as quoted in The Wall Street Journal on the Business Day prior to the date of repurchase and a volatility of 35%). The Company is not required to pay or reimburse any Holder or beneficial owner of this Warrant for the costs of licensure, qualification or finding of suitability or investigation for such licensure, qualification or finding of suitability. Any Holder or beneficial owner of this Warrant required to be licensed, qualified or found suitable under applicable Gaming Laws must pay all investigative fees and costs of the Gaming Authorities in connection with such licensure, qualification, finding of suitability or application therefor

For purposes of this Section 10:

“Gaming Authority” shall mean the Mississippi Gaming Commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board and any other agency (including, without limitation, any agency established by a federally recognized Indian tribe to regulate gaming on such tribe’s reservation), authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever which has, or may at any time after the date hereof have, regulatory control or jurisdiction over the manufacture, sale, distribution or operation of gaming equipment, the design, operation or distribution of internet gaming services or products, the ownership or operation of any current or contemplated casinos, or any other gaming activities and operations or any other gaming activities of the Company or any of its subsidiaries, or any successor to such authority.

“Gaming Laws” shall mean all laws, including any rules, regulations, judgments, injunctions, orders, decrees or other restrictions of any Gaming Authority, applicable to the gaming industry or Indian tribes or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations to which the Company or any of its subsidiaries is, or may at any time after the date hereof be, subject.

11.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11).

13

If to the Company:	Global Cash Access Holdings, Inc. 7250 South Tenaya Way, Suite 100 Las Vegas, NV 89113 Attention: Chief Financial Officer
with a copy to:	DLA Piper LLP (US) 2525 East Camelback Road Esplanade II, Suite 1000 Phoenix, Arizona 85016-4245 Attention: David Lewis, Esq.
If to the Holder:	CPPIB Credit Investments III Inc. One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 Canada Attn: Marilia Bothamley
with a copy to:	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Attention: Patricia Hammes, Esq.

12.Cumulative Remedies. Except to the extent expressly provided in Section 6 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

13.Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

14.Entire Agreement. This Warrant, together with the Purchase Agreement, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous

14

understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and the Purchase Agreement, the statements in the body of this Warrant shall control.

15.Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

16.No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

17.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

18.Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed 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.

19.Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

20.Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

15

21.Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein 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 any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

22.Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

23.Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

24.No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

GLOBAL CASH ACCESS HOLDINGS, INC.
By:	/s/ Randy L. Taylor
Name:	Randy L. Taylor
Title:	Executive Vice President,
	Chief Financial Officer and Treasurer

Accepted and agreed,

CPPIB CREDIT INVESTMENTS III INC.
By:	/s/ Jim Fasano
Name:	Jim Fasano
Title:	Authorized Signatory
By:	/s/ Mark Jenkins
Name:	Mark Jenkins
Title:	Authorized Signatory

17

EX-10.1

Exhibit 10.1

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

BY AND AMONG

GLOBAL CASH ACCESS INC.
AS COMPANY

GLOBAL CASH ACCESS HOLDINGS INC.
AS PARENT

THE PURCHASERS PARTY HERETO

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS
AS COLLATERAL AGENT

$335,000,000

7.25% Senior Secured Notes due April 15, 2021

Dated April 15, 2015

TABLE OF CONTENTS

		PAGE
ARTICLE I
AUTHORIZATION OF NOTES.
ARTICLE II
SALE AND PURCHASE OF NOTES.
ARTICLE III
CLOSING.
Section 3.1	Closing	2
Section 3.2	Mechanics	2
ARTICLE IV
CONDITIONS TO CLOSING.
Section 4.1	Representations and Warranties	2
Section 4.2	No Default	3
Section 4.3	No Material Adverse	3
Section 4.4	Compliance Documents	3
Section 4.5	Sale of Other Notes	5
Section 4.6	Refinancing	5
Section 4.7	[Intentionally Omitted]	5
Section 4.8	Outstanding Indebtedness	5
Section 4.9	Leverage Ratio	5
Section 4.10	Intercreditor Agreement Requirements	5
Section 4.11	CUSIP Number	6
Section 4.12	Warrant Agreement	6
Section 4.13	Financial Statements	6
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Section 5.1	Existence, Qualification and Power; Compliance with Laws	6
Section 5.2	Authorization; No Contravention	6
Section 5.3	Disclosure	6
Section 5.4	Subsidiaries; Equity Interests	7
Section 5.5	Financial Statements; No Material Adverse Effect	7
Section 5.6	Binding Effect	7
Section 5.7	Governmental Authorizations, Etc	7
Section 5.8	Litigation; Statutes and Orders	8
Section 5.9	Taxes	8
Section 5.10	Ownership of Property; Liens	8
Section 5.11	Intellectual Property; Licenses, Etc	8

i

Section 5.12	Compliance with ERISA	9
Section 5.13	Private Offering by the Company	9
Section 5.14	Margin Regulations; Investment Company Act	10
Section 5.15	Patriot Act and OFAC	10
Section 5.16	FCPA	11
Section 5.17	Anti-Corruption Laws	11
Section 5.18	Environmental Matters	11
Section 5.19	Subordination of Subordinated Indebtedness	11
Section 5.20	Labor Matters	11
Section 5.21	Use of Proceeds	12
Section 5.22	Insurance	12
Section 5.23	Collateral Documents	12
Section 5.24	Solvency	12
Section 5.25	First Lien Obligations, Etc	12
ARTICLE VI
REPRESENTATIONS OF THE PURCHASERS.
Section 6.1	Purchase for Investment	13
Section 6.2	Source of Funds	13
ARTICLE VII
PAYMENT AND PREPAYMENT OF THE NOTES.
Section 7.1	Maturity	14
Section 7.2	Optional Prepayments	15
Section 7.3	Allocation of Partial Prepayments	15
Section 7.4	Maturity; Surrender, Etc	15
Section 7.5	Purchase of Notes	16
Section 7.6	Make-Whole Amount	16
Section 7.7	Mandatory Prepayments	16
Section 7.8	Offer to Repurchase Upon Change of Control	18
Section 7.9	Mandatory Disposition or Redemption Pursuant to Gaming Laws	20
ARTICLE VIII
AFFIRMATIVE COVENANTS.
Section 8.1	Compliance with Law	20
Section 8.2	Insurance	20
Section 8.3	Maintenance of Properties	21
Section 8.4	Payment of Taxes	21
Section 8.5	Corporate Existence, Etc	21
Section 8.6	Books and Records	22
Section 8.7	Inspection Rights	22
Section 8.8	Notices	22
Section 8.9	Use of Proceeds	23
Section 8.10	Environmental Covenant	23

ii

Section 8.11	Accuracy of Information	23
Section 8.12	Additional Note Guarantors and Collateral	23
Section 8.13	Post-Closing Covenants	25
Section 8.14	Further Assurances	25
Section 8.15	Anti-Corruption Laws	26
Section 8.16	Anti-Terrorism Laws	26
Section 8.17	ERISA Reports	26
Section 8.18	Holder Calls	26
Section 8.19	Financial Statements	27
Section 8.20	Certificates; Other Information	27
ARTICLE IX
NEGATIVE COVENANTS.
Section 9.1	Transactions with Affiliates	28
Section 9.2	Fundamental Changes	29
Section 9.3	Change in Nature of Business	29
Section 9.4	Liens	29
Section 9.5	Investments	31
Section 9.6	Indebtedness	33
Section 9.7	Dispositions	34
Section 9.8	Restricted Payments	36
Section 9.9	Negative Pledges and Other Contractual Restrictions	37
Section 9.10	Amendment of Material Documents	38
Section 9.11	Financial Covenant	38
Section 9.12	Accounting Changes	38
ARTICLE X
EVENTS OF DEFAULT.
ARTICLE XI
REMEDIES ON DEFAULT, ETC.
Section 11.1	Remedies Upon Event of Default	42
Section 11.2	Application of Funds	43
Section 11.3	Reinstatement	43
ARTICLE XII
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
Section 12.1	Registration of Notes	43
Section 12.2	Transfer and Exchange of Notes	44
Section 12.3	Replacement of Notes	44
ARTICLE XIII
PAYMENTS ON NOTES.
Section 13.1	Place of Payment	45

iii

Section 13.2	Home Office Payment	45
Section 13.3	Taxes	45
Section 13.4	PIK Payments	49
ARTICLE XIV
EXPENSES, ETC.
Section 14.1	Transaction Expenses	49
ARTICLE XV
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
ARTICLE XVI
AMENDMENT AND WAIVER.
Section 16.1	Amendments, Etc	52
Section 16.2	Solicitation of Holders of Notes	53
Section 16.3	Binding Effect, etc	53
ARTICLE XVII
NOTICES.
ARTICLE XVIII
REPRODUCTION OF DOCUMENTS.
ARTICLE XIX
CONFIDENTIAL INFORMATION.
ARTICLE XX
SUBSTITUTION OF PURCHASER.
ARTICLE XXI
COLLATERAL.
Section 21.1	Collateral Documents	56
Section 21.2	Release of Collateral	57
Section 21.3	Suits to Protect the Collateral	58
Section 21.4	Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Agreement	58
Section 21.5	Purchaser Protected	58
Section 21.6	Powers Exercisable by Receiver or Trustee	59
Section 21.7	Collateral Agent	59
Section 21.8	Designations	67
Section 21.9	No Impairment of the Security Interests	67

iv

ARTICLE XXII
MISCELLANEOUS.
Section 22.1	Successors and Assigns	67
Section 22.2	Payments Due on Non-Business Days	67
Section 22.3	Accounting Terms	67
Section 22.4	Severability	68
Section 22.5	Construction, etc	68
Section 22.6	Counterparts	68
Section 22.7	Governing Law; Jurisdiction; Etc	68
Section 22.8	Waiver of Jury Trial	69
Section 22.9	Collateral Documents; Intercreditor Agreement	69
Section 22.10	No Advisory or Fiduciary Responsibility	70
Section 22.11	ENTIRE AGREEMENT	70
Section 22.12	Gaming Authority Cooperation	70
Section 22.13	Intercreditor Agreement	71
Section 22.14	Holders May File Proofs of Claim	71
Section 22.15	USA PATRIOT Act	71

v

Schedule I	—	Information Relating to Purchasers
Schedule II	—	Defined Terms
Schedule 5.3	—	Disclosure Materials
Schedule 5.4	—	Subsidiaries of the Company and Equity Interests
Schedule 5.7(b)	—	Governmental Authorizations
Schedule 5.8	—	Litigation
Schedule 5.11	—	Intellectual Property
Schedule 8.13	—	Post-Closing Covenants
Schedule 9.1	—	Transactions with Affiliates
Schedule 9.4	—	Liens
Schedule 9.5	—	Investments
Schedule 9.6	—	Indebtedness
Exhibit A	—	Form of Senior Secured Note
Exhibit B	—	Form of Compliance Certificate
Exhibit C	—	Form of Note Guaranty
Exhibit D	—	Form of Note Security Agreement
Exhibit E	—	Form of Solvency Certificate
Exhibit F-1	—	Form of U.S. Tax Compliance Certificate for Foreign Holders That Are Not Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-2	—	Form of U.S. Tax Compliance Certificate for Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-3	—	Form of U.S. Tax Compliance Certificate for Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-4	—	Form of U.S. Tax Compliance Certificate for Foreign Holders That Are Partnerships for U.S. Federal Income Tax Purposes

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7.25% Senior Secured Notes due April 15, 2021

April 15, 2015

NOTE PURCHASE AGREEMENT

GLOBAL CASH ACCESS INC., a Delaware corporation (the “Company”), GLOBAL CASH ACCESS HOLDINGS, INC. (the “Parent”), each of the purchasers whose names appear at the end hereof (each, a “Purchaser”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Collateral Agent hereby agree as follows:

ARTICLE I

AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of $335,000,000 aggregate principal amount of its 7.25% Senior Secured Notes due April 15, 2021 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Article XII and any PIK Notes that are actually issued and any references to “principal amount of the Notes” shall include any increase in the principal amount of the outstanding Note as a result of any PIK Payments).  The Notes shall be substantially in the form set out in Exhibit A.  Certain capitalized and other terms used in this Agreement are defined in Part A to Schedule II; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

ARTICLE II

SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Article III, Notes in the principal amount specified opposite such Purchaser’s name in Schedule I at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

For all income tax purposes, the Company and the Purchasers agree that the issue price of the Notes is $995 per $1,000 principal amount unless otherwise required by law (with the remaining portion of the consideration paid hereunder allocated to the warrants issued pursuant to Section 4.12 hereof). The Company and the Purchasers shall not take any position inconsistent with the preceding sentence on any tax return or for any other Tax purpose.

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ARTICLE III

CLOSING.

Section 3.1Closing

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022, at 10:00 a.m., New York time (or such other location (including by telephone) and time reasonably agreed by the Purchasers and the Company), at a closing (the “Closing”) on April 15, 2015 (the “Closing Date”) or on such Business Day thereafter on or prior to April 20, 2015 as may be agreed upon by the Company and the Purchasers.

Section 3.2Mechanics

At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account separately provided by the Company to the Purchasers in writing prior to the Closing.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Article III, or any of the conditions specified in Article IV shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

ARTICLE IV

CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1Representations and Warranties.  The representations and warranties of the each Note Party contained in Article V of this Agreement or any other Note Document shall be true and correct in all material respects as of the Closing; provided that, to the extent that any such representation and warranty is qualified by materiality, material adverse effect or similar language, such representation and warranty shall be true and correct in all respects.

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Section 4.2No Default.  No Default or Event of Default shall exist, or would result from the purchase and sale of the Notes and the consummation of the other Transactions contemplated hereby on the Closing.

Section 4.3No Material Adverse.  Since December 31, 2014, there has not occurred any change, effect, development or circumstance, that individually or in the aggregate, constitutes or is reasonably likely to constitute a Material Adverse Effect.

Section 4.4Compliance Documents.  Each Purchaser’s and the Collateral Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Note Party, each dated the Closing (or, in the case of certificates of governmental officials, a recent date before the Closing) and each in form and substance reasonably satisfactory to each of the Purchasers (unless otherwise specified):

(a)executed counterparts of this Agreement, sufficient in number for distribution to the Collateral Agent, each Purchaser and the Company;

(b)a Note executed by the Company in favor of each Purchaser as contemplated by Section 3.2 to be delivered to each Purchaser;

(c)at least three (3) Business Days prior to the Closing, any such information contemplated by Section 22.15 to the extent any Purchaser has requested such information from the Company at least five (5) Business Days prior to the Closing;

(d)executed counterparts of a guaranty agreement (the “Note Guaranty”) in substantially the form of Exhibit C, duly executed by each Note Guarantor; and

(e)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Note Party as the Purchasers require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Note Documents to which such Person is a party;

(f)such documents and certifications as each Purchaser may reasonably require to evidence that each Note Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;

(g)a security agreement, in substantially the form of Exhibit D hereto (the “Note Security Agreement”), duly executed by each Note Party, together with:

(i)certificates and instruments representing the Collateral described therein accompanied by undated stock powers or instruments of transfer executed in blank,

(ii)Uniform Commercial Code financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that

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the Purchasers may deem necessary or desirable in order to perfect the Liens created under the Note Security Agreement, covering the Collateral described in the Note Security Agreement,

(iii)copies of Uniform Commercial Code, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Note Party as debtor and that are filed in those state and county jurisdictions in which any Note Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that any Purchaser reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens),

(iv)the Perfection Certificate duly executed by each of the Note Parties, and

(v)a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Note Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 8.12, in each case as amended or supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Note Party, together with evidence that all action that the Purchasers may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken;

(h)an opinion from DLA Piper LLP (US), counsel for the Note Parties dated the Closing Date addressed to each Purchaser and the Collateral Agent in form and substance reasonably acceptable to the Purchasers;

(i)a certificate attesting to the Solvency of the Parent and its Subsidiaries on a consolidated basis, before and after giving effect to the Transactions, from the Parent’s chief financial officer, substantially in the form of Exhibit E hereto;

(j)a certificate signed by a Responsible Officer of the Parent certifying that the conditions specified in Sections 4.1, 4.2, 4.3, 4.6, 4.8, 4.9 and 4.10 have been satisfied;

(k)an Additional Indebtedness Joinder, duly executed by each of the parties thereto, together with a certified copy of the Intercreditor Agreement; and

(l)certificates as to coverage under the insurance policies required by Section 8.2 each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as

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applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Purchasers and the Collateral Agent.

Section 4.5Sale of Other Notes.  Contemporaneously with the Closing, the Company shall sell to each Purchaser the Notes to be purchased by it at the Closing as specified in Schedule I.

Section 4.6Refinancing.  Contemporaneously with the Closing, the Company shall have called for redemption all of the Existing Senior Secured Notes and the Purchasers and the Collateral Agent shall have received evidence reasonably satisfactory to the Purchasers of such redemption (including delivery of copies of all documents contemplated by Section 12.07 of the Senior Secured Notes Indenture) and of the satisfaction and discharge of the indenture in respect to the Existing Senior Secured Notes and the termination and discharge in full of all Liens on the Collateral securing the Existing Senior Secured Notes and the Company shall have delivered to the Purchasers copies of all documents or instruments evidencing or necessary to release all Liens on the Collateral securing the Existing Senior Secured Notes.

Section 4.7[Intentionally Omitted].

Section 4.8Outstanding Indebtedness.  After giving effect to the Transactions, none of the Note Parties shall have any outstanding Indebtedness or preferred stock other than Indebtedness permitted under Section 9.6.

Section 4.9Leverage Ratio.  After giving effect to the Transactions, the Consolidated Secured Leverage Ratio calculated as of December 31, 2014 on a Pro Forma Basis for the Transactions shall be no greater than 4.25:1.00.

Section 4.10Intercreditor Agreement Requirements.  The Company shall have complied with the requirements of Section 7.10 of the Intercreditor Agreement in connection with the designation of the Obligations of the Note Parties under the Note Documents as Additional Indebtedness and (a) the Obligations of the Note Parties under the Note Documents shall constitute Additional Indebtedness, Additional Specified Indebtedness, Additional Obligations, First Lien Debt and First Lien Obligations for all purposes of the Intercreditor Agreement, (b) each of the Holders shall constitute an Additional Creditor, an Additional Credit Facility Creditor and a First Lien Creditor for all purposes of the Note Purchase Agreement, (c) the Collateral Agent shall constitute an Additional Agent and a First Lien Agent for all purposes of the Intercreditor Agreement, (d) the Collateral Documents shall constitute Additional Collateral Documents and First Lien Collateral Documents for all purposes of the Intercreditor Agreement, (e) this Agreement and the Notes shall constitute Additional Credit Facilities for all purposes of the Intercreditor Agreement, (f) the Note Guarantors shall constitute First Lien Guarantors for all purposes of the Intercreditor Agreement, (g) the Note Guaranty shall constitute a First Lien Guaranty and an Additional Guaranty for all purposes of the Intercreditor Agreement, (h) the Note Documents shall constitute Additional Documents and First Lien Facility Documentation for all purposes of the Intercreditor Agreement and (i) the Liens created

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under the Collateral Documents shall constitute a First Priority Lien for all purposes of the Intercreditor Agreement.

Section 4.11CUSIP Number.  A CUSIP Number issued by Standard & Poor’s CUSIP Service Bureau shall have been obtained for the Notes.

Section 4.12Warrant Agreement.  On the Closing, the Parent shall have delivered to the Purchasers a certified copy of an executed Warrant Agreement pursuant to which the Parent shall have issued warrants to purchase 700,000 shares of the Parent’s common stock thereunder to the Purchasers.

Section 4.13Financial Statements Delivery of the Audited Financial Statements.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As of the Closing, the Parent represents and warrants to each Purchaser that:

Section 5.1Existence, Qualification and Power; Compliance with Laws.  Each Note Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Note Documents to which it is a party, (c) 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 (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.2Authorization; No Contravention.  The execution, delivery and performance by each Note Party of each Note 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 (a) contravene the terms of any of such Person’s Organization Documents; (b) except where such conflict, breach or contravention or creation of a Lien may not reasonably be expected to have a Material Adverse Effect, conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except where such breach or contravention may not reasonably be expected to have a Material Adverse Effect, violate any Law.

Section 5.3Disclosure.  The Parent has disclosed to the Purchasers all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate,

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could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other written information furnished by or on behalf of any Note Party to the Collateral Agent or any Purchaser in connection with the transactions contemplated hereby and the negotiation of this Agreement and the other Note Documents or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Parent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 5.4Subsidiaries; Equity Interests.  As of the Closing Date, the Parent had no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.4 and had no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.4.  All Note Guarantors as of the Closing Date are identified in Part (a) of Schedule 5.4.  As of the Closing Date, there are no Unrestricted Subsidiaries.

Section 5.5Financial Statements; No Material Adverse Effect.  (a) 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 Parent and its Subsidiaries, as applicable, 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 Parent and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP.

(b)Since December 31, 2014 (the date of the Audited Financial Statements), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.6Binding Effect.  This Agreement has been, and each other Note Document, when delivered hereunder, will have been, duly executed and delivered by each Note Party that is party thereto.  This Agreement constitutes, and each other Note Document when so delivered will constitute, a legal, valid and binding obligation of such Note Party, enforceable against each Note Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity.

Section 5.7Governmental Authorizations, Etc.  (a) Except for (i) such authorizations, approvals or notices obtained or delivered as of the Closing Date, (ii) authorizations, approvals or notices to or from a Gaming Authority (A) for the Possessory Stock Pledge and (B) which may subsequently be required in connection with the addition of any Note Guarantor, the pledge of any additional Collateral pursuant to Section 8.12 or the enforcement of remedies, and (iii) the requirement to provide routine post-closing notices and/or copies of Note Documents to a Gaming Authority, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any

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other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Note Party of this Agreement or any other Note Document.

(b)As of the Closing Date, except for such licenses, qualifications, consents, authorizations or notices as are specifically disclosed on Schedule 5.7(b), each of which is in full force and effect on the Closing Date, assuming the accuracy of the representations and warranties of the Purchasers set forth herein, and based upon such information regarding the Purchasers as is actually known (without specific inquiry) to any of the Chief Executive Officer, Chief Financial Officer and General Counsel of the Borrower on the Closing Date, there is no license, qualification, consent, authorization or notice required from any Gaming Authority in connection with the Purchasers’ purchase of the Notes.

Section 5.8Litigation; Statutes and Orders.  (a) Except as specifically disclosed in Schedule 5.8, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Parent, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Parent or any of its Restricted Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Note Document, or any of the transactions contemplated hereby or (ii) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

(b)Neither the Parent nor any Restricted Subsidiary 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 Note Document.

Section 5.9Taxes.  The Parent and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and except immaterial taxes and tax returns so long as no material portion of the Collateral is in jeopardy of being seized, levied upon or forfeited.  There is no proposed tax assessment against the Parent or any Subsidiary that would, if made, have a Material Adverse Effect.

Section 5.10Ownership of Property; Liens.  Each of the Parent and each Restricted Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The property of Parent and its Restricted Subsidiaries is subject to no Liens, other than Liens permitted by Section 9.4.

Section 5.11Intellectual Property; Licenses, Etc.  The Parent and its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property

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rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except as would not be reasonably expected to have a Material Adverse Effect.  To the best knowledge of the Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Parent or any Restricted Subsidiary infringes upon any rights held by any other Person, except as would not be reasonably expected to have a Material Adverse Effect.  Except as specifically disclosed in Schedule 5.11, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Parent, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.12Compliance with ERISA.  (a)  Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Parent, nothing has occurred which would prevent, or cause the loss of, such qualification.  The Parent and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan.

(b)There are no pending or, to the best knowledge of the Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

Section 5.13Private Offering by the Company.  Neither the Parent nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers, each of which has been offered the Notes at a private sale for investment.  Neither the Parent nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

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Section 5.14Margin Regulations; Investment Company Act.  (a) The Company is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulations U and X issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b)None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.15Patriot Act and OFAC.  (a) Neither the Parent, nor any of its Subsidiaries, is in violation of any applicable requirement of Law relating to terrorism or money laundering in the respective jurisdictions in which such Note Party or its Affiliates operates (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”) or (ii) the Trading with the Enemy Act, as amended or any of the foreign asset control regulations of the United States Department of the Treasury (31 C.F.R. Subtitle B, Chapter V) (“OFAC”).

(b)Neither the Parent, nor any of its Subsidiaries, nor any director, officer, employee, agent, Affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.

(c)Neither the Parent, nor any of its Subsidiaries, and, to the knowledge of the Parent and each of its Subsidiaries, no Affiliate or broker or other agent of such Note Party acting or benefiting in any capacity in connection with the Notes is any of the following:

(i)a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii)a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii)a person with which any Holder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv)a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v)a person that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list.

(d)Neither the Parent nor any of its Subsidiaries and, to the knowledge of the Parent and each of its Subsidiaries, no broker or other agent of such Note Party acting in any

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capacity in connection with the Notes (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above (other than as authorized by OFAC), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(e)The use of proceeds of the Notes will not violate OFAC.

Section 5.16FCPA.  Neither the Parent, any of its Subsidiaries or any director, officer or employee of the Parent or any of its Subsidiaries, nor, to the knowledge of the Parent, any agent or Affiliate of any of the Parent or any of its Subsidiaries, is aware of any violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Note Parties and, to the knowledge of the Parent, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith

Section 5.17Anti-Corruption Laws.  The Parent and each of its Subsidiaries have conducted their businesses in compliance in all material respects with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 5.18Environmental Matters.  Neither the Parent nor any Restricted Subsidiary, nor their respective businesses, operations or properties (a) has failed to comply with any Environmental Laws or (b) has received or is subject to any pending or threatened claims alleging potential liability or responsibility for violation of any Environmental Law or is aware of any basis of any Environmental Liability, that, in each case, could reasonably be expected to result in a Material Adverse Effect.

Section 5.19Subordination of Subordinated Indebtedness.  The Obligations of the Note Parties under the Note Documents are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any documentation governing any Subordinated Indebtedness.

Section 5.20Labor Matters.  Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) there are no strikes or other labor disputes against any the Parent or any of its Restricted Subsidiaries pending or, to the knowledge of the Parent, threatened and (b) the hours worked by and payments made to employees of any Note Party have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters.

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Section 5.21Use of Proceeds.  The Company will use the proceeds as described in Section 8.9.

Section 5.22Insurance.  The properties of Parent and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Parent, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Parent or the applicable Restricted Subsidiary operates.

Section 5.23Collateral Documents.  The provisions of the Collateral Documents are, subject to the terms of the Note Security Agreement, effective to create, in favor of the Collateral Agent (for the benefit of the Secured Parties), valid and enforceable Liens on all Collateral described in the Note Security Agreement.  From and after the filing of Uniform Commercial Code financing statements in appropriate form substantially contemporaneously with the Closing Date in the offices specified on Schedule 6 to the Perfection Certificate, such Liens are perfected first priority Liens, to the extent that such Liens can be perfected by filing of Uniform Commercial Code financing statements, subject only to the Permitted Liens.  All governmental approvals necessary or desirable to perfect and protect, and establish and maintain the priority of, such Liens have been duly effected or taken, including any such approvals reasonably requested by the Required Holders.

Section 5.24Solvency.  The Note Parties, on a consolidated basis, are, and after giving effect to the Transactions will be, Solvent.

Section 5.25First Lien Obligations, Etc.  (a) The Obligations of the Note Parties under the Note Documents constitute Additional Indebtedness, Additional Specified Indebtedness, Additional Obligations, First Lien Debt and First Lien Obligations for all purposes of the Intercreditor Agreement, (b) each of the Holders constitutes an Additional Creditor, an Additional Credit Facility Creditor and a First Lien Creditor for all purposes of the Note Purchase Agreement, (c) the Collateral Agent constitutes an Additional Agent and a First Lien Agent for all purposes of the Intercreditor Agreement, (d) the Collateral Documents constitute Additional Collateral Documents and First Lien Collateral Documents for all purposes of the Intercreditor Agreement, (e) this Agreement and the Notes constitute Additional Credit Facilities for all purposes of the Intercreditor Agreement, (f) the Note Guarantors constitute First Lien Guarantors for all purposes of the Intercreditor Agreement, (g) the Note Guaranty constitutes a First Lien Guaranty and an Additional Guaranty for all purposes of the Intercreditor Agreement, (h) the Note Documents constitute Additional Documents and First Lien Facility Documentation for all purposes of the Intercreditor Agreement and (i) the Liens created under the Collateral Documents constitute a First Priority Lien for all purposes of the Intercreditor Agreement.

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ARTICLE VI

REPRESENTATIONS OF THE PURCHASERS.

Section 6.1Purchase for Investment.  Each Purchaser severally represents that it is (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and (ii) purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2Source of Funds.  Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

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(d)the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

ARTICLE VII

PAYMENT AND PREPAYMENT OF THE NOTES.

Section 7.1Maturity.  As provided therein, the entire unpaid principal balance of the Notes shall be due and payable on the stated maturity date thereof.

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Section 7.2Optional Prepayments.  (a)  Except as otherwise set forth in this Section 7.2, the Company shall not have the option to prepay or redeem the Notes prior to their stated maturity date.

(b)Notwithstanding clause (a) of this Section 7.2, the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes in an amount not less than $1,000,000 or a whole multiple of $500,000 in excess thereof in the case of a partial prepayment, at 100% of the principal amount so prepaid plus the Applicable Premium determined for the applicable prepayment date with respect to such principal amount plus all accrued and unpaid interest in respect thereof.

(c)Notwithstanding clause (a) of this Section 7.2, at any time prior to the first anniversary of the Closing, the Company may, at its option, upon notice as provided below, prepay up to 40% of the aggregate principal amount of the Notes (but in an amount of not less than $1,000,000 or a whole multiple of $500,000 thereof) at 103.5% of the principal amount thereof plus all accrued and unpaid interest in respect thereof.

(d)The Company will give each Holder written notice of each optional prepayment under this Section 7.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment.  Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such Holder to be prepaid (determined in accordance with Section 7.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Applicable Premium (if any) due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.  Two (2) Business Days prior to such prepayment, the Company shall deliver to each Holder a certificate of a Senior Financial Officer specifying the calculation of the Applicable Premium (if any) as of the specified prepayment date.

Section 7.3Allocation of Partial Prepayments.  In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 7.4Maturity; Surrender, Etc.  In the case of each prepayment of Notes pursuant to this Article VII, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the Applicable Premium, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with accrued and unpaid interest in respect thereof and the Applicable Premium, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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Section 7.5Purchase of Notes.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement or pursuant to any other purchase of Notes from any holder thereof and no Notes may be issued in substitution or exchange for any such Notes.

Section 7.6Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the greater of:

(a) 1.0% of the principal amount of the Note; or

(b) the excess of:

(i) the present value at such prepayment date of (A) the prepayment price of the Note at April 15, 2016 (such prepayment price to reflect the premium set forth in clause (b) of the definition of “Applicable Premium”) plus (B) all required interest payments due on the Note through April 14, 2016 (excluding accrued but unpaid interest to the prepayment date), computed using a discount rate equal to the Treasury Rate plus 50 basis points;

over

(ii) the principal amount of the Note, if greater.

“Treasury Rate” means, as of any prepayment date, the yield to maturity as of such prepayment date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the prepayment date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the prepayment date to April 15, 2016; provided, however, that if the period from the prepayment date to April 15, 2016, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Section 7.7Mandatory Prepayments.  (a) Within 360 days after the receipt of the Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 9.7) or from any Extraordinary Loss from and after the Closing, the Parent, the Company or any Restricted Subsidiary shall apply 100% of such Net Cash Proceeds (i) to repay, redeem or repurchase or otherwise permanently reduce the First Lien Obligations of the Company or any Note Guarantor; provided that if any such Indebtedness repaid is revolving credit Indebtedness, the related revolving commitments must be reduced by the amount of such repayment and such reduced commitments terminated; provided, further, that (x) to the extent that the terms of any Credit Facility Documentation (other than notes issued under one or more indentures to replace or refinance such Credit Facility Obligations) are required to be repaid with the Net Cash Proceeds of any Disposition or Extraordinary Loss prior to the repayment of other Indebtedness, the Parent and its Restricted Subsidiaries shall be entitled to repay such other First

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Lien Obligation prior to repaying the obligations under the Notes, and (y) subject to the foregoing clause (x), if the Company or any Note Guarantor shall so reduce the First Lien Obligations, the Company shall (1) equally and ratably reduce obligations under the Notes by redeeming the Notes as provided under Section 7.2 or through privately negotiated transactions or open-market purchases (to the extent such purchases are at a price of at least 100% of the principal amount thereof plus the amount of accrued but unpaid interest, if any, thereon) or (2) offer to redeem or purchase at least a pro rata portion of the Notes (based on the amount so applied to such repayments or repurchases of the First Lien Obligations described above) by making an offer (in accordance with the procedures set forth in clause (b) below) to all Holders to purchase their Notes at a price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; provided, however, that solely to the extent such Net Cash Proceeds are not derived from a Disposition or Extraordinary Loss involving Collateral, the Parent, the Company or a Restricted Subsidiary shall be permitted to repay, redeem or repurchase Indebtedness of a Restricted Subsidiary that is not a Note Guarantor (other than Indebtedness owed to the Parent or another Restricted Subsidiary) or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Cash Proceeds received by the Parent, the Company or another Restricted Subsidiary); provided, however, that if the Parent, the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days of such contractual commitment in accordance with the above clause (i) or (ii), and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds set forth in this Section 7.7(a) shall be considered satisfied; provided that, to the extent that Net Cash Proceeds are derived from any Disposition or Extraordinary Loss involving Collateral, such Additional Assets shall constitute Collateral.

(b)Any Net Cash Proceeds from any Disposition or Extraordinary Loss that are not used in accordance with Section 7.2(a) shall constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $20,000,000 the Company shall make an offer to purchase (the “Prepayment Offer”), on a pro rata basis, from all Holders, and, if required by the terms of any other First Lien Obligations containing comparable repurchase rights (which Lien is not subordinated to the Lien securing the Notes in respect of the Collateral), the holders of such other outstanding First Lien Obligations, an aggregate principal amount equal to the Excess Proceeds, at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, in accordance with Section 7.7 (c), (d), (e), (f) and (g).  To the extent that any portion of the Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders and applicable holders of the First Lien Obligations have been given the opportunity to tender the Notes for repurchase in accordance with Section 7.7(d) or repay the First Lien Obligations in accordance with the applicable First Lien Facility Documentation, the Parent, the Company or such Restricted Subsidiary may use such remaining amount for general corporate purposes or the repurchase of Indebtedness subordinated in right of payment to the Notes or the Note Guaranty if required to be repurchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero. Pending application of Cash pursuant to clauses (i) and (ii) of Section 7.7(a), such Net Cash Proceeds shall be invested in Cash Equivalents or used to temporarily repay First Lien Obligations that is revolving Indebtedness.

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(c)For the purposes of this Section 7.7, any sale by the Parent or a Restricted Subsidiary of the Equity Interest of a Restricted Subsidiary that owns assets constituting Collateral shall be deemed to be a sale of such Collateral.

(d)Within 15 Business Days after the amount of Excess Proceeds exceeds $20,000,000, the Company shall send a prepayment offer notice, by first-class mail, to the Holders, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to the Prepayment Offer.  The prepayment offer notice shall state, among other things:  (i) that the Company is offering to purchase Notes pursuant to Section 7.7 of this Agreement; (ii) that any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date; (iii) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days from the date the Prepayment Offer notice is mailed; (iv) the aggregate principal amount of Notes (or portions thereof) to be purchased; (v) a description of any conditions to such Prepayment Offer; and (vi) a description of the procedure which any Holder must follow in order to tender its Notes (or portions thereof) and the procedures that such Holders must follow in order to withdraw an election to tender their Notes (or portions thereof) for payment.

(e)Not later than the purchase date, the Company shall segregate and hold in trust in cash an amount equal to the purchase price plus accrued and unpaid interest, if any, to be paid to the Holder entitled thereto, to be held for payment in accordance with the provisions of this Section 7.7.  Any Holder electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least five (5) Business Days prior to the purchase date.  A Holder will be entitled to withdraw their election if the Company receives not later than three (3) Business Days prior to the purchase date, facsimile transmission or letter setting forth the name of such Holder, the principal amount of the Note which was delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Note purchased.

(f)On the applicable purchase date, the Company shall make payment of the purchase price to each tendering Holder in accordance with the provisions set forth in Article III.

(g)The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes required by this Article VII.  To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 7.7 by virtue of such conflict.

Section 7.8Offer to Repurchase Upon Change of Control.  (a)  Upon the occurrence of a Change of Control each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to the Applicable Purchase Price, plus accrued and

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unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Payment”).

(b)On or before the 30th day following any Change of Control, the Company shall send a written notice (which notice may be conditional) to each Holder stating, among other things:  (i) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 7.8 and that all Notes (or portions thereof) timely tendered will be accepted for payment; (ii) the purchase price and the change of control payment date, which date shall be, subject to any contrary requirements of applicable law, no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Agreement and described in such notice (the “Change of Control Payment Date”); (iii) that any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (iv) that any Notes (or portions thereof) not tendered will continue to accrue interest; (v) a description of the transaction or transactions constituting the Change of Control; and (vi) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that such Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

(c)A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the transaction giving rise to the Change of Control at the time of the making of the Change of Control Offer.  In addition, the Company shall 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 time and otherwise in compliance with the requirements set forth in this Section 7.8 applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

(d)Not later than the Change of Control Payment Date, the Company shall segregate and hold in trust in cash an amount equal to the purchase price plus accrued and unpaid interest, if any, to be paid to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section 7.8.  Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least five Business Days prior to the purchase date.  Holders will be entitled to withdraw their election if the Company receives not later than three (3) Business Days prior to the purchase date, a telegram, facsimile transmission or letter setting forth the name of such holder, the principal amount of the Note which was delivered for purchase by such Holder, the certificate number of such Note and a statement that such Holder is withdrawing his election to have such Note purchased.

(e)On the Change of Control Payment Date, the Company shall, to the extent lawful:  (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer and (ii) make a payment to each Holder in an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered by such Holder in accordance with Article III.

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(f)The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes in connection with a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 7.8 by virtue thereof.

Section 7.9Mandatory Disposition or Redemption Pursuant to Gaming Laws.  If a Holder or beneficial owner of a Note is required after the Closing Date 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 Company shall have the right to redeem, on the date fixed by the Company for the redemption of such Notes, such Holder’s Notes at a redemption price (to be calculated by the Company) equal to the sum of (a) 101% of the outstanding principal amount of the Notes held by the applicable Holder plus (b) all accrued and unpaid interest in respect of such Notes.  The Company is not required to pay or reimburse any Holder or beneficial owner of a Note for the costs of licensure, qualification or finding of suitability 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 Gaming Authorities in connection with such licensure, qualification, finding of suitability or application therefor.  Notwithstanding anything herein to the contrary, no Holder shall be required to become licensed or qualified or expend any amounts to become so qualified or licensed by any Gaming Authority and the sole recourse of Holdings and the Company shall be to exercise its redemption rights in respect of the Notes contemplated by this Section 7.9.

ARTICLE VIII

AFFIRMATIVE COVENANTS.

From the Closing and so long as any Obligations are owed by any of the Note Parties under any of the Note Documents (other than contingent indemnification obligations which are not then due and payable) or any Note shall remain outstanding, the Parent covenants as follows:

Section 8.1Compliance with Law.  The Parent shall, and shall cause each Restricted Subsidiary to, comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 8.2Insurance.  The Parent shall, and shall cause each Restricted Subsidiary to, maintain liability, casualty and other insurance (subject to customary deductibles and retentions) with responsible insurance companies in such amounts (after giving effect to any self-insurance compatible with the following standards) and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general

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areas in which the Parent and its Restricted Subsidiaries operate.  All policies of insurance required to be maintained by the Parent and its Restricted Subsidiaries shall be issued by companies reasonably satisfactory to the Required Holders and shall have coverages and endorsements and be written for such amount as the Required Holders may reasonably require.  All policies of insurance required to be maintained by the Parent and its Restricted Subsidiaries must name the Collateral Agent as mortgagee and additional insured or loss payee, must insure the interest of the Collateral Agent in the property as mortgagee and, to the extent generally available in the insurance market, must provide that no cancellation or material modification of the policies will be made without thirty days’ prior written notice to Collateral Agent.  Certificates for all such policies must be delivered to the Collateral Agent and approved by the Required Holders (such approval shall not be unreasonably withheld).  Without limiting the obligations of the Company under the foregoing provisions of this Section 8.2 in the event the Parent shall fail to maintain in full force and effect insurance as required by the foregoing provisions of this Section 8.2, then the Collateral Agent may, and shall if instructed so to do by the Required Holders, procure insurance covering the interests of the Secured Parties and the Collateral Agent in such amounts and against such risks as otherwise would be required hereunder and the Company shall reimburse the Collateral Agent in respect of any premiums paid by the Collateral Agent in respect thereof.  Without limitation of the foregoing, each Note Party shall, and shall cause each Subsidiary to, take all actions as needed to insure compliance with all requirements under the Flood Insurance Laws, including the maintenance of all flood hazard insurance and certifications required thereunder.

Section 8.3Maintenance of Properties.  The Parent shall, and shall cause each Restricted Subsidiary to:  (a) 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; (b) 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; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

Section 8.4Payment of Taxes.  The Parent shall, and shall cause each Restricted Subsidiary, to pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of Taxes imposed upon it (including in its capacity as withholding agent) or upon its income or profits or in respect of its property, except, in each case, (i) to the extent the failure to pay or discharge the same could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) for Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 8.5Corporate Existence, Etc.  The Parent shall, and shall cause each Restricted Subsidiary to:  (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 9.2 or 9.7; (b) 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

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Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Section 8.6Books and Records.  The Parent shall, and shall cause each Restricted Subsidiary to (a) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Parent or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Parent or such Restricted Subsidiary, as the case may be.

Section 8.7Inspection Rights.  The Parent shall, and shall cause each Restricted Subsidiary to, permit representatives and independent contractors of the Collateral Agent and the Holders to visit and inspect the Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Parent.

Section 8.8Notices.  The Parent shall promptly notify the Holders:

(a)upon any Responsible Officer becoming aware thereof, of the occurrence of any Default;

(b)upon any Responsible Officer becoming aware thereof, of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, which may include:  (i) breach or non-performance of, or any default under, a Contractual Obligation of the Parent or any Restricted Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Parent or any Restricted Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Parent or any Restricted Subsidiary, including pursuant to any Environmental Laws;

(c)upon any Responsible Officer becoming aware thereof, of the occurrence of any ERISA Event;

(d)of any material change in accounting policies or financial reporting practices by the Parent or any Restricted Subsidiary; and

(e)of the occurrence of any Disposition of property or assets or any Extraordinary Loss for which the Parent is required to comply with Section 7.7.

Each notice pursuant to this Section 8.8 shall be accompanied by a statement of a Responsible Officer of the Parent setting forth details of the occurrence referred to therein and stating what action the Parent has taken and proposes to take with respect thereto.  Each notice pursuant to

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Section 8.8(a) shall describe with particularity any and all provisions of this Agreement and any other Note Document that have been breached.

Section 8.9Use of Proceeds.  The Company shall use the proceeds of the issue and sale of the Notes to (a) redeem all of the Existing Senior Secured Notes and (b) to the extent any excess proceeds remain, fund fees and expenses payable or incurred in connection with this Agreement and the sale of the Notes.

Section 8.10Environmental Covenant.  The Parent shall, and shall cause each Restricted Subsidiary to:

(a)use and operate all of its facilities and properties in material compliance with all Environmental Laws, keep all permits, approvals, certificates, licenses and other authorizations required pursuant to Environmental Laws in effect and remain in material compliance therewith, and handle all Hazardous Materials in material compliance with all Environmental Laws;

(b)promptly notify the Holders and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of its facilities and properties under, or compliance of its facilities and properties with, Environmental Laws, and shall promptly commence and diligently proceed to cure, to the reasonable satisfaction of the Holders any actions and proceedings relating to violations of compliance with Environmental Laws; and

(c)provide such information and certifications which the Holders may reasonably request from time to time to evidence compliance with this Section 8.10.

Section 8.11Accuracy of Information.  The Parent shall cause all factual information furnished after the date of execution and delivery of this Agreement by or on behalf of any Note Party in writing to any Holder or the Collateral Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby to be true and accurate in all material respects on the date as of which such information is dated or certified, and such information, taken as a whole, shall not be incomplete by omitting to state any material fact necessary to make such information not misleading.

Section 8.12Additional Note Guarantors and Collateral.  (a) Promptly (and in any event within forty-five (45) days or such longer period agreed to by the Collateral Agent) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Parent shall cause such Subsidiary to (x) become a Note Guarantor by executing and delivering to the Collateral Agent for the benefit of the Secured Parties all documents reasonably requested by the Required Holders, which may include (i) an amendment to the Note Guaranty or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, (ii) an amendment to the Note Security Agreement or joinder in the form attached thereto, if such Subsidiary is not already a party thereto, joining such Subsidiary as a party thereto, together with the documentation required by clauses (i) through (v) of Section 4.4(g) a Perfection Certificate and the documentation required by Section 4.4(e), (f)

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and (g) hereof in respect of such Subsidiary and (y) take all actions necessary or advisable in the opinion of the Required Holders to cause the Lien created by the Note Security Agreement to be duly perfected to the extent required thereby in accordance with applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Required Holders.

(b)Upon written notice from the Parent to the Collateral Agent, the Parent may cause any other Subsidiary to become a Note Guarantor by executing and delivering documentation described in the preceding paragraph.

(c)Upon the acquisition by the Parent or any Restricted Subsidiary of any fee interest in real property with a purchase price in excess of $10,000,000, the Parent shall deliver or cause such Restricted Subsidiary to deliver within ninety (90) days (or such longer period agreed to by the Collateral Agent), a Deed of Trust with respect thereto, in a form reasonably satisfactory to the Collateral Agent and duly executed by the owner of such Pledged Property, together with the following:

(i)evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of each of the Deeds of Trust as may be necessary or, in the reasonable opinion of the Required Holders, desirable effectively to record the Deeds of Trust as valid, perfected Liens against the Pledged Properties, which Liens are subject to no outstanding monetary Liens recorded against such Note Guarantor’s interest in the Pledged Properties, other than Permitted Liens;

(ii)title policies in favor of the Collateral Agent on behalf of the Secured Parties providing title insurance in an amount of not less than the Fair Market Value of the Pledged Property covered thereby and otherwise in form and substance, including endorsements, reasonably satisfactory to the Required Holders and issued by the Title Company, with respect to the Deeds of Trust;

(iii)if reasonably requested by the Collateral Agent, at the direction of the Required Holders, an American Land Title Association survey of each of the Pledged Properties prepared (and so certified) in compliance with the provisions of the applicable state survey standards by a registered land surveyor of the state in which each such Pledged Property is located, and certified to the Collateral Agent and the Title Company and otherwise in form and substance reasonably satisfactory to the Required Holders;

(iv)with respect to each Pledged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above;

(v)evidence reasonably acceptable to the Required Holders of payment by Parent of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses

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required for the recording of the Deeds of Trust and issuance of the Title Policies contemplated above;

(vi)favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Note Parties in each jurisdiction (i) where a Pledged Property is located and (ii) where the applicable Note Party granting the Deed of Trust on said Pledged Property is organized, regarding the due execution and delivery and enforceability of each such Deed of Trust, the corporate formation, existence and good standing of the applicable Note Party, and such other matters as may be reasonably requested by the Collateral Agent at the direction of the Required Holders;

(vii)a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Pledged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent); and

(viii)evidence reasonably acceptable to the Required Holders of payment by the Parent of all title and lien searches and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Deeds of Trust.

(d)Upon the request of the Collateral Agent but not more than once every 24 months with respect to any Pledged Property, an appraisal of any of the Pledged Properties complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989.

(e)The Parent shall, and shall cause each Restricted Subsidiary to, undertake all actions which are necessary or appropriate in the reasonable judgment of the Required Holders required by applicable law (including the Gaming Laws) to (a) maintain the Collateral Agent’s security interests under the Note Documents in the Collateral in full force and effect at all times as a perfected first priority Lien and (b) preserve and protect the Collateral and protect and enforce the Note Parties’ rights and title and the respective rights of the Collateral Agent to the Collateral.

Section 8.13Post-Closing Covenants.  The Parent agrees to perform, or cause to be performed, the actions described on Schedule 8.13 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Purchasers in their sole discretion.

Section 8.14Further Assurances.  The Parent shall, and shall cause each Note Party to, promptly upon request by the Collateral Agent, or any Holder through the Collateral Agent, (a) correct any material defect or error that may be discovered in any Note Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Collateral Agent, or any Holder through the Collateral Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Note Documents, (ii) to the fullest extent

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permitted by applicable law, subject any Note Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Note Document or under any other instrument executed in connection with any Note Document to which any Note Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

Section 8.15Anti-Corruption Laws.  The Parent and its Subsidiaries and the Note Parties shall conduct their businesses in compliance in all material respects with applicable anti-corruption laws and maintain in effect and enforce policies and procedures designed to promote and ensure compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents with such laws.

Section 8.16Anti-Terrorism Laws.  The Parent and its Subsidiaries and the Note Parties shall conduct their businesses in compliance with applicable Anti-Terrorism Laws and Sanctions and maintain in effect and enforce policies and procedures designed to promote and ensure compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Terrorism Laws and applicable Sanctions.

Section 8.17ERISA Reports.  The Parent shall furnish to each Holder as soon as practicable after request by any Holder, (x) copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, its Subsidiaries or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) such other documents or governmental reports or filings relating to any Plan as any Holder shall reasonably request and (y) with respect to any Multiemployer Plan, (i) any documents described in Section 101(k) of ERISA that the Parent, any of its Subsidiaries or any ERISA Affiliate may request and (ii) any notices described in Section 101(1) of ERISA that the Parent, its Subsidiaries or any ERISA Affiliate may request; provided that if the Company, its Subsidiaries or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Parent, Subsidiary or ERISA Affiliate shall make a request for such documents or notices from such administrator or sponsor as soon as reasonably practicable after request by any Holder for such documents and notices and shall provide copies of such documents and notices as soon as reasonably practicable after receipt thereof.

Section 8.18Holder Calls.  Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent or 90 days after the end of the fiscal year of the Parent, the Parent shall at the request of any Holder and upon reasonable prior notice, hold a conference call (at a location and time selected by the Holders and the Parent) with all Holders who choose to attend such conference call, at which conference call shall be reviewed the financial results of the previous fiscal quarter or fiscal year, as applicable, and the financial condition of the Parent and its Subsidiaries.  The foregoing requirements of this Section 8.18 shall not apply for any period in which the Parent holds publicly announced conference calls for investors and analysts.

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Section 8.19Financial StatementsThe Parent shall deliver to the Holders, in form and detail satisfactory to the Holders:

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of Parent, a consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Holders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(b)as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 8.20(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Parent to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

Section 8.20Certificates; Other InformationThe Parent shall deliver to the Holders, in form and detail satisfactory to the Required Holders:

(a)concurrently with the delivery of the financial statements referred to in Section 8.19(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under Article IX hereof or, if any such Default shall exist, stating the nature and status of such event;

(b)within five (5) Business Days after the delivery of the financial statements referred to in Sections 8.19 (a) and (b) and in any event within the time period specified therein (commencing with the delivery of the financial statements for the fiscal year ending December 31, 2014), a duly completed Compliance Certificate signed by a Responsible Officer of the Parent;

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(c)promptly after any request by a Holder, copies 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 the Parent by independent accountants in connection with the accounts or books of the Parent or any Restricted Subsidiary, or any audit of any of them;

(d)promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which the Parent 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 Holders pursuant hereto; and

(e)promptly, such additional information regarding the business, financial or corporate affairs of the Parent or any Restricted Subsidiary, or compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request.

Documents required to be delivered pursuant to Section 8.19(a) or (b) or Section 8.20(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 Company or Parent posts such documents, or provides a link thereto on the Company’s or Parent’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s or Parent’s behalf on an Internet or intranet website, if any, to which each Holder has access (whether a commercial, third-party website or whether sponsored by the Holders); provided that:  (x) the Company or Parent shall deliver paper copies of such documents to the Holders upon request of any Holder until a written request to cease delivering paper copies is given by such Holder and (y) the Company or Parent shall upon request of any Holder provide to the Holders by electronic mail electronic versions (i.e., soft copies) of such documents and such Holder shall post such documents and notify (which may be by facsimile or electronic mail) each Holder of the posting of any such documents.  Notwithstanding anything contained herein, in every instance the Company or Parent shall upon request of the Holders be required to provide paper copies of the Compliance Certificates required by Section 8.20(b) to the Holders.

ARTICLE IX

NEGATIVE COVENANTS.

For so long as any Notes remain outstanding or any other Obligations are owed by any of the Note Parties under any of the Note Documents (other than contingent indemnification obligations which are not then due and payable) or any Note shall remain outstanding, the Parent covenants as follows:

Section 9.1Transactions with Affiliates.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Parent, whether or not in the ordinary course of business, other than (a) transactions set forth on Schedule 9.1 and (b) on fair and reasonable terms substantially as favorable to the Parent or such Restricted Subsidiary as would be obtainable by the Parent or

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such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Parent and any of its wholly-owned Restricted Subsidiaries or between and among any wholly-owned Restricted Subsidiaries.

Section 9.2Fundamental Changes.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a)any Restricted Subsidiary may merge with (i) the Parent, provided that the Parent shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that when any Note Guarantor is merging with another Restricted Subsidiary that is not a Note Guarantor, the Note Guarantor shall be the continuing or surviving Person or such surviving Person shall execute and deliver a Note Guaranty;

(b)any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Note Guarantor, then the transferee must either be the Parent or a Note Guarantor;

(c)the Company or any Restricted Subsidiary may make a Disposition to the extent permitted by Section 9.7; and

(d)the Company or any Restricted Subsidiary may purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof) so long as both before and after giving pro forma effect to any such purchase or acquisition (i) no Default shall then exist, (ii) the Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis after giving effect to any such acquisition and the incurrence of any Indebtedness is equal to or less than 4.00:1.00, and (iii) the aggregate price of all such purchases and acquisitions of Non-Note Parties does not exceed $50,000,000.

Section 9.3Change in Nature of Business.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, engage in any material line of business other than a Related Business.

Section 9.4Liens.  The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (such Liens, collectively, “Permitted Liens”):

(a)Liens pursuant to any Note Document;

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(b)Liens existing on the Closing Date and listed on Schedule 9.4 and any Liens securing Indebtedness described in Section 9.6(c) or renewals or extensions thereof, provided that with respect to renewals or extensions, the property covered thereby is not increased and any renewal, extension or replacement of the obligations secured or benefited thereby is permitted by Section 9.6(c);

(c)Liens for taxes, assessments or other governmental charges or levies not yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, Liens for labor done and materials and services supplied and furnished or other like Liens and statutory Liens (i) which are not filed or recorded for a period of more than 60 days, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person or (iii) which have been bonded in a manner satisfactory to the Required Holders;

(e)pledges or deposits made or Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or employment or insurance legislation (other than ERISA Liens);

(f)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, including during the course of any development;

(g)easements, rights-of-way, reservations, covenants, conditions, restrictions, defects and irregularities in title to any real property and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority with respect to (i) the use of any real property, or (ii) any right, power, franchise, grant, license, or permit, including present or future zoning laws, building codes and ordinances, zoning restrictions, or other laws and ordinances restricting the occupancy, use, or enjoyment of real property;

(i)rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person owning such real property;

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(j)Liens consisting of any right of offset, or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien;

(k)Liens securing writs of attachment or similar instruments or judgments for the payment of money not constituting an Event of Default under Article X(h) or securing appeal or other surety bonds related to such judgments;

(l)Liens securing Indebtedness permitted under Section 9.6(i); provided that such Liens do not at any time encumber any property other than the property of such Restricted Subsidiary and its Subsidiaries;

(m)Liens on cash securing only Defeased Indebtedness;

(n)precautionary Uniform Commercial Code financing statement filings made in connection with operating leases;

(o)Liens securing Indebtedness permitted under Section 9.6(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property which is the subject of such financing;

(p)Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding;

(q)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by that Person;

(r)Liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements under Gaming Laws of that Person or its Subsidiaries;

(s)Liens on the Equity Interests of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted Subsidiary; and

(t)Liens securing Indebtedness permitted by Section 9.6(f); provided that (i) if such Indebtedness is secured on a pari passu basis with the Notes a representative of the holder of such Indebtedness shall become party to the Intercreditor Agreement or (ii) if such Indebtedness is secured on a junior basis to the Notes a representative of the holder of such Indebtedness shall become party to an intercreditor agreement in a form reasonably acceptable to the Required Holders.

Section 9.5Investments.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, make any Investments, except (such Investments, collectively, “Permitted Investments”):

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(a)Investments held by the Parent or such Restricted Subsidiary in the form of Cash Equivalents;

(b)advances to officers, directors and employees of the Company and its Restricted Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes consistent with past practice;

(c)Investments (i) by a Note Party in a Note Party, (ii) by a Non-Note Party in a Non-Note Party that is a Restricted Subsidiary, (iii) by a Non-Note Party in a Note Party, and (iv) by a Note Party in a Non-Note Party that is a Restricted Subsidiary; provided that (i) any such Investments made pursuant to this clause (iv) in the form of intercompany loans shall be evidenced by the promissory note that has been pledged to the Collateral Agent for the benefit of the Secured Parties in accordance with the requirements of the Note Security Agreement, and (ii) the aggregate amount of Investments made pursuant to this clause (iv) shall not exceed at any time outstanding $5,000,000;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)capital expenditures;

(f)Investments received in connection with a Disposition permitted pursuant to Section 9.7(i);

(g)Investments identified on Schedule 9.5;

(h)Investments in connection with an acquisition permitted under Section 9.2(d);

(i)intercompany Indebtedness incurred in compliance with Section 9.6(b); and

(j)other Investments made after the Closing in an aggregate amount not to exceed $20,000,000 plus so long as immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing, the Available Amount.

For purposes of computing the aggregate amount of Investments made after the Closing Date pursuant to clause (j) above, the amount of such Investments shall be reduced by any net reduction in Investments resulting from payments of dividends, repayments of the Note or advances or other transfers of assets to the Parent or any of its Restricted Subsidiaries or the satisfaction or reduction of obligations of other Persons which have been Guaranteed by the Parent or any of its Restricted Subsidiaries.

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Section 9.6Indebtedness.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, other than:

(a)Indebtedness under the Note Documents;

(b)unsecured intercompany Indebtedness; provided that if such Indebtedness is owed by the Parent or any of its Subsidiaries to a Person that is not a Note Party, such Indebtedness must be Subordinated Indebtedness and shall be permitted by Section 9.5(c);

(c)Indebtedness outstanding on the Closing Date and listed on Schedule 9.6 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension or, with respect to such replacement Indebtedness, is not increased above the amount outstanding on the Closing Date, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(d)obligations under Swap Contracts entered into by the Company for bona fide hedging activities and not for speculative purposes;

(e)Indebtedness in respect of capital leases and Synthetic Lease Obligations within the limitations set forth in Section 9.4(o); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $20,000,000;

(f)Indebtedness of the Company or any Note Guarantor under any Credit Facility in an aggregate principal amount outstanding at any time not to exceed the sum of (i) $650,000,000 plus (ii) an additional amount if, after giving pro forma effect to the incurrence of such additional amount, the Consolidated Secured Leverage Ratio calculated on a pro forma basis is equal to or less than 3.50:1.00 (assuming all such additional amounts were secured, whether or not so secured, and including for this purpose the full amount of draw with respect to any revolving credit facility (whether or not borrowed));

(g)the Permitted Unsecured Indebtedness;

(h)Subordinated Indebtedness or unsecured senior Indebtedness of the Parent or any Restricted Subsidiary; provided that after giving pro forma effect to the incurrence of such Indebtedness, the Interest Coverage Ratio, calculated on a Pro Forma Basis, as of the most recently ended fiscal quarter would not be less than 2.00:1.00; provided, further, that (i) such Indebtedness shall have a maturity date at least six months after the scheduled maturity date of the Notes, (ii) such Indebtedness shall have a weighted average life to maturity longer than the weighted average life to maturity of the Obligations of the Note Parties in respect of the Notes, (iii) such Indebtedness shall have

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covenants no more restrictive than those in this Agreement as in effect at the time of the issuance or incurrence thereof and (iv) the aggregate amount of Indebtedness incurred by Restricted Subsidiaries that are Non-Note Parties, when aggregated with the amount of Indebtedness assumed by Restricted Subsidiaries that are Non-Note Parties pursuant to clause (i) below, does not exceed $25,000,000;

(i)Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Investment, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and was not incurred in contemplation of such Person becoming a Restricted Subsidiary, that is non-recourse to (and is not assumed by any of) the Company or any Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the Closing Date); provided that (i) after giving pro forma effect to the incurrence of such Indebtedness, either (a) the Interest Coverage Ratio of the Parent and its Restricted Subsidiaries, calculated on a Pro Forma Basis, as of the most recently ended fiscal quarter would not be less than 2.00:1.00 or (b) the Interest Coverage Ratio of the Company and its Restricted Subsidiaries, calculated on a Pro Forma Basis, is greater than immediately prior to such incurrence and (ii) the aggregate amount of Indebtedness assumed by Restricted Subsidiaries that are Non-Note Parties, when aggregated with the amount of Indebtedness incurred by Restricted Subsidiaries that are Non-Note Parties pursuant to clause (h) above, does not exceed $25,000,000;

(j)Indebtedness of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (j), does not at any one time outstanding exceed $50,000,000;

(k)Indebtedness incurred pursuant to a Permitted Debt Offering so long as the aggregate principal amount of such Indebtedness, together with any Indebtedness outstanding pursuant to Section 9.6(f) in excess of $550,000,000, does not exceed the sum of (i) $100,000,000 plus (ii) an additional amount if, after giving pro forma effect to the incurrence of such additional amount, the Consolidated Secured Leverage Ratio calculated on a pro forma basis is equal to or less than 3.50:1.00 (assuming all such additional amounts were secured, whether or not so secured, and including for this purpose the full amount of draw with respect to any revolving credit facility (whether or not borrowed)); and

(l)with respect to any of the foregoing Indebtedness, any Guarantee of such Indebtedness given by a Note Guarantor.

Section 9.7Dispositions.  The Parent will not, and shall cause each Restricted Subsidiary not to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition unless such agreement includes an express condition precedent to closing that the Parent shall have obtained all requisite consents under this Agreement, except:

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(a)Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b)Dispositions of inventory in the ordinary course of business;

(c)Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)Dispositions of property by the Company or any Note Guarantor to any other Note Guarantor or to the Company;

(e)[Reserved];

(f)Dispositions permitted by Section 9.2;

(g)Dispositions of property having a Fair Market Value of $15,000,000 or less in any single transaction or series of related transactions;

(h)Dispositions by the Company, any Restricted Subsidiary or any Note Guarantor, in each case on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; and

(i)Dispositions by the Company and the Note Guarantors not otherwise permitted under this Section 9.7; provided that:

(i)at the time of such Disposition, no Default shall exist or would result from such Disposition;

(ii)the Parent or the applicable Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the property subject to such Disposition;

(iii)at least 75% of such consideration consists of cash or Cash Equivalents; provided that with respect to this clause (iii):

(A)the assumption of Indebtedness of Parent or a Restricted Subsidiary which is not subordinated to the Obligations shall be deemed to be Cash Equivalents if Parent, such Restricted Subsidiary and all other Restricted Subsidiaries, to the extent any of the foregoing are liable with respect to such Indebtedness, are expressly released from all liability for such Indebtedness by the holder thereof in connection with such Disposition;

(B)any securities or notes received by Parent or such Restricted Subsidiary, as the case may be, from such transferee that are converted by Parent or such Restricted Subsidiary into cash or Cash

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Equivalents within 30 days of the date of such Disposition shall be deemed to be Cash Equivalents;

(C)any Designated Non-Cash Consideration received in respect of such Disposition shall have an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $20,000,000, with the Fair Market Value of each item of Designated Non-Cash Consideration measured at the time received and without giving effect to subsequent changes in value; and

(D)the Net Cash Proceeds of such Disposition are applied in accordance with Section 7.7.

Section 9.8Restricted Payments.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)each Restricted Subsidiary may make Restricted Payments to Parent and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to Parent and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests);

(b)Parent and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person;

(c)Parent and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests;

(d)a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent held by any future, present or former employee, director or consultant of the Parent, any of its Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10,000,000 in any calendar year);

(e)Parent may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to

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acquire any such shares for cash, and the Parent and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as:

(i)no Default or Event of Default shall be continuing or would be caused thereby,

(ii)after giving pro forma effect to the making of such Restricted Payment, the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis as of the most recently ended fiscal quarter would not exceed 3.25 to 1.00,

(iii)after giving pro forma effect thereto, the Company would be in compliance with Section 9.11, calculated on a Pro Forma Basis, and

(iv)the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (i) $20,000,000 and (ii) the Available Amount.

(f)Parent may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 9.8;

(g)Parent may redeem or repurchase any Equity Interest or Indebtedness of the Parent or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by Parent or any Affiliate of Parent);

(h)if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or

(i)if necessary in the reasonable, good faith judgment of the board of directors of Parent, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of Parent and its Subsidiaries, taken as a whole, or would restrict the ability of Parent or any of its Subsidiaries to conduct business in any gaming jurisdiction;

(j)Parent may make cash payments in lieu of fractional shares issuable as dividends on its Equity Interests; and

(k)Parent and each Restricted Subsidiary may make any Restricted Payment required in connection with the Transactions and the fees and expenses related thereto.

Section 9.9Negative Pledges and Other Contractual Restrictions.  The Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, enter into any Contractual Obligation (other than this Agreement or any other Note Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Company or any Note Guarantor or to otherwise transfer property to the Company or any Note Guarantor, (ii) of Parent or any Restricted Subsidiary to Guarantee the Obligations of the Note Parties under the Note Documents or (iii) of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations of the

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Note Parties under the Note Documents; provided, however, that this clause (iii) shall not prohibit any Contractual Obligation in an agreement evidencing Indebtedness permitted under any of Section 9.6(c) or (e) solely to the extent any such Contractual Obligation relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, other than any Lien that would be permitted under Section 9.4.

Section 9.10Amendment of Material Documents.  The Parent shall not, and shall not permit any Restricted Subsidiary to, amend or otherwise modify (a) any of its Organization Documents, (b) any term or condition of any Indebtedness required to be subordinated in right of payment to the Obligations or (c) any term or condition of any Contractual Obligation, in each case, in a manner that would be materially adverse to the Holders or that would reasonably be expected to cause a Material Adverse Effect.

Section 9.11Financial Covenant.  After the Closing Date and beginning with the first fiscal quarter ending after the Closing Date, the Parent shall not permit the Consolidated Secured Leverage Ratio on the last day of any Test Period set forth below to be greater than the ratio set forth below opposite such period:

Four Fiscal Quarters Ending	Maximum Consolidated Secured Leverage Ratio
June 30, 2015	5.25 to 1.0
September 30, 2015	5.00 to 1.0
December 31, 2015	4.75 to 1.0
March 31, 2016	4.75 to 1.0
June 30, 2016	4.50 to 1.0
September 30, 2016	4.50 to 1.0
December 31, 2016	4.25 to 1.0
March 31, 2017	4.25 to 1.0
June 30, 2017	4.25 to 1.0
September 30, 2017	4.25 to 1.0
December 31, 2017	4.00 to 1.0
March 31, 2018	4.00 to 1.0
June 30, 2018	4.00 to 1.0
September 30, 2018	4.00 to 1.0
December 31, 2018	3.75 to 1.0
March 31, 2019	3.75 to 1.0
June 30, 2019	3.75 to 1.0
September 30, 2019	3.75 to 1.0
December 31, 2019 and each fiscal quarter thereafter	3.50 to 1.0

Section 9.12Accounting Changes.  The Parent shall not, and shall not permit any Restricted Subsidiary to, make any change in (a) accounting policies or reporting

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practices, except as required by GAAP or to conform to the accounting policies or reporting practices of Parent, or (b) fiscal year.

ARTICLE X

EVENTS OF DEFAULT.

Any of the following shall constitute an Event of Default (each, an “Event of Default”):

(a)Non-Payment.  The Parent or any other Note Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Note, (ii) within five Business Days after the same becomes due, any interest on any Note, or any fee due hereunder, or (iii) within five Business Days after demand therefor in accordance with the terms hereof, any other amount payable hereunder or under any other Note Document; or

(b)Specific Covenants.  (i) The Parent fails to perform or observe any term, covenant or agreement contained in Sections 8.5(a), 8.8(a) (solely with respect to the Company) or 8.13 or Article IX of this Agreement or (ii) the Note Parties shall have failed to create and perfect (including obtaining any necessary authorization or approval from any Gaming Authority) a first priority lien in favor of the Collateral Agent for the benefit of the Secured Parties in the Nevada Gaming Pledged Equity on or prior to September 1, 2015; provided that no Event of Default shall occur under this clause (ii) to the extent that such creation and perfection has not occurred solely as a result of a delay by any Gaming Authority in issuing any necessary authorization or approval so long as the Note Parties are pursuing the receipt of such authorization or approval and the Note Parties are timely providing all required and requested information to such Gaming Authorities; provided further that notwithstanding the foregoing an Event of Default shall occur pursuant to this clause (ii) if at any time the Gaming Authorities issue a final nonappealable denial of any such authorization or approval.

(c)Other Defaults.  Any Note Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Note Document on its part to be performed or observed and such failure continues for 30 days after notice shall have been given to the Parent by any Holder or the Collateral Agent; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Parent or any other Note Party herein, in any other Note Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default.  (i) The Parent or any Restricted Subsidiary (A) fails to make any payment when due after giving effect to any applicable notice and cure periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and

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Indebtedness under Swap Contracts) 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) in an amount equal to or greater than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case after giving effect to any applicable notice and cure periods, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or any Indebtedness consisting of a Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) any counterparty under Swap Contract terminates such Swap Contract as a result of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Parent or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Parent or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent or such Restricted Subsidiary as a result thereof is equal to or greater than the Threshold Amount and the Company or such Restricted Subsidiary, as the case may be, has not paid such Swap Termination Value within 30 days of the due date thereof, unless such termination or such Swap Termination Value is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP have been provided or (iii) (A) a “Client Event of Default” (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 and be continuing under the Vault Cash Agreement or (B) Parent or any of its Restricted Subsidiaries 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, in each case, 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 all or substantially all Vault Cash from the ATMs or (C) the Vault Cash Agreement shall be amended, modified, supplemented or replaced, or shall fail to be replaced upon the termination thereof or shall be replaced on substantially modified terms from the then existing Vault Cash Agreement, in each case pursuant to this clause (iii), if the effect thereof could be reasonably likely to have a Material Adverse Effect; or

(f)Insolvency Proceedings, Etc.  The Company, any Note Guarantor or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment

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continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) The Parent or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 90 calendar days after its issue or levy; or

(h)Judgments.  There is entered against the Company, any Note Guarantor or any Significant Subsidiary a final judgment or order for the payment of money in an aggregate amount equal to or greater than the Threshold Amount (to the extent not covered by independent third-party insurance of a solvent insurer and as to which the insurer does not dispute coverage) and either (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Parent to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount or (ii) Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA that could reasonably be expected to result in liability of Parent in an aggregate amount in excess of the Threshold Amount; or

(j)Invalidity of Note Documents.  Any Note Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations of the Note Parties under the Note Documents, ceases to be in full force and effect; or any Lien purported to be created by any Collateral Document in favor of the Collateral Agent on a material portion of the Collateral for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations of the Note Parties under the Note Documents, ceases to be in full force and effect or ceases to give the Collateral Agent, for the benefit of the Secured Parties, the Liens purported to be created and granted under such Collateral Document (including a perfected first priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Collateral Document)) in favor of the Collateral Agent,; or any Note Party or any other Person contests in any manner the validity or enforceability of any Note Document; or any Note Party denies that it has any or further liability or obligation under any Note Document, or purports to revoke, terminate or rescind any Note Document.

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ARTICLE XI

REMEDIES ON DEFAULT, ETC.

Section 11.1Remedies Upon Event of Default.  Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs and is continuing, the Collateral Agent shall, at the request of the Required Holders, take any or all of the following actions:

(a)declare the unpaid principal amount of all outstanding Notes, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Note Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; and

(b)exercise on behalf of itself and the Holders all rights and remedies available to it and the Holders under the Note Documents or applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code, the unpaid principal amount of all outstanding Notes and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Collateral Agent or any Holder.  Without limiting the generality of the other provisions of this Agreement, but subject in all respects to the other provisions of this Article XI, the appointment of the Collateral Agent to exercise rights and remedies on behalf of the Holders, including upon and at the direction of the Required Holders, shall be applicable, whether inside or outside of any Insolvency or Liquidation Proceeding (including any Bankruptcy Case).  Without limiting the generality of the foregoing, but subject in all respect to the other provisions of this Article XI, the Collateral Agent shall have the authority to act, and at the direction of the Required Holders, shall act on the behalf of the Required Holders in any case (a “Bankruptcy Case”) under the Bankruptcy Code, including with respect to any proposed post-petition financing (including with respect to the consensual subordination of any Lien on any property granted to or held by the Collateral Agent under any Note Document in connection with any such financing), any request for adequate protection, or any post-petition sales of assets outside of the ordinary course of business.

Upon any Notes becoming due and payable under this Section 11.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes plus (x) all accrued and unpaid interest thereon (including, but not limited to any default interest applicable under the applicable Note) and (y) the Applicable Premium determined in respect of such principal amount (to the fullest extent permitted by applicable Law) shall all be immediately due and payable, in each and every case without presentment, demand, protect or further notice, all of which are hereby waived.  The Company acknowledges, and the parties hereto agree, that each Holder has the right to maintain its investment in the Notes free from repayment by the Company (except as specifically provided for herein) and that the provision for payment of the Applicable Premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances.

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Section 11.2Application of Funds.  Subject to the terms of the Intercreditor Agreement, after the exercise of remedies provided for in Section 11.1 (or with respect to any payment or distribution received after any Notes have become immediately due and payable as set forth in Section 11.1), any amounts received on account of the Obligations of the Note Parties under the Note Documents shall be applied by the Collateral Agent in the following order:

First, to payment of that portion of the Obligations of the Note Parties under the Note Documents constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations of the Note Parties under the Note Documents constituting fees, indemnities and other amounts (other than principal, interest or Applicable Premiums) payable to the Holders (including Attorney Costs to the respective Holders), in each case arising under the Note Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations of the Note Parties under the Note Documents constituting accrued and unpaid interest on the Notes, Applicable Premiums and other Obligations of the Note Parties under the Note Documents (other than principal), ratably among the Holders;

Fourth, to the payment of the portion of the Obligations of the Note Parties under the Note Documents constituting unpaid principal of the Notes then owing under the Note Documents, ratably among the Holders; and

Last, the balance, if any, after all of the Obligations of the Note Parties under the Note Documents have been indefeasibly paid in full, to the Company or as otherwise required by Law.

Section 11.3Reinstatement.  In the event that any of the Obligations of the Note Parties under the Note Documents shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the United States Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article XI shall be fully applicable thereto until all such Obligations shall again have been paid in full in cash.

ARTICLE XII

REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 12.1Registration of Notes.  The Company shall keep at its principal executive office a register for the registration of transfers of Notes and the principal and

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stated interest due thereon.  The name and address of each Holder, each transfer of the Notes and the name and address of each transferee of one or more Notes shall be registered in such register.  Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any Holder that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders.

Section 12.2Transfer and Exchange of Notes.  Upon surrender of any Note or Notes to the Company at the address and to the attention of the designated officer (all as specified in Article XVII(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit A.  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Subject to the making of PIK Payments, Notes shall not be transferred or exchanged in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000.  PIK Payments on the Notes will be made in denominations of $1.00 and any integral multiple of $1.00 in excess thereof.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.  For the avoidance of doubt, any Holder shall have the right from time to time, pursuant to the terms of this Section 12.2 to exchange one or more Notes (including any Notes representing PIK Payments) for one or more Notes in a denomination of no less than $100,000 for the purposes of combining such Notes into a Note representing the aggregate principal amount of such Notes (including any Notes representing PIK Payments).

Section 12.3Replacement of Notes.  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Article XVII(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $500,000,000 or a

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Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

ARTICLE XIII

PAYMENTS ON NOTES.

Section 13.1Place of Payment.  Subject to Section 13.2, payments of principal, Applicable Premium, if any, and interest becoming due and payable on the Notes shall be made in Las Vegas, Nevada at the principal office of the Company in such jurisdiction.  The Company may at any time, by notice to each Holder, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 13.2Home Office Payment.  So long as any Purchaser or its nominee shall be the Holder of a Note, and notwithstanding anything contained in Section 13.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Applicable Premium, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule I, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 13.1.  Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 12.2.  The Company will afford the benefits of this Section 13.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 13.2.

Section 13.3Taxes.  (a)  Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.  Any and all payments by or on account of any obligation of any Note Party under any Note Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Holders) require the deduction or withholding of any Tax from any such

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payment by a Note Party, then such Note Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

If any Note Party shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) such Note Party shall withhold or make such deductions as are determined by the Holders to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Note Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Note Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 13.3) the applicable Holder receives an amount equal to the sum it would have received had no such withholding or deduction been made.

If any Note Party shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Note Party, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Note Party, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Note Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 13.3) the applicable Holder receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)Payment of Other Taxes by the Company.  Without limiting the provisions of subsection (a) above, the Company shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of any Holder, timely reimburse it for the payment of, any Other Taxes.

(c)Tax Indemnifications.  The Company shall, and does hereby, indemnify each Holder, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 13.3) payable or paid by such Holder or required to be withheld or deducted from a payment to such Holder, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Company by any Holder shall be conclusive absent manifest error.

(d)Evidence of Payments.  After any payment of Taxes by the Company to a Governmental Authority as provided in this Section 13.3, the Company shall deliver to the relevant Holder, the original or a certified copy of a receipt issued by such Governmental

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Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the relevant Holder.

(e)Status of Holders; Tax Documentation.  Any Holder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to the Company, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Holder, if reasonably requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such Holder is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 13.3(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in such Holder’s reasonable judgment such completion, execution or submission would subject such Holder to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Holder.

Without limiting the generality of the foregoing, in the event that the Company is a U.S. Person,

(i)any Holder that is a U.S. Person shall deliver to the Company on or prior to the date on which such holder becomes a Holder under this Agreement (and from time to time thereafter upon the reasonable request of the Company), executed originals of IRS Form W-9 certifying that such Holder is exempt from U.S. federal backup withholding tax;

(ii)any Foreign Holder shall, to the extent it is legally entitled to do so, deliver to the Company (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Holder becomes a Holder under this Agreement (and from time to time thereafter upon the reasonable request of the Company), whichever of the following is applicable:

(A)in the case of a Foreign Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Note Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B)executed originals of IRS Form W-8ECI;

(C)in the case of a Foreign Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate

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substantially in the form of Exhibit F-1 to the effect that such Foreign Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or

(D)to the extent a Foreign Holder is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Holder is a partnership and one or more direct or indirect partners of such Holder are claiming the portfolio interest exemption, such holder may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(iii)if a payment made to any Holder under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Holder shall deliver to the Company at the time or times prescribed by law and at such time or times reasonably requested by the Company such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under FATCA and to determine that such Holder has complied with such Holder’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Purchaser agrees that if any form or certification it previously delivered pursuant to this Section 13.3 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company in writing of its legal inability to do so.

(f)Treatment of Certain Refunds.  If any Holder determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Company or with respect to which the Company has paid additional amounts pursuant to this Section 13.3, it shall pay to the Company an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Company under this Section 13.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Holder, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Company, upon the request of the Holder, agrees to repay the amount paid over to the Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Holder in the event the Holder is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in

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no event will the applicable Holder be required to pay any amount to the Company pursuant to this subsection the payment of which would place the Holder in a less favorable net after-Tax position than such Holder would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This subsection shall not be construed to require any Holder to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Company or any other Person.

(g)Survival.  Each party’s obligations under this Section 13.3 shall survive any assignment of rights by, or the replacement of, any Holder and the repayment, satisfaction or discharge of all other Obligations under the Note Documents.

Section 13.4PIK Payments.  (a)  So long as no Nevada Pledged Equity Delay Event has occurred, in connection with the payment of PIK Interest in respect of the Notes, the Company may, upon compliance with the conditions set forth in the Notes, without the consent of any of the Holders, elect to issue additional certificated Notes (“PIK Notes”) under this Agreement on the same terms and conditions as the Notes issued on the Closing (in each case, a “PIK Payment”).  In the event that the Company shall be entitled to pay PIK Interest in respect of the Notes, then the Company shall deliver a written notice to each of the Holders not less than thirty (30) days prior to the Interest Payment Date on which intends to pay such PIK Interest, which notice shall state the total amount of interest to be paid on the applicable Interest Payment Date and the amount of such interest to be paid as PIK Interest.  If no such notice is delivered by the Company prior to such date, the Company shall be deemed to have elected to make such payment in cash.

(b)At the Company’s option, any PIK Interest on the Notes may be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest payable on the applicable Interest Payment Date.  Any PIK Note issued will be dated the applicable Interest Payment Date and will bear interest from and after such date.

ARTICLE XIV

EXPENSES, ETC.

Section 14.1Transaction Expenses.  (a)  Costs and Expenses.  The Company and the Purchasers shall bear their own expenses in connection with the development, preparation, negotiation and execution of this Agreement and the other Note Documents provided that the Company shall be responsible for all costs and expenses of the Collateral Agent incurred in connection therewith.  The Company agrees (i) to pay or reimburse the Holders and the Collateral Agent for all reasonable costs and expenses incurred in connection with 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 administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (ii) to pay or reimburse the Purchasers and the Collateral Agent for all reasonable, documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Note Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect

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of the Obligations of the Note Parties under the Note Documents and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (iii) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Holder for all reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the 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 Purchasers and the Collateral Agent and the cost of independent public accountants and other outside experts retained by the Holders and the Collateral Agent.  All amounts due under this Section 14.1 shall be payable within ten Business Days after demand therefor.  The agreements in this Section 14.1 shall survive the repayment of all Obligations of the Note Parties under the Note Documents.

(b)Indemnification by the Company.  The Company shall indemnify the Collateral Agent and each Holder, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses (including the fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or any other Note Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Note Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Note or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned, leased or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent or any of its Subsidiaries, 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, whether brought by a third party or by the Company or any other Note Party or any of the Company’s or such Note Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses 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.  In connection with any claim for indemnification pursuant to this Agreement by more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel selected by the Indemnitees; provided that if such legal counsel or any Indemnitee determines in good faith that representing all such Indemnitees is reasonably likely to result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee shall be entitled to separate representation.  The obligations of the Company under this Section 14.1(b) shall survive the satisfaction and

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discharge or termination for any reason of this Agreement or the resignation or removal of the Collateral Agent.

(c)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, no Note Party shall assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Note Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Note or the use of the proceeds thereof irrespective of whether such Indemnitee has been advised of the likelihood of such loss or damage and regardless of the form of action.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Note Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d)Payments.  All amounts due under this Section 14.1 shall be payable not later than ten (10) Business Days after demand therefor.

(e)Survival.  The agreements in this Section 14.1 shall survive the resignation of the Collateral Agent, the replacement of any Holder and the repayment, satisfaction or discharge of all the other Obligations under the Note Documents.

ARTICLE XV

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Holder or any other Holder.  All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement or any other Note Document shall be deemed representations and warranties of the Parent or the Company, as applicable, under this Agreement.  Subject to the preceding sentence, this Agreement, the Notes and the other Note Documents embody the entire agreement and understanding between each Holder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

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ARTICLE XVI

AMENDMENT AND WAIVER.

Section 16.1Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Note Document, and no consent to any departure by the Company or any other Note Party therefrom, shall be effective unless in writing signed by each of the Required Holders and the Company or the applicable Note Party, as the case may be, and acknowledged by the Collateral Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)increase the purchase obligation of any Purchaser without the written consent of such Purchaser;

(b)postpone any date fixed by this Agreement, any Note or any other Note Document for any payment of principal, interest, fees or other amounts (including Applicable Premium) due to any Holder without the written consent of such Holder;

(c)reduce or forgive the principal of, or the rate of interest specified in any Note or here to be applicable in respect of any Note, any fees or other amounts payable (including any Applicable Premium) hereunder or under any other Note Document without the written consent of each Holder directly affected thereby;

(d)change (A) Section 11.2 without the written consent of each Holder or (B) any other provision of Article XI (other than Section 11.1) in any manner that materially and adversely affects a Holder;

(e)change (i) any provision of this Article XVI or the definitions of “Required Holders,” or any other provision hereof or in any other Note Document specifying the number or percentage of Holder 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 Holder;

(f)amend any provision of the Intercreditor Agreement or any Collateral Document in a manner that materially and adversely affects the Holders without the consent of each Holder;

(g)release all or substantially all of the Note Guarantors from the Note Guaranty without the written consent of each Holder;

(h)release all or substantially all of the Collateral without the written consent of each Holder; or

(i)amend, waive or modify any provision of Articles I, II, III or IV without the written consent of each Purchaser;

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provided further that, no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent affect the rights or duties of the Collateral Agent under this Agreement or any other Note Document.

Without the consent of any other Person, the applicable Note Party or Parties and the Collateral Agent may (or shall, to the extent required by any Note Document) enter into any amendment or waiver of any Note Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.

Section 16.2Solicitation of Holders of Notes.

(a)Solicitation.  The Company will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any other Note Document.  The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Article XVI to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders.

(b)Payment.  The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder who consents to such waiver or amendment.

Section 16.3Binding Effect, etc.  Any amendment or waiver consented to as provided in this Article XVI applies equally to all Holders and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder or the Collateral Agent.

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ARTICLE XVII

NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by facsimile, or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

(i)if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule I, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)if to any other Holder, to such Holder at such address as such other Holder shall have specified to the Company in writing, or

(iii)if to the Company, to the Company at 7250 South Tenaya Way, Suite 100, Las Vegas, NV 89113, Attention: Chief Financial Officer, or at such other address as the Company shall have specified to the Holder in writing.

Notices under this Article XVII will be deemed given only when actually received.

ARTICLE XVIII

REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by applicable Law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Article XVII shall not prohibit the Company, the Parent, the Collateral Agent or any other Holder from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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ARTICLE XIX

CONFIDENTIAL INFORMATION.

For the purposes of this Article XIX, “Confidential Information” means all information delivered to any Holder by or on behalf of the Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Note Document, provided that such term does not include information that (a) was publicly known or otherwise known to such Holder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Holder or any Person acting on such Holder’s behalf, (c) otherwise becomes known to such Holder other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Holder under Section 8.19 that are otherwise publicly available.  Each Holder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Holder in good faith to protect confidential information of third parties delivered to such Holder, provided that such Holder may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Article XIX, (iii) any other Holder, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Article XIX), (v) any Person from which it offers to purchase any security of any Note Party (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Article XIX), (vi) any federal or state regulatory authority having jurisdiction over such Holder, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Holder’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Holder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Holder is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Holder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Holder’s Notes and this Agreement and the other Note Documents.  Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Article XIX as though it were a party to this Agreement.  On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Article XIX.

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ARTICLE XX

SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Article VI.  Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Article XX), shall be deemed to refer to such Affiliate in lieu of such original Purchaser.  In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Article XX), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder under this Agreement.

ARTICLE XXI

COLLATERAL.

Section 21.1Collateral Documents.  The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (including Applicable Premium) and interest on the Notes and payment and performance of all other Obligations of the Note Party under the Note Documents, shall be secured by a pledge of a first priority perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and the Holders as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations under the Note Documents, subject to the terms of the Intercreditor Agreement. The Company hereby acknowledges and agrees that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor Agreement.  Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith.  The Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 21.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any

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part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement, of the Notes and the other Note Documents secured hereby, according to the intent and purposes herein expressed. The Parent and the Company shall, and shall cause the Subsidiaries of the Parent to, take any and all actions and make all filings (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Note Parties under the Note Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral, for which such a security interest can be created and maintained by performing such actions or making such filings (subject to the terms of the Intercreditor Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Section 21.2Release of Collateral.  Each Holder, irrevocably authorizes the Collateral Agent,

(a)to release any Lien on any property granted to or held by the Collateral Agent under any Collateral Document (i) upon repayment in full of all Obligations of the Note Parties under the Note Documents (other than contingent indemnification obligations), (ii) that constitutes Excluded Assets (as defined in the Note Security Agreement) as a result of a transaction permitted by this Agreement, (iii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Note Document, in each case to a Person that is not a Note Party, or (iv) if approved, authorized or ratified in writing by the Required Holders;

(b)to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 9.4(e) to the extent the holder of such Lien requires that the Lien of the Collateral Agent on such property be so subordinated;

(c)to release any Note Guarantor from its obligations under the Note Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Note Documents; and

(d)to release any Note Guarantor from its obligations under the Note Guaranty as a result of a corporate restructuring of the Company and its Subsidiaries so long as after giving effect thereto each Person that is required to be a Note Guarantor pursuant to the terms hereof becomes or continues to be a Note Guarantor.

Upon request by the Collateral Agent at any time, the Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Note Guarantor from its obligations under the Note Guaranty pursuant to this Section 21.2.  In each case as specified in this Section 21.2, the Collateral Agent will, at the Parent’s expense and upon receipt of a certificate from a Responsible Officer of the Parent (upon which the Collateral Agent may conclusively rely), execute and deliver to the applicable Note Party such documents as such Note Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral

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Documents or to subordinate its interest in such item, or to release such Note Guarantor from its obligations under the Note Documents, in each case in accordance with the terms of the Note Documents and this Section 21.2.  The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Note Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Holders for any failure to monitor or maintain any portion of the Collateral.

At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and any Holder has delivered notice of acceleration to the Collateral Agent pursuant to Section 11.1 of this Agreement, no release of Collateral pursuant to the provisions of this Agreement or the Collateral Documents shall be effective as against the Holders, except as otherwise provided in the Intercreditor Agreement.

Section 21.3Suits to Protect the Collateral.Subject to the Collateral Documents and the Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may take all actions in order to:

(a)enforce any of the terms of the Collateral Documents; and

(b)collect and receive any and all amounts payable in respect of the Obligations of the Note Parties under the Note Documents hereunder.

Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Collateral Agent shall have power to institute and to maintain such suits and proceedings necessary to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Agreement, and such suits and proceedings necessary to preserve or protect its interests and the interests of the Holders in the Collateral.  Nothing in this Section 21.3 shall be considered to impose any such duty or obligation to act on the part of the Collateral Agent.

Section 21.4Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Agreement.  Subject to the provisions of the Intercreditor Agreement, the Collateral Agent is authorized to receive any funds for the benefit of the Secured Parties distributed under the Collateral Documents, and to make further distributions of such funds to the Secured Parties according to the provisions of this Agreement.

Section 21.5Purchaser Protected.  In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article XXI to be sold be under any obligation to ascertain or inquire into the authority of the Company or the applicable Note Guarantor to make any such sale or other transfer.

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Section 21.6Powers Exercisable by Receiver or Trustee.  In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article XXI upon the Company or a Note Guarantor with respect to the release, sale or other disposition of such property may, with prior written notice to the Company or such Note Guarantor, be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Note Guarantor or of any Officer or Officers thereof required by the provisions of this Article XXI.

Section 21.7Collateral Agent.  (a)  Each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Agreement, the Collateral Documents and the Intercreditor Agreement and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement, the Collateral Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms.  The Collateral Agent agrees to act as such on the express conditions contained in this Section 21.7.  The provisions of this Section 21.7 are solely for the benefit of the Collateral Agent and none of the Holders nor any of the Note Parties shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 21.3.  Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Agreement, the Intercreditor Agreement and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders.  Notwithstanding any provision to the contrary contained elsewhere in this Agreement, the Collateral Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with any Holder or any Note Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Collateral Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Collateral 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)The Collateral Agent may perform any of its duties under this Agreement, the Collateral Documents or the Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel at the

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expense of the Note Parties concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with reasonable care.

(c)None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Note Document or the transactions contemplated hereby (except for its own gross negligence, willful misconduct or bad faith) or under or in connection with any Note Document or the transactions contemplated thereby (except for its own gross negligence, willful misconduct or bad faith), or (ii) be responsible in any manner to any of any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any other Note Party or Affiliate of any Note Party, or any Officer or Related Person thereof, contained in this Agreement or any other Note Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Note Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Note Document, or for any failure of any Note Party or any other party to this Agreement or any other Note Document to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Note Documents or to inspect the properties, books, or records of any Note Party or any Note Party’s Affiliates.

(d)The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication or document 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, without limitation, counsel to the Company or any other Note Party), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document.  The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Note Document (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to applicable law or any of the Collateral Documents or any other agreement referred to herein or therein, (ii) if such action is not provided for in this Agreement or any other Note Document, (iii) if, in connection with the taking of any such action hereunder or under any of the Note Documents that would constitute an exercise of remedies hereunder or under any of the Note Documents it shall not first be indemnified to its satisfaction by the Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (iv) if, notwithstanding anything to the contrary contained in this Agreement or any other Note Document, in connection with the taking of any such action that would constitute a payment due under any agreement or document,

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it shall not first have received from the Holders or the Note Parties funds equal to the amount payable. Whenever reference is made in this Agreement or any other Note Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement or any other Note Document if it shall not first have received from the Holders or the Note Parties funds equal to the amount payable. Whenever reference is made in this Agreement or any other Note Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Holders (acting in accordance with this Agreement and other Note Documents, with such direction to be binding upon all of the Holders), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

(e)The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from any Holder or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”  The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by any Holder in accordance with Article XI or Required Holders (subject to this Section 21.7).

(f)The Collateral Agent may resign as Collateral Agent at any time upon at least 60 day’s written notice to the Holders and the Note Parties (which may be extended up to an additional 90 days upon reasonable request by the Note Parties) and may be removed at any time with or without cause by the Required Holders, with any such resignation or removal to become effective only upon the appointment of a successor Collateral Agent under this Section and receipt of any required approval of such appointment by the Gaming Authorities where applicable.  If the Collateral Agent shall provide notice of its resignation or be removed as Collateral Agent, then the Required Holders or the Company may (and if no such successor shall have been appointed within 45 days of the Collateral Agent’s date of notice of resignation or removal, the Collateral Agent or the Company may) appoint a successor Collateral Agent which successor agent shall, in the case of any appointment by the Collateral Agent, be reasonably acceptable to Required Holders, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent and shall execute and deliver to the

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successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of the Note Parties).  After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Agreement and the other Note Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.  In the event that a successor Collateral Agent is not appointed within the time period specified in this Section following the provision of a notice of resignation or removal of the Collateral Agent, the Collateral Agent, the Company or any other Secured Party representing at least 10% of the outstanding principal amount of the Notes may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at the joint and several expense of the Note Parties).  Upon providing its notice of resignation as provided herein, the Collateral Agent shall have no obligation with respect to, or liability for failure to, seek or obtain gaming licenses, seek or obtain gaming regulatory approvals, or comply with any conditions imposed by a Gaming Authority.  In the event that the Collateral Agent is required to acquire title to an asset, or take any managerial action of any kind in regard thereto, in order to perform any obligation under any Collateral Document, which in the Collateral Agent’s sole determination may cause the Collateral Agent to incur potential liability under any environmental law, the Collateral Agent reserves the right, instead of taking such action, to resign as the Collateral Agent.

(g)Except as otherwise explicitly provided herein or in the Other Note Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

(h)The Collateral Agent is authorized and directed to (i) enter into the Note Documents to which it is party, whether executed on or after the Closing Date, (ii) enter into the Intercreditor Agreement, (iii) make the representations of the Holders set forth in the Collateral Documents and Intercreditor Agreement, (iv) bind the Holders on the terms as set forth in the Collateral Documents and the Intercreditor Agreement and (v) perform and observe its obligations under the Collateral Documents to which it is a party and the Intercreditor Agreement.

(i)The Collateral Agent is each Holder’ agent for the purpose of perfecting the Secured Parties’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession.  Should any Holder obtain possession of any such Collateral, upon request from the Company, such Holders shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

(j)The Collateral Agent shall have no obligation whatsoever to any of the Holders to assure that the Collateral exists or is owned by any Note Party or is cared for,

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protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Note Party’s property constituting collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Agreement, or any Other Note Document other than pursuant to the instructions of the Required Holders or as otherwise provided in the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the any Holder as to any of the foregoing.

(k)If the Company or any Note Guarantor (i) incurs any obligations in respect of First Lien Obligations at any time when no Intercreditor Agreement is in effect or at any time when Indebtedness constituting First Lien Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate and Opinion of Counsel so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement) in favor of a designated agent or representative for the holders of the First Lien Obligations so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Collateral Agent and its counsel), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

(l)If the Company or any Note Guarantor incurs any obligations secured on a junior priority basis to the Notes and delivers to the Collateral Agent an Officers’ Certificate and Opinion of Counsel so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on terms that are customary for such financings as determined by the Company in good faith reflecting the subordination of such Liens to the Liens securing the Obligations under the Note Documents) in favor of a designated agent or representative for the holders of the Indebtedness, which is secured on a junior priority basis to the Obligations under the Note Documents, so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

(m)No provision of this Agreement, or any other Note Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders if it shall not have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto.  Notwithstanding anything to the contrary contained in this Agreement or any other Note Document in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to

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acquire title, control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability.  The Collateral Agent shall at any time be entitled to cease taking any action described in this paragraph (m) if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

(n)The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Agreement or any other Note Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Company (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act.

(o)The Collateral Agent shall  not incur any liability for any delay or failure to perform any act or fulfill any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

(p)The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Company or any other Note Party under this Agreement or any other Note Document.  The Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in any of the Note Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Note Document; the execution, validity, genuineness, effectiveness or enforceability of any other Note Document of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations of the Note Parties under the Note Documents; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under this Agreement or any other Note Document.  The

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Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Agreement, or any other Note Document, or the satisfaction of any conditions precedent contained in this Agreement or any other Note Document.  The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Agreement, or any other Note Document unless expressly set forth hereunder or thereunder.  The Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the administration of the Note Documents.

(q)The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Agreement, or any other Note Document or any actions taken pursuant hereto or thereto.  Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Agreement, or any other Note Document, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral.

(r)Upon the receipt by the Collateral Agent of a written request of the Company signed by one Officer of the Company (a “Collateral Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder, any Collateral Document in form satisfactory to the Collateral Agent to be executed after the Closing Date.  Such Collateral Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Collateral Document Order referred to in, this Section 21.7(r), and (ii) instruct the Collateral Agent to execute and enter into such Collateral Document.  Any such execution of a Collateral Document shall be at the direction and expense of the Company, upon delivery to the Collateral Agent of an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Collateral Document have been satisfied.  The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Collateral Documents.  The Collateral Agent shall have no liability with respect to signing such document presented to it in accordance with this paragraph.

(s)Subject to the provisions of the applicable Collateral Documents and the other Note Documents, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute and deliver the Intercreditor Agreement, the Note Guaranty and the Collateral Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof.  For the avoidance of doubt, the Collateral Agent shall have no discretion under this Agreement or the other Note Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Required Holders.

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(t)After the occurrence of an Event of Default, the Required Holders may direct the Collateral Agent in connection with any action required or permitted by this Agreement or any other Note Document.

(u)The Collateral Agent is authorized to receive any funds for the benefit of itself and the Secured Parties distributed under the Collateral Documents or the Intercreditor Agreement and to the extent not prohibited under the Intercreditor Agreement, to make further distributions of such funds to itself and the Holders in accordance with the provisions of Section 11.2 hereof and the other provisions of this Agreement.

(v)Subject to the terms of the Collateral Documents, in each case that the Collateral Agent may or is required hereunder or under any other Note Document to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any other Note Document, the Collateral Agent will only do so upon direction and receiving indemnity satisfactory to it from the Required Holders. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Required Holders.  Subject to the terms of the Collateral Documents, until the Collateral Agent receives direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collateral Agent shall have received direction from the Required Holders, and the Collateral Agent shall not incur liability to any Person by reason of so refraining.

(w)The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Notes. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Loan Document) and such responsibility shall be solely that of the Note Parties.

(x)Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Company or the Note Guarantors, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 4.4.  The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(y)Notwithstanding anything to the contrary contained herein, the Collateral Agent shall act pursuant to the instructions of the Holders solely with respect to the Collateral Documents, the Note Guaranty, the Intercreditor Agreement and the Collateral.

(z)The Company shall pay compensation to, reimburse expenses of and indemnify the Collateral Agent in accordance with Section 14.1(b).

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(aa)In connection with any actions taken pursuant to this Agreement or any other Note Document, the Collateral Agent shall also be entitled to all rights, protections and immunities granted to it under the Note Documents.  In the event of any conflict relating to such rights, protections or immunities, the terms of the Note Security Agreement shall govern.

Section 21.8Designations.  Except as provided in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreement requiring the Company to designate Indebtedness for the purposes of the term “First Lien Obligations,” or any other such designations hereunder or under the Intercreditor Agreement, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Company by an Officer and delivered to the Holders and the Collateral Agent. For all purposes hereof and the Intercreditor Agreement, the Company hereby designate the Obligations pursuant to this agreement as “First Priority Obligations” or hereunder as “First Lien Obligations.”

Section 21.9No Impairment of the Security Interests.  Except as otherwise permitted under this Agreement and the other Note Documents, neither the Company nor any of the Note Guarantors will be permitted to take any action, or knowingly omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Collateral Agent and the Holders.

ARTICLE XXII

MISCELLANEOUS.

Section 22.1Successors and Assigns.  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not.

Section 22.2Payments Due on Non-Business Days.  Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 7.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Applicable Premium or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 22.3Accounting Terms.  All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP.

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Section 22.4Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.5Construction, etc.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

Section 22.6Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 22.7Governing Law; Jurisdiction; Etc.  (a)  GOVERNING LAW.  THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT (EXCEPT, AS TO ANY OTHER NOTE DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION.  EACH OF THE COMPANY AND THE PARENT IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE COLLATERAL AGENT, ANY HOLDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT

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PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER NOTE DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AGAINST THE COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  THE COMPANY AND THE PARENT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 22.7.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN  Article XVII.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 22.8Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.8.

Section 22.9Collateral Documents; Intercreditor Agreement.  By their acceptance of the Notes, the Holders hereby authorize and direct the Collateral Agent to execute and deliver the Intercreditor Agreement and any other Note Documents in which the Collateral Agent is named as a party, including any Note Documents executed after the Closing Date.  It is hereby expressly acknowledged and agreed that, in doing so, Collateral Agent is (a) expressly

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authorized to make the representations attributed to the Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose.  Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under the Intercreditor Agreement, the Note Guaranty or any other Note Document, the Collateral Agent shall have all of the rights, immunities, indemnities and other protections granted to it under this Agreement and the Collateral Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements.

Section 22.10No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Note Document), the Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:  (i) (A) the arranging and other services regarding this Agreement provided by the Collateral Agent and the Holders are arm’s-length commercial transactions between the Company, and its Affiliates, on the one hand, and the Collateral Agent and the Holders, on the other hand, (B) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Note Documents; (ii) (A) the Collateral Agent and each Holder is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Company or any of its Affiliates, or any other Person and (B) neither the Collateral Agent nor any Holder has any obligation to the Company or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Note Documents; and (iii) the Collateral Agent and the Holders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its Affiliates, and neither the Collateral Agent nor any Holder has any obligation to disclose any of such interests to the Company or its Affiliates.  To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against the Collateral Agent or any Holder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 22.11ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Section 22.12Gaming Authority Cooperation.  Each of the Holders and the Collateral Agent agrees to use its commercially reasonable efforts to, at the request of the Company or the respective Gaming Authority, cooperate with the applicable Gaming Authority in connection with the administration of their regulatory jurisdiction over the Company and its Affiliates, including to the extent not inconsistent with the internal policies of such Company and any applicable legal or regulatory restrictions, the provision of such documents or other information as may be requested by any such Gaming Authority relating to the Company, any of

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its Affiliates or the Note Documents. Notwithstanding any other provision of this Agreement, the Company expressly authorizes, and will cause each other Note Party to authorize, the Collateral Agent and each Holder to cooperate with the applicable Gaming Authority as described above and releases the Collateral Agent and each Holder from any liability for any such cooperation or related disclosure.  Notwithstanding anything to the contrary, all actions taken by each Holder and the Collateral Agent pursuant to this Section 22.12 shall be at sole reasonable expense of the Company, who hereby agrees to reimburse all reasonable expenses incurred by each Holder and the Collateral Agent in connection with such actions.

Section 22.13Intercreditor Agreement.

Notwithstanding anything to the contrary in this Agreement or in any other Note Document:  (a) the Liens granted to the Collateral Agent in favor of the Secured Parties pursuant to the Note Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Intercreditor Agreement, (b) in the event of any conflict between the express terms and provisions of this Agreement or any other Note Document, on the one hand, and of the Intercreditor Agreement, on the other hand, the terms and provisions of the Intercreditor Agreement shall control, and (c) each Holder authorizes the Collateral Agent to execute the Intercreditor Agreement on behalf of such Holder, and such Holder agrees to be bound by the terms thereof.

Section 22.14Holders May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Holder, such holder shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other Obligations under the Note Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Holders (including any claim for the reasonable compensation, expenses, disbursements and advances of the Holders and their respective agents and counsel and all other amounts due the Holders under Section 14.1) allowed in such judicial proceeding; and

(b)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 Holder to make such payments to the other Holders.

Section 22.15USA PATRIOT Act.  In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), each Purchaser and the Collateral Agent are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the each Purchaser and the Collateral Agent. Accordingly, each of the parties agree to

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provide to the each Purchaser and the Collateral Agent, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the each Purchaser and the Collateral Agent to comply with Applicable Law.

*    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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GLOBAL CASH ACCESS, INC., as Company
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

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GLOBAL CASH ACCESS HOLDINGS, INC., as Parent
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:	DEUTSCHE BANK NATIONAL TRUST COMPANY
By:	/s/ Linda Reale
	Name:	Linda Reale
	Title:	Vice President
By:	/s/ Wanda Camacho
	Name:	Wanda Camacho
	Title:	Vice President

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This Agreement is hereby accepted and agreed to as of the date thereof.
	CPPIB CREDIT INVESTMENTS III INC.
	By:	/s/ Jim Fasano
		Name:	Jim Fasano
		Title:	Authorized Signatory
	By:	/s/ Mark Jenkins
		Name:	Mark Jenkins
		Title:	Authorized Signatory

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Schedule I

Global Cash Access, Inc.

Information Relating to Purchasers

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CPPIB CREDIT INVESTMENTS III INC.	$	335,000,000

(1)	All payments by wire transfer of immediately available funds to:
	Bank Name:	State Street Bank & Trust
		Co. Boston
	Bank Address:	State Street Trust Company Canada State Street Financial Centre 30 Adelaide Street East Suite 1100 Toronto, ON M5C 3G6 Canada
	BIC :	SBOSUS33
	ABA #:	011000028
	Beneficiary Account #:	10266963
	Account Name:	CPPIB Credit Investments III Inc.
	Fund:	VUBA
	Reference:	Global Cash Access, Inc.
	with sufficient information to identify the source and application of such funds.
(2)	All notices of payments and written confirmations of such wire transfers:
	One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 Canada Attn: Hung Jean / Joan Li Email: hjean@cppib.com / Joanli@cppib.com /

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	ciisettlements@cppib.ca Tel.: (416) 479-5798 / (416) 972-8812 Fax: (416) 868-0806
(3)	All other communications:
	One Queen Street East, Suite 2500
	Toronto, ON M5C 2W5
	Canada
	Attn: Marilia Bothamley
	Email: mbothamley@cppib.com / ciisettlements@cppib.com

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Schedule II

Part A — Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Action” has the meaning specified in Section 21.7(w).

“Additional Assets” means (a) any Property (other than cash, Cash Equivalents or securities) to be owned by the Parent, the Company or a Restricted Subsidiary and used in a business permitted by Section 9.3, (b) the costs of improving, restoring, replacing or developing any Property owned by the Parent, the Company or a Restricted Subsidiary which is used in a business permitted by Section 9.3 or (c) Investments in any other Person engaged primarily in a business permitted by Section 9.3 (including the acquisition from third parties of Equity Interests of such Person) as a result of which such other Person becomes a Restricted Subsidiary.

“Additional Agent” has the meaning specified in the Intercreditor Agreement.

“Additional Collateral Documents” has the meaning specified in the Intercreditor Agreement.

“Additional Credit Facilities” shall have the meaning specified in the Intercreditor Agreement.

“Additional Credit Facility Creditors” has the meaning specified in the Intercreditor Agreement.

“Additional Creditor” has the meaning specified in the Intercreditor Agreement.

“Additional Documents” has the meaning specified in the Intercreditor Agreement.

“Additional Guaranty” has the meaning specified in the Intercreditor Agreement.

“Additional Indebtedness” has the meaning specified in the Intercreditor Agreement.

“Additional Indebtedness Joinder” has the meaning specified in the Intercreditor Agreement.

“Additional Obligations” has the meaning specified in the Intercreditor Agreement.

“Additional Specified Indebtedness” has the meaning specified in the Intercreditor Agreement.

“Affiliate” means, with respect to a specified 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.

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“Agreement” means this Note Purchase Agreement, as such may be amended, modified, waived or otherwise supplemented from time to time.

“Anti-Terrorism Laws” has the meaning specified in Section 5.15.

“Applicable Premium” means (a) on any day occurring prior to the first anniversary of the Closing, the applicable Make-Whole Amount as of such day, (b) with respect to any day occurring on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, an amount equal to the principal amount of the Notes being prepaid as of the applicable day multiplied by 3.5%, (c) with respect to any day occurring on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, an amount equal to the principal amount of the Notes being prepaid as of the applicable day multiplied by 3.0%, (d) with respect to any day occurring on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, an amount equal to the principal amount of the Notes being prepaid as of the applicable day multiplied by 2.0%, (e) with respect to any day occurring on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, an amount equal to the principal amount of the Notes being prepaid as of the applicable day multiplied by 1.0% and (f) with respect to any day occurring on or after the fifth anniversary of the Closing, zero (0); provided that to the extent that at any time the prepayment being made pursuant to Section 7.2(b) is being made with the proceeds of any Indebtedness being incurred by the Company for purposes of refinancing the Notes which Indebtedness is initially owed by the Company solely to any Purchaser or any of its respective Affiliates, the “Applicable Premium” shall be deemed to be zero (0).

“Applicable Purchase Price” means with respect to any Change of Control Offer occurring (a) prior to the third anniversary of the Closing, an amount equal to the principal amount of the Notes being offered to be repurchased multiplied by 103%, (b) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, an amount equal to the principal amount of the Notes being offered to be repurchased multiplied by 102% and (c) on or after the fourth anniversary of the Closing, an amount equal to the principal amount of the Notes being offered to be repurchased multiplied by 101%.

“Attorney Cost” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“Attributable Indebtedness” means, on any date, (a) 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, and (b) in respect of any Synthetic Lease Obligation, the capitalized 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 were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Parent and its Subsidiaries, including the notes thereto.

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“Available Amount” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication:

(a)the Cumulative Retained Excess Cash Flow Amount at such time, plus

(b)the amount of cash and Cash Equivalents received from Equity Issuances after the Closing Date, plus

(c)the aggregate amount of all Net Cash Proceeds received by Parent or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in, or cash amounts of any returns, profits, distributions and similar amounts received on, any Investment made pursuant to Section 8.02(j), up to the amount of the original Investment, during the period from the Business Day immediately after the Closing Date and prior to such time; minus

(d)any amount of the Available Amount used to make Investments pursuant to Section 8.02(j) after the Closing Date and prior to such time, minus

(e)any amount of the Available Amount used to make Restricted Payments after the Closing Date pursuant to Section 8.06(e) and prior to such time.

“Bankruptcy Case” has the meaning specified in Section 11.1.

“Bankruptcy Code” means the United States Bankruptcy Code.

“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, the State of New York or Toronto, Canada.

“Calculation Period” means, with respect to any Permitted Acquisition, any Disposition or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition, Disposition or other event for which financial statements have been delivered to the Lenders pursuant to Article X(a) or (b), as applicable; provided that, with respect to any event required to be calculated on a Pro Forma Basis that occurs prior to the date on which financial statements have been (or are required to be) delivered pursuant to Section 8.19(a) for the fiscal year ending nearest to December 31, 2014, the “Calculation Period” shall be the period of four consecutive fiscal quarters of Parent ended September 30, 2014 (taken as one accounting period).

“Called Principal” has the meaning specified in Section 7.6.

“Cash Equivalents” means, as to any Person, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or

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Moody’s, (c) Dollar denominated time deposits, certificates of deposit and bankers acceptances of any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with maturities of not more than six months from the date of acquisition by such Person, (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (e) above entered into with any bank meeting the qualifications specified in clause (c) above, (f) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P 1 or the equivalent thereof by Moody’s and in each case maturing not more than six months after the date of acquisition by such Person, (g) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (f) above, and (g) in the case of any Foreign Subsidiary only, direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof).

“CFC” means a Person that is a “controlled foreign corporation” under Section 957 of the Code.

“Change of Control” means (a) Parent shall at any time cease to own directly 100% of the Equity Interests of the Company or (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more on a fully diluted basis of the economic or voting interests in Parent’s capital stock.

“Change of Control Offer” has the meaning specified in Section 7.8(a).

“Change of Control Payment” has the meaning specified in Section 7.8(a).

“Change of Control Payment Date” has the meaning specified in Section 7.8(b).

“Closing” has the meaning specified in Section 3.1.

“Closing Date” means the date on which this Agreement shall have been executed by all parties hereto and the conditions in Article IV have been satisfied.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means, collectively, the Pledged Properties, the Property described in the Note Security Agreement, any additional Property pledged to the Collateral Agent pursuant to Section 8.12 and any other Property of the Note Parties subject (or purported to be subject) to a Lien in favor of the Collateral Agent under any Collateral Document.

“Collateral Agent” means Deutsche Bank Trust Company Americas in its capacity as collateral agent under any of the Note Documents, or any successor collateral agent.

“Collateral Document Order” has the meaning specified in Section 21.7(s).

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“Collateral Documents” means the Note Security Agreement, the Deeds of Trust, the Intellectual Property Collateral Agreements and each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 8.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning specified in the first paragraph of this Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Confidential Information” has the meaning specified in Article XIX.

“Consolidated Adjusted EBITDA” means, for any period, Consolidated Net Income for such period without giving effect to (x) any extraordinary gains or losses and (y) any non-cash items increasing Consolidated Net Income, and adjusted by (a) adding thereto (in each case to the extent deducted in determining Consolidated Net Income for such period), without duplication, the amount of (i) total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)) (exclusive of any interest expense arising pursuant to the Vault Cash Agreement) of Parent and its Restricted Subsidiaries determined on a consolidated basis for such period, (ii) provision for taxes based on income and foreign withholding taxes for Parent and its Restricted Subsidiaries determined on a consolidated basis for such period, (iii) all depreciation and amortization expense of Parent and its Restricted Subsidiaries, including amortization of Development Agreement expense determined on a consolidated basis for such period, (iv) the amount of all fees and expenses incurred in connection with the MGAM Transactions, the Transactions and any transaction permitted under Section 9.2(d) (whether or not consummated) during such period, (v) the amount of all other non-cash charges (including without limitation non-cash stock compensation expense) of Parent and its Restricted Subsidiaries determined on a consolidated basis for such period, (vi) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Closing, costs related to the closure and/or consolidation of facilities, severance costs, retention charges, systems establishment costs and excess pension charges, excluding, for the avoidance of doubt, development costs in connection with unreleased products, and (vii) the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Company in good faith to be reasonably anticipated to be realizable or for which a plan for realization shall have been established within 12 months of the date thereof (which will be added to Consolidated Adjusted EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that all steps have been taken for realizing such cost savings and such cost savings are reasonably identifiable and

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factually supportable (in the good faith determination of the Company), and (b) subtracting therefrom (to the extent not otherwise deducted in determining Consolidated Net Income for such period) the amount of all cash payments or cash charges made (or incurred) by Parent or any of its Restricted Subsidiaries for such period on account of any non-cash charges added back to Consolidated Adjusted EBITDA pursuant to preceding sub-clause (a)(v) in a previous period.  For the avoidance of doubt, it is understood and agreed that, to the extent any amounts are excluded from Consolidated Net Income by virtue of the proviso to the definition thereof contained herein, any add backs to Consolidated Net Income in determining Consolidated Adjusted EBITDA as provided above shall be limited (or denied) in a fashion consistent with the proviso to the definition of “Consolidated Net Income” contained herein.  Notwithstanding the foregoing, the aggregate amount of addbacks made pursuant to subclauses (vi) and (vii) above and subclause (iii) of the definition of “Pro Forma Basis” in any four fiscal quarter period shall not exceed 15% of Consolidated Adjusted EBITDA (after giving effect to such addbacks) for such four fiscal quarter period.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and its Restricted Subsidiaries on a consolidated basis (exclusive of any Indebtedness of the Company’s Restricted Subsidiaries to the Company or another Restricted Subsidiary or any Indebtedness of the Company to any Restricted Subsidiary), the sum (without duplication) of (a) the outstanding principal amount of all Indebtedness for borrowed money, (b) the aggregate amount of all capital lease obligations, (c) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of Persons other than the Company or any Restricted Subsidiary, and (d) all liabilities under any non-appealable judgment rendered against the Company or any Restricted Subsidiary.  Notwithstanding the foregoing, Consolidated Funded Indebtedness shall not include any Defeased Indebtedness.  The amount of Consolidated Funded Indebtedness shall be deemed to be zero with respect to any letter of credit, unless and until a drawing is made with respect thereto.  “Consolidated Funded Indebtedness” shall exclude the Consolidated Funded Indebtedness of each Unrestricted Subsidiary and all Subsidiaries of any Unrestricted Subsidiary.

“Consolidated Gross Revenue” means, for any period of Parent, the aggregate revenue of Parent and its Restricted Subsidiaries calculated on a consolidated basis for such period, excluding the consolidated revenue of each Unrestricted Subsidiary and all Subsidiaries of any Unrestricted Subsidiary.

“Consolidated Net Income” means, for any period, the net income (or loss) of Parent and its Restricted Subsidiaries determined on a consolidated basis for such period (taken as a single accounting period) in accordance with GAAP, provided that the following items shall be excluded in computing Consolidated Net Income (without duplication):  (i) the net income (or loss) of any Person in which a Person or Persons other than Parent and its Wholly-Owned Subsidiaries has an Equity Interest or Equity Interests to the extent of such Equity Interests held by Persons other than Parent and its Wholly-Owned Subsidiaries in such Person, (ii) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or all or substantially all of the property or assets of such Person are acquired by Parent or a Subsidiary, (iii) the net income of any Subsidiary to the extent that the declaration or payment of cash dividends or similar cash distributions by such Subsidiary of such net income is not at the time permitted by the operation

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of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary and (iv) gains and losses from the sale of assets other than inventory and equipment sold in the ordinary course of business.

“Consolidated Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) (i) Consolidated Funded Indebtedness that is secured by a Lien as of the last day of any such Test Period minus (ii) the aggregate amount of cash and Cash Equivalents of the Parent and its Restricted Subsidiaries as of the last day of any such Test Period (other than the proceeds of Incremental Facilities to be drawn at such time) that is not Restricted in an amount not to exceed $50,000,000 in the aggregate to (b) Consolidated Adjusted EBITDA for such Test Period.

“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” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Facility” means (a) the Existing Credit Facility and (b) whether or not the Existing Credit Facility remains outstanding, if designated by the Company to be included in the definition of “Credit Facility,” one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Credit Facility Documentation” has the meaning specified in the Intercreditor Agreement.

“Credit Facility Obligations” has the meaning specified in the Intercreditor Agreement.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, determined on a cumulative basis, equal to the aggregate cumulative sum of Excess Cash Flow Not Otherwise Applied from December 19, 2014 for each fiscal year (but not less than zero with respect to any fiscal year) ending after December 19, 2014 and prior to such date.

“Debtor Relief Laws” means the Bankruptcy Code, 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.

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“Deed of Trust” means each deed of trust or mortgage (fee), security agreement and financing statement executed and delivered pursuant to Section 8.12, as the same shall be amended, supplemented, restated or otherwise modified from time to time.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Defeased Indebtedness” means Indebtedness (a) that has been defeased or satisfied and discharged in accordance with the terms of the indenture or other agreement under which it was issued, (b) that has been called for redemption and for which funds sufficient to redeem such Indebtedness have been set aside by the Company, (c) for which amounts are set aside in trust or are held by a representative of the holders of such Indebtedness or any third party escrow agent pending satisfaction or waiver of the conditions for the release of such funds, or (d) that has otherwise been defeased or satisfied and discharged to the satisfaction of the Holders.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Parent or a Restricted Subsidiary in connection with a Disposition pursuant to Section 8.5(i) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash or Cash Equivalents within thirty (30) days following the consummation of the applicable Disposition).

“Development Agreements” means direct or indirect Investments made (a) by way of placement fees paid for rights to place gaming units at gaming facilities or (b) in the development, construction, remodel or expansion of gaming facilities, in either case including but not limited to Native American tribal gaming facilities, which Investments may consist of notes receivable or credit extensions made to existing or prospective customers by a Note Party or Note Parties, in the case of joint development agreements.

“Discounted Value” has the meaning specified in Section 7.6.

“Disposition” or “Dispose” means (a) the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith or (b) the Equity Issuances of any Restricted Subsidiary.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of the Company that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

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“Environmental Laws” means any and all applicable 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, the protection of the environment, human health or safety or the release of any materials into the environment, including those related to Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Note Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means (a) any issuance or sale by Parent or any of its Restricted Subsidiaries after the date hereof of (i) any of its Equity Interests, (ii) any warrants or options exercisable in respect of its Equity Interests (other than any warrants, options or restricted stock issued to directors, officers, employees or consultants of the Parent or any of its Restricted Subsidiaries pursuant to benefit plans established in the ordinary course of business and any Equity Interests of the Parent issued upon the exercise of such warrants or options) or (iii) any other security or instrument representing an equity interest (or the right to obtain any equity interest, other than convertible debt) in the Parent or any of its Subsidiaries or (b) the receipt by the Parent or any of its Subsidiaries after the date hereof of any capital contribution (whether or not evidenced by any equity security issued by the recipient of such contribution); provided that Equity Issuance shall not include (v) any such issuance or sale by any Subsidiary of the Parent to the Parent or any Subsidiary of the Parent, (w) any capital contribution by the Parent or any Subsidiary of the Parent to any Subsidiary of the Parent, (x) any such issuance under any employee benefit plan, (y) any such issuance of Equity Interests of Parent as consideration for any acquisition permitted under Section 9.2(d), or (z)(i) any issuance of mandatorily redeemable preferred Equity Interests or (ii) Equity Interests that are convertible into or exchangeable for Indebtedness.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Parent within the meaning of Section 414(b) or (c) of the Code (and

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Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization (within the meaning of Title IV of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Parent or any ERISA Affiliate.

“Event of Default” has the meaning specified in Article X.

“Excess Cash Flow” means, for any fiscal year of the Parent, (a) Consolidated Adjusted EBITDA for such fiscal year less (b) the sum (for such fiscal year) of (i) consolidated interest expense (as defined in GAAP) actually paid in cash by the Parent and its Restricted Subsidiaries during such fiscal year (other than any such interest expense actually paid in cash pursuant to the Vault Cash Agreement), plus (ii) scheduled and mandatory principal repayments of Indebtedness that are term loans made during such fiscal year pursuant to Section 2.07(c) of the Existing Credit Agreement, plus (iii) the sum of all, without duplication, (x) income taxes actually paid in cash by the Parent and its Restricted Subsidiaries during such fiscal year and (y) the Tax Amount for such fiscal year, plus (iv) capital expenditures actually made by the Parent and its Restricted Subsidiaries in such fiscal year, plus (v) amounts added back in the calculation of Consolidated Adjusted EBITDA pursuant to clause (a)(vi) of the definition thereof to the extent paid in cash plus (vi) amounts added in the calculation of Consolidated Adjusted EBITDA pursuant to clause (a)(vii) of the definition thereof.

“Excess Proceeds” has the meaning specified in Section 7.7(b).

“Excluded Subsidiary” means any Subsidiary (a) that is a CFC or a Subsidiary of a CFC, (b) that is a Domestic Subsidiary that has no material assets other than the equity of one or more direct or indirect Foreign Subsidiaries that are CFCs, (c) that has been designated as an Unrestricted Subsidiary, (d) that accounts for less than $2,500,000 of the Consolidated Adjusted EBITDA of Parent and its Subsidiaries for the Test Period most recently ended, individually or in the aggregate with all other Subsidiaries excluded pursuant to this clause (d), (e) that is not

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permitted by law, regulation or contract existing on the Closing Date or on the date any such Subsidiary is acquired (so long as in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition) to provide a Guarantee, or would require governmental (including from a Gaming Authority or any other regulatory authority) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received) or (f) that is a special purpose entity.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Holder or required to be withheld or deducted from a payment to such Holder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Holder being organized under the laws of, or having its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Holder, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Holders with respect to an applicable interest in a Note pursuant to a law in effect on the date on which such Holder acquires such interest in a Note, except to the extent that, pursuant to Section 13.3, amounts with respect to such Taxes were payable either to such Holder’s assignor immediately before such Holder acquired such interest in a Note (c) Taxes attributable to such Holder’s failure to comply with Section 13.3(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Executive Order” has the meaning specified in Section 5.15.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of December 14, 2014, by and among the Company, Global Cash Access Holdings, Inc., as parent, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, the lenders from time to time party thereto, Deutsche Bank Securities Inc., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers.

“Existing Senior Secured Notes” means the Company’s 7.75% senior secured notes due 2021 issued pursuant to the Senior Secured Notes Indenture.

“Existing Senior Unsecured Notes” means the Company’s 10.00% senior unsecured notes due 2022 issued pursuant to the Senior Unsecured Notes Indenture.

“Extraordinary Loss” means any loss, destruction or damage to Property of the Parent or any of its Subsidiaries or condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of any such Property, or confiscation or requisition of use of any such Property.

“Fair Market Value” means with respect to any Property, the price which could be negotiated in an arm’s-length free market transaction, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.  Fair Market Value will be determined, except as otherwise provided:

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(a)if such Property has a Fair Market Value of $15,000,000 or less, by any Responsible Officer, or

(b)if such Property has a Fair Market Value in excess of $15,000,000, by a majority of the board of directors of the Company and evidenced by a resolution of such board of directors, dated within 30 days of the relevant transaction (or the date of the written agreement with respect to such transaction) delivered to the Holders.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“First Lien Agent” has the meaning specified in the Intercreditor Agreement.

“First Lien Collateral Documents” has the meaning specified in the Intercreditor Agreement.

“First Lien Creditor” has the meaning specified in the Intercreditor Agreement.

“First Lien Debt” has the meaning specified in the Intercreditor Agreement.

“First Lien Facility Documentation” has the meaning specified in the Intercreditor Agreement.

“First Lien Guaranty” has the meaning specified in the Intercreditor Agreement.

“First Lien Guarantors” has the meaning specified in the Intercreditor Agreement.

“First Priority Lien” has the meaning specified in the Intercreditor Agreement.

“First Lien Obligations” has the meaning specified in the Intercreditor Agreement.

“Flood Insurance Laws” means, collectively, (a) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (c) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

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“Foreign Holder” means (a) if the Company is a U.S. Person, a Holder that is not a U.S. Person, and (b) if the Company is not a U.S. Person, a Holder that is resident or organized under the laws of a jurisdiction other than that in which the Company is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary of the Parent that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“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 the Mississippi Gaming Commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board and any other agency (including, without limitation, any agency established by a federally-recognized Indian tribe to regulate gaming on such tribe’s reservation), authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever which has, or may at any time after the date hereof have, regulatory control or jurisdiction over the manufacture, sale, distribution or operation of gaming equipment, the design, operation or distribution of internet gaming services or products, the ownership or operation of any current or contemplated casinos, or any other gaming activities and operations or any other gaming activities of Parent or any of its Subsidiaries, or any successor to such authority.

“Gaming Laws” means all laws, including any rules, regulations, judgments, injunctions, orders, decrees or other restrictions of any Gaming Authority, applicable to the gaming industry or Indian tribes or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations to which Parent or any of its Subsidiaries is, or may at any time after the date of this Agreement be, subject.

“Gaming License” means any license, permit, finding of suitability, approval, registration, franchise or other authorization from any Gaming Authority required on the date of this Agreement or at any time thereafter to own, lease, operate or otherwise conduct the gaming business of Parent and its Subsidiaries, including all licenses granted under Gaming Laws and applicable Law.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

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legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, keep well arrangements, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.  The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Material” 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 Environmental Law.

“holder” or “Holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 12.1 (including any Purchaser for so long as such Purchaser owns any Note).

“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:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, note agreements or other similar instruments and all Guarantees of any such Indebtedness,

(b)all direct or contingent obligations of such Person arising under standby Letters of Credit unpaid at draw, bankers’ acceptances, bank guaranties, surety bonds and similar instruments,

(c)net obligations of such Person under any Swap Contract in respect of interest rate hedging,

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(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business),

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, and

(f)capital leases.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any capital lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.  Indebtedness shall not include any Defeased Indebtedness.  Notwithstanding the foregoing, Indebtedness shall not include obligations arising solely out of the conversion of “vault cash” supplied pursuant to the Vault Cash Agreement (as amended, modified, supplemented or replaced from time to time to the extent permitted hereunder) for normal operating requirements of the ATMs into obligations of the Company by operation of the Vault Cash Agreement so long as the proceeds of such obligations are used solely in the ATMs, as provided in the Vault Cash Agreement and for no other purpose.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Note Party under any Note Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 14.1(b).

“INHAM Exemption” has the meaning specified in Section 6.2(e).

“Insolvency or Liquidation Proceeding” means:

(a)any case commenced by or against any Note Party under any Debtor Relief Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Note Party, any receivership or assignment for the benefit of creditors relating to any Note Party or any similar case or proceeding relative to any Note Party and its creditors, as such, in each case whether or not voluntary,

(b)any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Note Party, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency, or

(c)any other proceeding of any type or nature in which substantially all claims of creditors of any Note Party are determined and any payment or distribution is or may be made on account of such claims.

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“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Intellectual Property Security Agreement” has the meaning specified in Section 4.4(g)(v).

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of December 19, 2014 by and among Bank of America, N.A., as credit facility agent, Deutsche Bank Trust Company Americas, as notes agent, and each additional agent from time to time party thereto.

“Interest Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated Adjusted EBITDA for the Test Period then most recently ended to (b) the sum of (i) consolidated interest expense (as defined in GAAP) (other than any such interest expense with respect to the Vault Cash Agreement included in the calculation of Consolidated Adjusted EBITDA) net of interest income for such Test Period plus (ii) interest costs associated with derivative instruments not otherwise included in interest expense, but excluding any non-cash change in value of derivative instruments and non-cash derivative instruments fair value adjustments, in each case, of the Parent and its Restricted Subsidiaries for such Test Period.  Gains and losses arising out of the termination of derivative instruments shall not constitute interest expense or interest costs.  Consolidated interest expense shall exclude the interest expense and any such interest costs of each Unrestricted Subsidiary and all Subsidiaries of Unrestricted Subsidiaries.

“Interest Payment Date” shall mean each date on which is interest is payable in respect of the outstanding principal amount of any Note as set forth in the terms and conditions applicable to such Note.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“Laws” 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

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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.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease or capital lease having substantially the same economic effect as any of the foregoing).

“Make-Whole Amount” is defined in Section 7.6.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition of the Parent and its Subsidiaries, taken as a whole, (b) the ability of the Parent and the other Note Parties, taken as a whole, to perform their payment obligations under this Agreement and the other Note Documents or (c) the material rights and remedies of the Holders under this Agreement and the other Note Documents.

“Material Event of Default” means any Event of Default described in clauses (a), (b) (solely as a result of a breach of Section 9.11), (e), (f) or (k) of Article X.

“MGAM” means Multimedia Games Holding Company Inc., a Texas corporation.

“MGAM Transactions” means, collectively, (a) the entering into the Existing Credit Agreement and the related loan documents, (b) the consummation of the acquisition of MGAM, (c) the consummation of the refinancing in connection therewith, (d) the issuance of the Existing Senior Unsecured Notes and the Existing Senior Secured Notes and (e) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including Parent or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

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“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” has the meaning specified in Section 6.2(a).

“Net Cash Proceeds” means, with respect to any Disposition or any Extraordinary Loss, the excess, if any, of (a) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and excluding business interruption and delay in completion insurance proceeds) over (b) the sum of (i) the amount of any Indebtedness that is secured by such asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Note Documents), including Indebtedness repaid in order to obtain a necessary consent to such Disposition or Extraordinary Loss or required to be repaid by applicable law, (ii) the reasonable out-of-pocket expenses incurred by the Company or any Subsidiary in connection with such transaction, (iii) all federal, state, provincial, foreign and local taxes arising in connection with such Disposition or Extraordinary Loss that are paid or required to be accrued as a liability under GAAP by such Person or its Restricted Subsidiaries, and (iv) all contractually required distributions and other payments made to minority interest holders (but excluding distributions and payments to Affiliates of such Person) in Restricted Subsidiaries of such Person as a result of such Disposition or Extraordinary Loss which would otherwise constitute Net Cash Proceeds.

“Nevada Pledged Equity Delay Event” means that the Note Parties have failed to create and perfect a first priority Lien on the Nevada Gaming Pledged Equity on or prior to September 1, 2015.

“Non-Note Party” means any Subsidiary of the Company that is not a Note Party.

“Not Otherwise Applied” means, with reference to any amount of Excess Cash Flow, that such amount was not required to be applied to prepay the Term Loans pursuant to Section 7.7.

“Note Documents” means this Agreement, the Notes, the Note Guaranty and the Collateral Documents.

“Note Guarantor” means, collectively, each Person from time to time party to the Note Guaranty.

“Note Guaranty” has the meaning specified in Section 4.4(d).

“Note Parties” means, collectively, the Company and each Note Guarantor.

“Note Security Agreement” has the meaning specified in Section 4.4(g).

“Notes” is defined in Article I.

“Obligations” means, with respect to any Indebtedness, all principal, interest, premiums, penalties, fees, indemnities, expenses (including legal fees and expenses), reimbursement

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obligations and other liabilities payable to the holder of such Indebtedness under the documentation governing such Indebtedness (including interest, fees and expenses accruing on or after the filing of any petition in bankruptcy or under any other applicable debtor relief laws or for reorganization relating to the Company or any Note Guarantor whether or not a claim therefor is allowed or allowable in such proceedings).

“OFAC” has the meaning specified in Section 5.15.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Organization Documents” means, (a) 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), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and (c) 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 Connection Taxes” means, with respect to any Holder, Taxes imposed as a result of a present or former connection between such Holder and the jurisdiction imposing such Tax (other than connections arising from such Holder having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Note Document, or sold or assigned an interest in any  Note Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Note Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Parent” has the meaning specified in the first paragraph of this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA, including a Multiple Employer Plan), other than a Multiemployer Plan, that is sponsored or maintained by the Parent or any ERISA Affiliate, or to which the Parent or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a Multiple Employer Plan or other plan described in Section 4064(a) of ERISA, to which the Parent or any ERISA Affiliate has made contributions at any time during the immediately preceding five plan years.

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“Perfection Certificate” means a certificate in the form of Exhibit VI of the Note Security Agreement or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Permitted Debt Offering” means any incurrence of senior secured or junior secured or unsecured Indebtedness by any Note Party after the Closing Date through an incurrence of term loans or through a public offering or private offering of debt securities or otherwise; provided that, (a) such Indebtedness may be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Notes, or may be secured by a Lien ranking junior to the Lien on the Collateral securing the Notes or may be unsecured; (b) such Permitted Debt Offering Indebtedness is not secured by any collateral other than the Collateral securing the Notes; (c) such Permitted Debt Offering Indebtedness does not mature on or prior to the scheduled maturity date of the Notes, or have a shorter weighted average life to maturity than, the Notes; (d) the covenants, events of default, guarantees, collateral and other terms of such Permitted Debt Offering Indebtedness (other than interest rate and redemption premiums) taken as a whole, are not more restrictive to the Note Parties than those set forth in this Agreement; (e) a certificate of a Responsible Officer of the issuing Note Party delivered to the Holders at least three (3) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the issuing Note Party has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements; (f) no Note Party or any Subsidiary of a Note Party (other than the Company or a Note Guarantor) is a guarantor or borrower under such Permitted Debt Offering Indebtedness and (g) if such Permitted Debt Offering Indebtedness is secured by Collateral, a Representative of the holders of such Permitted Debt Offering Indebtedness shall have become party to or otherwise subject to the provisions of (i) the Intercreditor Agreement if such Indebtedness is secured on a pari passu basis with the Obligations or (ii) an intercreditor agreement in a form reasonably acceptable to the Holders if such Indebtedness is secured on a junior basis to the Obligations.  Notes issued by any Note Party in exchange for any Indebtedness issued in connection with a Permitted Debt Offering in accordance with the terms of a registration rights agreement entered into in connection with the incurrence of such Permitted Debt Offering Indebtedness shall also be considered a Permitted Debt Offering.

“Permitted Debt Offering Indebtedness” means any Indebtedness incurred pursuant to the definition of “Permitted Debt Offering.”

“Permitted Investments” has the meaning specified in Section 9.5.

“Permitted Liens” has the meaning specified in Section 9.4.

“Permitted Unsecured Indebtedness” means (a) the Existing Senior Unsecured Notes and (b) any other unsecured Indebtedness of the Company in the form of loans, senior notes or other debt securities; provided that any such Indebtedness pursuant to this clause (b):  (i) shall have a maturity date at least six months after the scheduled maturity date of the Notes, (ii) shall have a weighted average life to maturity longer than the weighted average life to maturity of the Obligations of the Note Parties under the Notes and of any Permitted Unsecured Indebtedness

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being refinanced and (iii) shall have covenants no more restrictive than (x) those in this Agreement as in effect at the time of the issuance or incurrence thereof and (y) in the case of any Permitted Unsecured Indebtedness issued to refinance existing Permitted Unsecured Indebtedness, those in the documents governing the Indebtedness being refinanced; provided, that the principal amount of all Permitted Unsecured Indebtedness (after giving effect to the repayment or redemption of any Indebtedness being refinanced thereby) shall not exceed the sum of $350,000,000 plus the aggregate amount of any accrued and unpaid interest, make-whole and redemption premiums, and customary fees and expenses incurred in connection with the refinancing of any Permitted Unsecured Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“PIK Notes” has the meaning specified in Section 13.4(a).

“PIK Payment” has the meaning specified in Section 13.4(a).

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan) established or maintained by the Parent or to which the Parent is required to contribute on behalf of any of its employees or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, established or maintained by any ERISA Affiliate or to which any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Pledged Property” means any real properties required to be mortgaged pursuant to Section 8.12, together in each case with all fixtures, personal property and other improvements now existing or to be constructed on any of such properties (exclusive of any Gaming Licenses or equipment to the extent the pledge thereof is prohibited by local law or contract).

“Possessory Stock Pledge” means the pledge of the Nevada Gaming Pledged Equity (as such term is defined in the Security Agreement) pursuant to the terms of the Note Security Agreement.

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“Prepayment Offer” has the meaning specified in Section 7.7(b).

“Pro Forma Basis” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent the same is incurred to refinance other outstanding Indebtedness or to finance a Permitted Acquisition) after the first day of the relevant Calculation Period or Test Period, as the case may be, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Calculation Period or Test Period, as the case may be, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) after the first day of the relevant Test Period or Calculation Period, as the case may be, as if such Indebtedness had been retired or repaid on the first day of such Test Period or

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Calculation Period, as the case may be, and (z) any Permitted Acquisition or any Disposition then being consummated as well as any other Permitted Acquisition or any other Disposition if consummated after the first day of the relevant Test Period or Calculation Period, as the case may be, and on or prior to the date of the respective Permitted Acquisition or Disposition, as the case may be, then being effected, with the following rules to apply in connection therewith:

(a)all Indebtedness (i) (other than revolving Indebtedness, except to the extent the same is incurred to refinance other outstanding Indebtedness or to finance Permitted Acquisitions or Restricted Payments) incurred or issued after the first day of the relevant Test Period or Calculation Period (whether incurred to finance a Permitted Acquisition or Restricted Payments, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period or Calculation Period, as the case may be, and remain outstanding through the date of determination and (ii) permanently retired or redeemed after the first day of the relevant Test Period or Calculation Period, as the case may be, shall be deemed to have been retired or redeemed on the first day of such Test Period or Calculation Period and remain retired through the date of determination;

(b)all Indebtedness assumed to be outstanding pursuant to preceding clause (a) shall be deemed to have borne interest at (i) the rate applicable thereto, in the case of fixed rate indebtedness, or (ii) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions; and

(c)in making any determination of Consolidated Adjusted EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or any Disposition if effected during the respective Calculation Period or Test Period as if the same had occurred on the first day of the respective Calculation Period or Test Period taking into account, in the case of any Permitted Acquisition adjustments appropriate, in the reasonable determination of the Company as set forth in an officer’s certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within six fiscal quarters after the date of any acquisition, amalgamation or merger (including, to the extent applicable, from the MGAM Transactions and the Transactions).

“Property” or “Properties” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“PTE” has the meaning specified in Section 6.2(a).

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“Purchaser” has the meaning specified in the first paragraph of this Agreement.

“QPAM Exemption” has the meaning specified in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Related Business” means the businesses conducted (or proposed to be conducted) by Parent and its Subsidiaries on the Closing Date and any and all reasonably related businesses necessary for, in support, furtherance or anticipation of and/or ancillary or complimentary to or in preparation for, such business.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Related Person” has the meaning specified in Section 21.7(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Representative” means, with respect to any Permitted Debt Offering Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Required Holders” means, at any time, Holders holding more than 50% of the outstanding principal amount of the Notes at such time (including any PIK Notes).

“Responsible Officer” means, with respect to any Note Party, the chief executive officer, president, chief operating officer, any Senior Financial Officer and any other officer of any applicable Note Party with responsibility for the administration of the relevant portion of this Agreement and, with respect to the Collateral Agent, means any officer of the Collateral Agent with direct responsibility for the administration of this Note Purchase Agreement.  Any document delivered hereunder that is signed by a Responsible Officer of the Company or any other Note Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Note Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Note Party.

“Restricted” means, when referring to cash or Cash Equivalents of the Parent or any of its Restricted Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Parent or such Restricted Subsidiary (unless such appearance is related to the Note Documents (or the Liens created thereunder), (ii) are subject to any Lien in favor of any person other than the Collateral Agent for

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the benefit of the Secured Parties or (iii) is vault cash supplied pursuant to the Vault Cash Agreement or is cash that is to be used to settle a settlement liability under the Vault Cash Agreement.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Parent or any Restricted Subsidiary, (b) 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 or termination of any such capital stock or other Equity Interest or of any option, warrant or other right to acquire any such capital stock or other Equity Interest, or (c) any prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity thereof of any unsecured Indebtedness, Indebtedness secured on a basis junior to the Liens securing the Obligations and Subordinated Indebtedness, excluding a refinancing of such Indebtedness permitted by this Agreement (including a refinancing of Permitted Unsecured Indebtedness permitted hereunder).

“Restricted Subsidiary” means each Subsidiary of the Parent that is not an Unrestricted Subsidiary.

“Sanction” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

“Secured Parties” shall have the meaning specified in the Note Security Agreement.

“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Senior Secured Notes Indenture” means that certain Indenture, dated December 19, 2014, among Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee and collateral agent, and governing the Senior Secured Notes.

“Senior Unsecured Notes Indenture” means that certain Indenture, dated December 19, 2014, among Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, and governing the Senior Unsecured Notes.

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“Significant Subsidiary” means each Restricted Subsidiary (including such Restricted Subsidiary’s interest in its direct and indirect Restricted Subsidiaries) of the Parent that

(a)accounted for at least 5% of Consolidated Gross Revenue of the Parent and its Restricted Subsidiaries or 5% of Consolidated Adjusted EBITDA of the Parent and its Restricted Subsidiaries, in each case for the four fiscal quarters of the Parent ending on the last day of the last fiscal quarter of the Parent immediately preceding the date as of which any such determination is made, or

(b)has assets which represent at least 5% of the consolidated total assets of the Parent and its Restricted Subsidiaries as of the last day of the last fiscal quarter of the Parent immediately preceding the date as of which any such determination is made.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on the sum of its debts and other liabilities, including contingent liabilities, (c) such Person has not, does not intend to, and does not believe (nor should it reasonably believe) that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise), (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted (and reflected in the projections delivered to the Collateral Agent and the Purchasers) and are proposed to be conducted following the Closing Date, and (e) such Person is “solvent” within the meaning given to that term and similar terms under the Bankruptcy Code of the United States and applicable laws relating to fraudulent transfers and conveyances.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Source” has the meaning specified in Section 6.2.

“Subordinated Indebtedness” means all unsecured Indebtedness of the Company or any Note Guarantor for money borrowed which is subordinated in right of payment, upon terms reasonably satisfactory to the Holders, in right of payment to the payment in full in cash of all Obligations.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

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“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Contract” means (a) 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 of 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, but without limitation, 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 (b) 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, including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) 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).

“Tax Amount” means, with respect to MGAM relative to any tax period, (a) the U.S. federal, state and local income taxes that would have been payable for such tax period by MGAM and its Restricted Subsidiaries (the “MGAM Group”) if the MGAM Group were a stand-alone income tax group for all tax periods ending after the date hereof (and the foregoing stand-alone group treatment shall apply to all transactions between members of the MGAM Group (on the one hand) and Affiliates of Parent that are not members of the MGAM Group (on the other hand) other than any sales that result in “deferred intercompany gain” or “deferred intercompany loss” for purposes of Section 1502 of the Code, determined in accordance with relevant U.S. federal, state or local income tax statutes and regulations, minus (b) the amount of any such U.S. federal, state or local income taxes paid directly by members of the MGAM Group for such tax period, plus (c) without duplication for any amounts determined under clauses (a) or (b), the amount of any incremental stand-alone U.S. federal, state or local income taxes that would have been assessed in respect of members of the MGAM Group in connection with audit

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adjustments after the date hereof made as a result of federal, state or local income tax examinations (less any portion of such amounts paid directly by members of the MGAM Group).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Test Period” means each period of four consecutive fiscal quarters of Parent then last ended, in each case taken as one accounting period.

“Threshold Amount” means $20,000,000.

“Title Company” means any title insurance company that may be reasonably acceptable to the Holders and the Collateral Agent.

“Transactions” means, collectively, (a) the entering into by the Note Parties of the Note Documents to which they are or are intended to be a party, (b) the repayment in full (including all amounts necessary to satisfy and discharge the Indebtedness outstanding thereunder) and cancellation of the Existing Senior Secured Notes on the Closing and (c) the payment of the fees and expenses incurred in connection with the foregoing.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 13.3(e)(ii)(C).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unrestricted Subsidiary” means any Subsidiary that, at or prior to the time of determination, shall have been so designated in a written notice from the Company to the  Holders and any Subsidiary of an Unrestricted Subsidiary; provided that (a) both before and after giving pro forma effect to any such designation (i) no Default or Event of Default would then exist, (ii) the Parent would have been in compliance with Section 9.11, calculated on a Pro Forma Basis, on the last day of the fiscal quarter most recently ended if such designation had been made on such date and (iii) such designation shall be deemed to be an Investment on the date of such designation in an amount equal to the Fair Market Value of the Investment therein and such designation shall be permitted only to the extent that such deemed Investment is permitted under Section 9.5 on the date of such designation, (b) such Subsidiary is not a guarantor in respect of any Permitted Unsecured Indebtedness or a borrower, issuer or guarantor in respect of any Indebtedness outstanding pursuant to Section 9.6(i) or Section 9.6(g), and (c) such Subsidiary or any of its subsidiaries does not hold any Indebtedness or Equity Interests of, or any Lien on any assets of, the Parent or any Restricted Subsidiary.  If, at any time, any Unrestricted Subsidiary would fail to meet the requirements set forth in clauses (c) or (d) of the proviso in the preceding sentence, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement.  The Parent may at any time designate any Unrestricted Subsidiary

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to be a Restricted Subsidiary; provided, that both before and after giving pro forma effect to any such designation, (i) no Default or Event of Default would then exist and (ii) the Parent would have been in compliance with Section 9.11, calculated on a Pro Forma Basis, on the last day of the fiscal quarter most recently ended if such designation had been made on such date.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Vault Cash Agreement” means the Contract Cash Solutions Agreement, dated as of November 12, 2010, by and between the Company and Wells Fargo Bank, N.A., as such Vault Cash Agreement has been, and may be, amended, modified or supplemented from time to time.  The term “Vault Cash Agreement” shall include any successor vault cash custody agreement reasonably acceptable to the Holders with the same or another Vault Cash Provider.

“Vault Cash Provider” means Wells Fargo Bank, N.A., any of its bank Affiliates listed on Exhibit A of the Vault Cash Agreement or another banking institution reasonably satisfactory to the Holders, as a provider of vault cash under the Vault Cash Agreement or other person under a bailment arrangement reasonably satisfactory to the Holders.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares required to be held by foreign nationals) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Yield” means, as to any indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a Eurodollar Rate or Base Rate floor (solely to the extent greater than 1.00% or 2.00%, respectively), or otherwise, in each case, incurred or payable by the Company generally to all the lenders of such indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided further that “Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees and similar fees (regardless of whether paid in whole or in part to one or more, but not all, lenders) or other fees not paid generally to all lenders of such indebtedness.

Part B — Other Interpretive Provisions

With reference to this Agreement and each other Note Document, unless otherwise specified herein or in such other Note Document:

(a)The definitions of terms herein shall apply equally to 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.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context

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requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Note Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Note Document, shall be construed to refer to such Note Document in its entirety and not to any particular provision thereof, (iv) all references in a Note Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Note Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)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.”

(c)Section headings herein and in the other Note Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Note Document.

31

Schedule 5.3

Disclosure Materials

32

Schedule 5.4

Subsidiaries of the Company and Equity Interests

33

Schedule 5.7(b)

Governmental Authorizations

34

Schedule 5.8

Litigation

35

Schedule 5.11

Intellectual Property

36

Schedule 8.13

Post-Closing Covenants

37

Schedule 9.1

Transactions with Affiliates

38

Schedule 9.4

Liens

39

Schedule 9.5

Investments

40

Schedule 9.6

Indebtedness

41

Exhibit A

GLOBAL CASH ACCESS INC.

7.25% SENIOR SECURED NOTE DUE APRIL 15, 2021

No. [          ]	[Date]
$[              ]	CUSIP No.

FOR VALUE RECEIVED, the undersigned, GLOBAL CASH ACCESS, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware hereby promises to pay to [                              ], or registered assigns, the principal sum of                    Dollars (or so much thereof as shall not have been prepaid) on April 15, 2021.

1.             Interest

The Company hereby promises to pay interest on the outstanding principal amount of this Note at 7.25% per annum from April 15, 2015 until payment in in full of the principal amount hereof.  The Company will pay interest quarterly in arrears on January 15, April 15, July 15 and October 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 Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance until the principal hereof shall have been paid in full; provided that the first Interest Payment Date shall be July 15, 2015.  The Company shall pay interest (including post-petition interest in any proceeding under any Debtor Relief Law) on overdue principal, overdue installments of interest and overdue payments of Applicable Premium (if any), from time to time on demand at a rate that is 2.00% per annum above the interest rate that is then in effect.  Interest will be computed on the basis of a 360 day year comprised of twelve 30 day months.  Except as provided in the immediately succeeding sentence, interest on the Notes shall be payable entirely in cash (“Cash Interest”).  So long as no Nevada Pledged Equity Delay Event has occurred, on any Interest Payment Date, the Company may, at its option (but subject to compliance with its Contractual Obligations in connection therewith), elect to pay a portion of interest not to exceed 0.50% per annum payable in respect of the outstanding principal amount of the Notes by increasing the principal amount of the outstanding Notes or by issuing PIK Notes in a principal amount equal to such amount of interest (such increased principal amount or PIK Notes, “PIK Interest”).  The insufficiency or lack of funds available to the Company to pay Cash Interest shall not permit the Company to pay PIK Interest at any time and the sole right of the Company to elect to pay PIK Interest shall be as (and to the extent) provided in the immediately preceding paragraph.  In the event that the Company shall determine to pay PIK Interest on any Interest Payment Date, then the Company shall deliver a written notice to the Holders not less than thirty (30) days prior to such Interest Payment Date, which notice shall state the total amount of interest to be paid on the next Interest Payment Date and the amount of such interest to be paid as PIK Interest.  If no such notice is delivered by the Company prior to such date, the Company shall be deemed to have elected to make such payment in cash.  Interest on the initial Interest Payment Date shall be payable entirely as Cash Interest.  Interest for the final Interest Payment Date and the stated maturity date shall be payable entirely in Cash Interest.

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Notwithstanding anything to the contrary, the payment of accrued interest in connection with any prepayment of the Notes as described in Article VII of the Note Purchase Agreement will be made solely in cash.  Cash Interest shall be payable to the Holders in accordance with the provisions of the Note Purchase Agreement.  PIK Interest on the Notes will be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Payment Date (rounded up to the nearest whole dollar) and the Company shall execute and deliver such PIK Notes to the Holders.  Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date.  All PIK Notes will mature on April 15, 2021 and will be governed by, and subject to the terms, provisions and conditions of, the Note Purchase Agreement and will have the same rights and benefits as the Notes issued on the Closing.

2.             Payments Generally

Payments of principal of, interest on and any Applicable Premium with respect to this Note are to be made in lawful money of the United States of America at Las Vegas, Nevada or at such other place as the Company shall have designated by written notice to the Holder of this Note as provided in the Note Purchase Agreement referred to below.

3.             Note Purchase Agreement

This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of April 15, 2015 (as from time to time amended, restated, supplemented or other modified from time to time, the “Note Purchase Agreement”), between the Company, Global Cash Access Holdings, Inc., as parent, the Purchasers party thereto and Deutsche Bank Trust Company Americas, as collateral agent, and is entitled to the benefits thereof.  The holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 19 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement.  Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

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If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any Applicable Premium) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GLOBAL CASH ACCESS, INC.
By:
	Name:
	Title:

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Exhibit B

Form of Compliance Certificate

45

Exhibit C

Form of Note Guaranty

46

Exhibit D

Form of Note Security Agreement

47

Exhibit E

Form of Solvency Certificate

48

Exhibit F

Form of Tax Compliance Certificates

49

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SECURITY AGREEMENT

dated as of

April 15, 2015

among

GLOBAL CASH ACCESS, INC.,
as Company

THE OTHER GRANTORS IDENTIFIED HEREIN

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent

TABLES OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Note Purchase Agreement	1
SECTION 1.02.	Other Defined Terms	1
ARTICLE II
Pledge of Securities
SECTION 2.01.	Pledge	6
SECTION 2.02.	Delivery of the Pledged Collateral	7
SECTION 2.03.	Representations, Warranties and Covenants	11
SECTION 2.04.	Certification of Limited Liability Company and Limited Partnership Interests	13
SECTION 2.05.	Registration in Nominee Name; Denominations	13
SECTION 2.06.	Voting Rights; Dividends and Interest	14
SECTION 2.07.	Further Assurances	16
ARTICLE III
Security Interests in Personal Property
SECTION 3.01.	Security Interest	16
SECTION 3.02.	Representations and Warranties	18
SECTION 3.03.	Covenants	20
SECTION 3.04.	Instruments	22
ARTICLE IV
Remedies
SECTION 4.01.	Remedies upon Default	22
SECTION 4.02.	Application of Proceeds	24
SECTION 4.03.	Grant of License to Use Intellectual Property; Power of Attorney	25

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ARTICLE V
Miscellaneous
SECTION 5.01.	Notices		26
SECTION 5.02.	Waivers; Amendment		26
SECTION 5.03.	Collateral Agent’s Fees and Expenses		27
SECTION 5.04.	Successors and Assigns		27
SECTION 5.05.	Survival of Agreement		27
SECTION 5.06.	Counterparts; Effectiveness; Successors and Assigns; Several Agreement		27
SECTION 5.07.	Severability		28
SECTION 5.08.	[Reserved]		28
SECTION 5.09.	Governing Law; Jurisdiction; Etc.		28
SECTION 5.10.	Waiver of Jury Trial		29
SECTION 5.11.	Headings		29
SECTION 5.12.	Security Interest Absolute		30
SECTION 5.13.	Intercreditor Agreement Governs		30
SECTION 5.14.	Termination or Release		30
SECTION 5.15.	Additional Guarantors		30
SECTION 5.16.	Collateral Agent Appointed Attorney-in-Fact		31
SECTION 5.17.	General Authority of the Collateral Agent		32
SECTION 5.18.	Reasonable Care		32
SECTION 5.19.	Deeds of Trust		32
SECTION 5.20.	Reinstatement		32
SECTION 5.21.	Rights of the Collateral Agent		32
SECTION 5.22.	U.S.A. Patriot Act		38
Schedules
SCHEDULE I		Pledged Equity; Pledged Debt
SCHEDULE II		Commercial Tort Claims
Exhibits
EXHIBIT I		Form of Security Agreement Supplement
EXHIBIT II		Form of Patent Security Agreement

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EXHIBIT III	Form of Trademark Security Agreement
EXHIBIT IV	Form of Copyright Security Agreement
EXHIBIT V	Form of Escrow Agreement
EXHIBIT VI	Form of Perfection Certificate

iii

SECURITY AGREEMENT dated as of April 15, 2015 among GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Company”), the other Grantors identified herein and who from time to time become a party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (as defined below) (together with its successors and assigns in such capacity, the “Collateral Agent”).

Reference is made to that certain Note Purchase Agreement, dated as of April 15, 2015, by and among the Company, Global Cash Access Holdings, Inc. (the “Parent”), each of the Purchasers party thereto and the Collateral Agent (as amended, waived, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), pursuant to which the Company has issued $335,000,000 aggregate principal amount of 7.25% Senior Secured Notes due 2021 (together, collectively, with any PIK Notes issued under the Note Purchase Agreement, the “Notes”).

WHEREAS, the Company is a member of an affiliated group of companies that includes each other Grantor; and

WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Note Purchase Agreement, the Notes and the other Note Documents and each is, therefore, willing to enter into this Agreement;

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Note Purchase Agreement.

(a)Unless otherwise noted, capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Note Purchase Agreement.  Whether or not defined in the Note Purchase Agreement, all terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b)The rules of construction specified in Part B of Schedule II of the Note Purchase Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02.Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC.

“Agreement” means this Security Agreement.

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“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“CFC” means a Person that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code of 1986, as amended.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Company” has the meaning specified in the introductory paragraph to this Agreement.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work subject to and under the copyright laws of the United States, whether as author, assignee, transferee, exclusive licensee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO.

“Credit Facility Agent” has the meaning assigned to such term in the Intercreditor Agreement.

“Deed of Trust” means each deed of trust or mortgage (fee), security agreement and financing statement executed and delivered pursuant to this Agreement or the other Note Documents.

“Discharge of Credit Facility Obligations” has the meaning assigned to such term in the Intercreditor Agreement.

“Escrow Agent” has the meaning assigned to such term in Section 2.07.

“Escrow Agreement” has the meaning assigned to such term in Section 2.07.

“Excluded Assets” means (a) any fee-owned real property, together with any improvements thereon, with an individual fair market value not to exceed $10,000,000 and all real property leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), (b) motor vehicles and other assets subject to certificates of title (other than to the extent a Lien thereon can be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction), (c) Letter-of-Credit Rights (other than to the extent a Lien thereon can be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction), (d) Commercial Tort Claims with a value of less than $1,000,000 individually and $5,000,000 in the aggregate, (e) any Gaming License or any other asset or property to the extent the grant of a security interest therein is prohibited by applicable Law or requires a consent not obtained of any

2

Governmental Authority (including from a Gaming Authority) pursuant to such applicable Law (including Gaming Laws), in each case after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (f) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined, in writing, by the Company and, prior to the Discharge of Credit Facility Obligations, the Credit Facility Agent unless such assets secure any other First Lien Obligations or any other Indebtedness of the Company or its Subsidiaries, (g) any lease, license or other agreement or Contractual Obligation or any property subject to a purchase money security interest, Lien securing a capital lease or similar arrangement, in each case permitted to be incurred under the Note Purchase Agreement, to the extent that a grant of a security interest therein would require a consent not obtained or violate or invalidate such lease, license or agreement or Contractual Obligation or purchase money arrangement, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the Company or a Note Guarantor), in each case after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (h) those assets as to which the Company and, prior to the Discharge of Credit Facility Obligations, the Credit Facility Agent or, thereafter, the Required Holders shall reasonably determine, in writing, that the cost of obtaining a Lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, unless such assets secure any other First Lien Obligations or any other Indebtedness of the Company or its Subsidiaries (i) voting Equity Interests in excess of 65% of the total voting Equity Interests in (A) any CFC or (B) any Domestic Subsidiary that has no material assets other than the equity of one or more Foreign Subsidiaries that are CFCs, (j) any Equity Interests in (A) any Person that is not a Wholly-Owned Subsidiary to the extent and for so long as the granting of a Lien on such Equity Interests would be prohibited by the terms of any Organization Document, joint venture agreement or shareholders’ agreement governing such Person or require any consent not obtained of any one or more third parties (other than the Company or a Guarantor), after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other applicable Law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other applicable Law notwithstanding such prohibition, (B) any Unrestricted Subsidiary (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary) or (C) any Excluded Subsidiary (until such time as such Subsidiary is no longer an Excluded Subsidiary), (k) any “intent-to-use” trademark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto and (l) other than to the extent a Lien thereon can be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction, any rights or property not located in the United States or credit support from Foreign Subsidiaries; provided that this clause (l) shall not exclude any Equity Interests of Foreign Subsidiaries that are otherwise required to be pledged pursuant to the terms of this

3

Agreement; provided, however, that “Excluded Assets” shall not include any Proceeds, substitutions or replacements of any “Excluded Assets” referred to in clauses (a) through (l) (unless such Proceeds, substitutions or replacements would constitute “Excluded Assets” referred to in any of clauses (a) through (l)).

“First Lien Representative” has the meaning given to such term in the Intercreditor Agreement.

“General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes for the avoidance of doubt corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, swap contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts.

“Grantor” means each of the Company, each Guarantor that is a party hereto, and each Guarantor that becomes a party to this Agreement after the Closing.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, knowhow, show-how or other data or information, the intellectual property rights in software and databases and related documentation and all additions, improvements and accessions to, and books and records describing any of the foregoing; provided that the foregoing does not include any such assets, rights or property subsisting outside the United States.

“Intellectual Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.

“Investment Property” has the meaning specified in Article 9 of the New York UCC, but shall not include any Pledged Collateral.

“License” means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement to which any Grantor is a party, together with any and all (a) renewals, extensions, amendments and supplements thereof, (b) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages for breach or for infringement claims pertaining to the licensed Intellectual Property (to the extent that a Grantor has the right to collect them), and (c) rights to sue for past, present and future breaches or violations thereof.

“Missouri Gaming Commission” has the meaning ascribed by MRS 313.004 and refers to the body empowered to act pursuant to Chapter 313 of the Missouri Revised Statutes and Title 11, Division 45 of the Missouri Code of State Regulations.

4

“Missouri Gaming Law” means Chapter 313 of the Missouri Revised Statutes (“MRS”) and the regulations of the Missouri Gaming Commission promulgated thereunder.

“Mississippi Gaming Pledged Equity” has the meaning assigned to such term in Section 2.02(i).

“Missouri Gaming Pledged Equity” has the meaning assigned to such term in Section 2.02(n)(i).

“Nevada Gaming Control Act” means Chapter 463 of the Nevada Revised Statutes and the regulations of the Nevada Gaming Commission promulgated thereunder.

“Nevada Gaming Control Board has the meaning ascribed by NRS 463.0137 and refers to the agency of the State of Nevada created pursuant to NRS 463.030 to 463.110 and as empower to act under the Nevada Gaming Control Act.

“Nevada Gaming Pledged Equity” has the meaning assigned to such term in Section 2.02(d).

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Grantor:  (a) all patents of the United States, all registrations and recordings thereof, and all applications for patents of the United States, and (b) all reissues, re-examinations, continuations, divisions, continuations-in-part, renewals, or extensions thereof, and the inventions or improvements disclosed or claimed therein.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates, limited or unlimited liability membership certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Secured Obligations” means any principal, premium, interest (including any interest and fees accruing subsequent to the filing of a petition in bankruptcy, reorganization or

5

similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest or fees is an allowed or allowable claim under applicable law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under any of the Note Purchase Agreement, the Notes (including any PIK Notes), the Collateral Documents and the Note Guaranty.

“Secured Parties” means, collectively, the Collateral Agent and the Holders.

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor:  (a) all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, fictitious business names, other source or business identifiers protected under the laws of the United States or any state or political subdivision thereof, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith in the USPTO or any similar offices in any State of the United States or any political subdivision thereof, and all renewals thereof, as well as any unregistered trademarks and service marks used by a Grantor and (b) all goodwill connected with the use thereof and symbolized thereby.

“USCO” means the United States Copyright Office.

“USPTO” means the United States Patent and Trademark Office.

ARTICLE II

Pledge of Securities

SECTION 2.01.Pledge.  As security for the payment or performance, as the case may be, in full of the Secured Obligations (including any obligations under the Note Guaranty) each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including those listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (ii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in

6

the future by such Grantor and (C) the intercompany notes and other promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets.

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the termination of this Agreement, subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02.Delivery of the Pledged Collateral.

(a)Subject to the other provisions of this Section 2.02, each Grantor agrees to deliver to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) on or prior to the Closing all Pledged Securities owned by it on the Closing Date (with a list of all such items to be provided by the Company to the Collateral Agent in writing) and with respect to any Pledged Securities issued or acquired after the Closing, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 60 days after the date of acquisition thereof or such longer period as to which the First Lien Representative (provided such First Lien Representative is not the Collateral Agent) may agree in its reasonable discretion) to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, any and all such Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated).

(b)The Grantors will cause any Indebtedness for borrowed money owed to any Grantor by any Person (other than intercompany Indebtedness between Grantors) having a principal amount in excess of (i) $1,000,000 individually or (ii) when aggregated with all other such Indebtedness for which this clause has not been satisfied, $5,000,000 in the aggregate, to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the terms hereof.

(c)Upon delivery to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), (i) any Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the First Lien Representative and by such other instruments and documents as may be required and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of

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assignment or transfer duly executed in blank by the applicable Grantor and such other instruments or documents as the First Lien Representative may reasonably request.

(d)Each Grantor shall immediately upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission deliver the original certificates representing Pledged Equity, the pledge of which is governed by NRS 463.510 (such Pledged Equity, the “Nevada Gaming Pledged Equity”), together with stock powers executed in blank, to (i) prior to the Discharge of Credit Facility Obligations, Bank of America, N.A., as collateral agent under the Existing Credit Agreement (in such capacity, the “Credit Facility Agent”) (as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) or, subject to Section 2.07, the Escrow Agent and (ii) upon the Discharge of Credit Facility Obligations, to the Collateral Agent to the extent the Collateral Agent maintains an office in the State of Nevada where the Nevada Gaming Pledged Equity may be maintained pursuant to the requirements of the Gaming Laws of Nevada or, subject to Section 2.07, the Escrow Agent to be held by the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, in escrow by the Escrow Agent, as the case may be, within the State of Nevada, subject to the requirements of the Nevada Gaming Control Board and Nevada Gaming Commission in accordance with applicable provisions of the Nevada Gaming Control Act and regulations promulgated thereunder.  In addition, each Grantor shall upon receipt of all required approvals of the Nevada Gaming Control Board and Nevada Gaming Commission execute and deliver and cause to be executed and delivered such other documents and instruments (including Uniform Commercial Code financing statements) required to create, evidence or perfect the Collateral Agent’s security interest in the Nevada Gaming Pledged Equity, including, if applicable, the execution and delivery of the Escrow Agreement referred to in Section 2.07.

(e)Notwithstanding any other provision of this Agreement:

(f)The prior approval of the Nevada Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Nevada Gaming Pledged Equity (except back to original Grantor), the pledge of which is governed by NRS 463.510, and before any other enforcement of the Security Interest of the Collateral Agent in such Nevada Gaming Pledged Equity may occur (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals);

(g)The stock certificates evidencing the Nevada Gaming Pledged Equity, the pledge of which is governed by NRS 463.510, must at all times remain physically within the State of Nevada at a location designated to the Nevada Gaming Board and must be made available for inspection by agents or employees of the Nevada Gaming Board immediately upon request during normal business hours;

(h)The provisions of this Agreement relating to the Nevada Gaming Pledged Equity shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals).  Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement, that increase or change the Nevada Gaming Pledged Equity that are the subject of the pledge which is governed by NRS 463.510 that change the location of the Nevada Gaming

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Pledged Equity in the possession of the Credit Facility Agent, the Collateral Agent or, subject to Section 2.07, the Escrow Agent, as the case may be, or that change the identity of the Collateral Agent, the Credit Facility Agent or, subject to Section 2.07, Escrow Agent.

(i)The prior approval of the Mississippi Gaming Commission must be obtained before any foreclosure or transfer of any possessory security interest in the Pledged Equity issued by any Person that is licensed by or registered with the Mississippi Gaming Commission (except back to the original Grantor), the pledge of which is governed by Miss. Code Ann. Section 75-76-207 (such Pledged Equity, the “Mississippi Gaming Pledged Equity”), and before any other enforcement of the Security Interest in such Mississippi Gaming Pledged Equity may occur (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals).

(j)This Agreement shall not be amended without the prior administrative approval of the Chairman of the Nevada Gaming Control Board or his designee (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals).  Such administrative approval may not be granted regarding amendments to this Agreement or, subject to Section 2.07, the Escrow Agreement that increase or change the Equity Interests that are the subject of the pledge which is governed by NRS 463.510, or that change the identity of the Collateral Agent or, subject to Section 2.07, the Escrow Agent.  In the event that the Collateral Agent exercises one or more of the remedies set forth in this Agreement with respect to the  Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, including, without limitation, the foreclosure, transfer, sale, distribution or other disposition of any interest therein (except back to the Grantor), the exercise of voting and consensual rights, and any other enforcement of the security interest in such Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, such action will require the separate and prior approval (provided that the foregoing shall not imply any obligation on the Collateral Agent to obtain such approvals) of the Gaming Authorities in Nevada and Mississippi, respectively, with respect to the Nevada Gaming Pledged Equity and the Mississippi Gaming Pledged Equity, respectively, and, in the case of the Missouri Gaming Pledged Equity, the provision of 30 days prior notice to the Gaming Authorities in Missouri or the licensing or finding of suitability of the Collateral Agent or any transferee thereof, in each case unless such licensing or suitability requirement is waived thereby or is otherwise not required under the applicable Gaming Laws (provided that the foregoing shall not imply any obligation on the Collateral Agent to become licensed);

(k)The Collateral Agent and, subject to Section 2.07 in the case of the Nevada Gaming Pledge Equity, the Escrow Agent will be required to comply with the reasonable conditions, if any, imposed by the Gaming Authorities in connection with their approval of the pledge granted hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity; provided that the Collateral Agent shall have no liability for failure to comply with such conditions after it has tendered a written notice of its resignation, in accordance with Section 5.20(e)(x);

(l)Any approval of the Gaming Authorities of this Agreement, any amendment hereto or the pledge hereunder, in each case in the Nevada Gaming Pledged Equity or the Mississippi Gaming Pledged Equity, or, in the case of the Missouri Gaming Pledged

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Equity, the satisfaction of the notice obligations under the Gaming Laws of Missouri with respect to this Agreement in the Missouri Gaming Pledged Equity, any amendment hereto or the pledge hereunder in the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity or the Missouri Gaming Pledged Equity, does not constitute approval, either express or implied, of the Collateral Agent to take any actions provided for in this Agreement, for which separate approval by the Gaming Authorities or the satisfaction of separate notice provisions may be required by the Gaming Laws; and

(m)The Secured Parties and their respective successors and assigns are subject to being called forward by the Gaming Authorities in their sole and absolute discretion, for licensing, a finding of suitability or other investigation authorized by the Gaming Laws in order to remain entitled to the benefits of this Agreement, any other Note Documents, and the Intercreditor Agreement, in each case with respect to the Nevada Gaming Pledged Equity, the Mississippi Gaming Pledged Equity and the Missouri Gaming Pledged Equity.

(n)Missouri Gaming Law Specific Provisions.  Each party hereto hereby acknowledges that:

(i)Notwithstanding anything contained in this Agreement or any other Note Documents to the contrary, (i) no transfer in any way of an ownership interest, or exercise of a material right of an ownership interest, in any Grantor or any Subsidiary of a Grantor which holds a license issued by the Missouri Gaming Commission (such Pledged Equity, the “Missouri Gaming Pledged Equity”) shall occur unless such transfer is first approved by the Missouri Gaming Commission pursuant to Title 21, Chapter 313, Section 313.807(4) of the Revised Statutes of Missouri and (ii) the Collateral Agent shall not foreclose on, take possession of or otherwise exercise ownership of or possessory rights over any slot machine (as defined in Title 11, Division 45, Section 10.055 of the Rules of the Department of Public Safety) constituting Collateral located or to be located in the State of Missouri unless the Collateral Agent (1) holds the applicable valid license issued by the Missouri Gaming Commission or, in the alternative (2) uses a different mechanism that is in compliance with applicable Missouri laws (which mechanism could include, subject to the Missouri Gaming Commission’s approval, the sale, transfer or disposition by any Grantor of such slot machine to a Person holding the applicable valid license issued by the Missouri Gaming Commission, provided that such Person is acting on its own behalf and not as an agent of any party not licensed by the Missouri Gaming Commission to own or possess slot machines); provided that the foregoing shall not imply any obligation on the Collateral Agent to hold any such license or otherwise become licensed under the Gaming Laws of Missouri.

(ii)The Collateral Agent and each other Secured Party hereby acknowledges that Missouri law does not presently allow, and the security interest granted in this Agreement does not authorize for so long as such prohibition exists, any pledge, hypothecation or transfers of gaming licenses (or any interest therein) issued by the Missouri Gaming Commission pursuant to Missouri law, or any security interest attached to any such license.

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(o)Louisiana Gaming Law Specific Provisions.  Each party hereto hereby acknowledges that:

(i)Notwithstanding anything contained in this Agreement or any other Note Documents to the contrary, (i) no transfer of a five percent or more interest in any Grantor or any Subsidiary of a Grantor which holds a license or permit issued by the Louisiana Gaming Control Board shall occur unless the prior written approval of such transfer is provided by the Louisiana Gaming Control Board and (ii) the Collateral Agent shall not foreclose, take possession or otherwise exercise ownership or possessory rights of any slot machine located or to be located in the State of Louisiana unless all applicable Gaming Laws of the State of Louisiana are complied with.

(ii)The Collateral Agent and each other Secured Party hereby acknowledges that the Gaming Laws of Louisiana do not presently allow, and the security interest granted in this Agreement does not authorize for so long as such prohibition exists, any pledge, hypothecation or transfers of any gaming licenses or permits (or any interest therein) issued under the Louisiana Gaming Control Act, La. R.S. 27:1 et seq or any security interest attached to any such license or permit.

Notwithstanding anything herein to the contrary, Deutsche Bank Trust Company Americas, in all its roles under this Agreement and each other Collateral Document, shall be empowered to, but shall not be required or have any obligation whatsoever to, obtain or seek to obtain a gaming license, gaming authority approval, or become a holder, owner or operator of any gaming license, system or establishment; provided, however, in the event required by any Governmental Authority to obtain a gaming license or gaming authority approval, Deutsche Bank Trust Company Americas must promptly tender written notice of its resignation as Collateral Agent if it does not intend to timely comply with such requirement after resignation, and the Collateral Agent shall not incur any liability with respect to such non-compliance.

SECTION 2.03.Representations, Warranties and Covenants.  The Grantors jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and for the benefit of the Secured Parties, that:

(a)Schedule I correctly sets forth, as of the Closing Date, a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Person and the percentage of the issued and outstanding units of each class of the Equity Interests of the company thereof represented by the Pledged Equity owned by such Grantor and (ii) all the Pledged Debt owned by such Grantor;

(b)the Pledged Equity and Pledged Debt (solely with respect to Pledged Equity and Pledged Debt issued by a Person other than Parent, the Company or a Subsidiary of the Company, to the best of such Grantor’s knowledge) have been duly and validly authorized and issued by the issuer thereof and (i) in the case of Pledged Equity (solely with respect to Pledged Equity issued by a Person other than the Company or a Subsidiary of the Company, to the best of such Grantor’s knowledge), is fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Parent, the Company or a Subsidiary of the Company, to

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the best of such Grantor’s knowledge), is the legal, valid and binding obligation of each issuer thereof;

(c)each of the Grantors (i) is and, subject to any transfers made in compliance with the Note Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;

(d)except for restrictions and limitations imposed by the Note Documents or applicable Law generally, and except as described in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e)each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f)no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than (i) such as have been obtained and are in full force and effect, (ii) authorizations, approvals or notices to or from Gaming Authorities which may be required pursuant to applicable Gaming Laws after the date hereof in connection with (x) the grant of a Lien in favor of the Collateral Agent in the Nevada Gaming Pledged Equity, which the applicable Grantor will obtain in accordance with Article X(b) of the Note Purchase Agreement, (y) the addition of any Guarantor pursuant to Section 5.14 (which approvals each Grantor agrees to use its commercially reasonable efforts to obtain promptly upon the occurrence of the requirement to add such Guarantor or to pledge the Equity Interests of such Guarantor or any other Subsidiary of a Grantor the Equity Interests of which are required to be pledged pursuant to the terms of this Agreement and the Note Purchase Agreement) or (z) the enforcement of remedies and (iii) the requirement under applicable Gaming Laws to provide routine post-closing notices and/or copies of Note Documents to a Gaming Authority); and

(g)by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent or, subject to

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Section 2.07 in the case of the Nevada Gaming Pledged Equity, the Escrow Agent in accordance with this Agreement, the Collateral Agent for the benefit of the Secured Parties will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations, subject only to Liens permitted by Section 9.4 of the Note Purchase Agreement, to the extent such perfection is governed by the Uniform Commercial Code of any applicable jurisdiction.

Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.

SECTION 2.04.Certification of Limited Liability Company and Limited Partnership Interests.  Any limited liability company and any limited partnership controlled by any Grantor shall either (a) not include in its operative documents any provision that any Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the Uniform Commercial Code or (b) certificate any Equity Interests in any such limited liability company or such limited partnership.  To the extent an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 is certificated or becomes certificated, (i) each such certificate shall be delivered to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), pursuant to Section 2.02(a) and (ii) such Grantor shall fulfill all other requirements under Section 2.02 applicable in respect thereof.  Each Grantor hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable Law (including Gaming Laws), (i) if necessary to perfect a security interest in such Pledged Collateral, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Collateral under the terms hereof, and (ii) after the occurrence and during the continuance of any Event of Default (A) cause the Organization Documents of each such issuer of Equity Interests constituting Pledged Collateral to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the Uniform Commercial Code and (B) cause such Pledged Collateral to become certificated and delivered to the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement).

SECTION 2.05.Registration in Nominee Name; Denominations.  If an Event of Default shall occur and be continuing, subject to the Intercreditor Agreement, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger

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denominations for any purpose consistent with this Agreement; provided, that the Collateral Agent shall give the Company prior notice of its intent to exercise such rights.

SECTION 2.06.Voting Rights; Dividends and Interest.

(a)Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Company that the rights of the Grantors under this Section 2.06 are being suspended:

(i)Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Note Purchase Agreement and the other Note Documents; provided that such rights and powers shall not be exercised in any manner, except as may be permitted under this Agreement, the Note Purchase Agreement and the other Note Documents, that would materially and adversely affect the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Note Purchase Agreement or any other Note Document or the ability of the Secured Parties to exercise the same.

(ii)So long as no Event of Default shall have occurred and be continuing and thereafter so long as the Company has not received written notice from the Collateral Agent that the rights of the Grantors under this Section 2.06 are being suspended and to the extent required under applicable Law (including any Gaming Law), the Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and shall, if necessary, execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii)Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Note Purchase Agreement, the other Note Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and, subject to the

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Intercreditor Agreement, shall be promptly (and in any event within 30 days) delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(b)Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Company of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which (together with each other First Lien Agent (as defined in the Intercreditor Agreement) shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 30 days) delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02 hereof.  After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 that remain in such account.

(c)Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Company notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which (together with each other First Lien Agent (as defined in the Intercreditor Agreement)) shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights at the direction of the holders of a majority in the aggregate principal amount of the Secured Obligations outstanding at such time.  After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.

(d)Any notice given by the Collateral Agent to the Company suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this

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Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

SECTION 2.07.Further Assurances.  If (a) the Discharge of Credit Facility Obligations shall have occurred and the Collateral Agent does not maintain an office in the State of Nevada where the Nevada Gaming Pledged Equity may be maintained pursuant to the requirements of the Gaming Laws of Nevada, or (b) prior to the Discharge of Credit Facility Obligations Bank of America, N.A. shall cease to act as Credit Facility Agent and any successor Credit Facility Agent (or any of such successor Credit Facility Agent’s affiliates) does not maintain an office in the State of Nevada where the Nevada Gaming Pledged Equity may be maintained pursuant to the requirements of the Gaming Laws of Nevada, then in each case, the Company, the Collateral Agent, prior to the Discharge of Credit Facility Obligations, the successor Credit Facility Agent and an appointed escrow agent reasonably acceptable to the Collateral Agent (the “Escrow Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit V (the “Escrow Agreement”) with respect to the Nevada Gaming Pledged Equity.  The Company acknowledges and agrees that the Company shall bear all costs, expenses and fees in connection with the escrow arrangement contemplated by this Section 2.07 and the Escrow Agreement, including the costs, expenses and fees of the Escrow Agent.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01.Security Interest.

(a)As security for the payment or performance, as the case may be, in full of the Secured Obligations (including the Obligations under the Note Guaranty) each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i)all Accounts;

(ii)all Chattel Paper;

(iii)all Commercial Tort Claims listed on Schedule II hereto;

(iv)all Deposit Accounts;

(v)all Documents;

(vi)all Equipment;

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(vii)all Fixtures;

(viii)all General Intangibles and all Intellectual Property;

(ix)all Goods;

(x)all Instruments;

(xi)all Inventory;

(xii)all Investment Property;

(xiii)all Pledged Securities;

(xiv)all books and records pertaining to the Article 9 Collateral;

(xv)all letters of credit and Letter-of-Credit Rights;

(xvi)all Money; and

(xvii)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) any Excluded Assets.

(b)Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time (however, the Collateral Agent shall not have any duty) to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets of the Debtor, whether now owned or hereafter acquired” or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request.  Notwithstanding anything in this Agreement to the contrary, the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.

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(c)The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

(d)The Collateral Agent is authorized (however, the Collateral Agent shall not have any duty) to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party.

(e)Notwithstanding anything to the contrary in the Note Documents, none of the Grantors shall be required (i) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account, (ii) to take any action in any non-U.S. jurisdiction or required by the Law of any non-U.S. jurisdiction to create any security interest in any assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any assets located outside of the U.S. (it being understood that nothing herein shall require security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction) any assets located outside of the United States or (iii) to perfect in any assets subject to a certificate of title statute.

SECTION 3.02.Representations and Warranties.  The Grantors jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a)Subject to Liens permitted by Section 9.4 of the Note Purchase Agreement, each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than (i) any consent or approval that has been obtained and is in full force and effect, (ii) authorizations, approvals or notices to or from Gaming Authorities which may be required pursuant to applicable Gaming Laws after the date hereof in connection with (x) the grant of a Lien in favor of the Collateral Agent in the Nevada Gaming Pledged Equity, which the applicable Grantor will obtain in accordance with Article X(b) of the Note Purchase Agreement, (y) the addition of any Guarantor pursuant to Section 5.14 or (z) the enforcement of remedies and (iii) the requirement under applicable Gaming Laws to provide routine post-closing notices and/or copies of Note Documents to a Gaming Authority.

(b)The Uniform Commercial Code financing statements (including fixture filings solely in respect of real property required to be subject to a Deed of Trust pursuant to the Note Documents, as applicable) or other appropriate filings, recordings or registrations prepared based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate (or specified by notice from the Company to

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the Collateral Agent after the Closing in the case of filings, recordings or registrations (other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) required by the Note Purchase Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable Law with respect to the filing of continuation statements and as required to be made in the USPTO and USCO in order to perfect the Security Interest in Article 9 Collateral consisting of Patents, Trademarks and Copyrights acquired or developed by the Grantors after the date hereof.

(c)Each Grantor represents and warrants that short-form Intellectual Property Security Agreements containing a description of all Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending, unless it constitutes an Excluded Asset) and United States registered Copyrights, respectively, have been or on the Closing Date shall be delivered for recording by the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, as may be necessary to establish a valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of registrations and applications for Patents, Trademarks (except pending Trademark applications that constitute Excluded Assets) and Copyrights to the extent a security interest may be perfected by filing, recording or registration in the USPTO or the USCO, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than (i) such filings and actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed by any Grantor after the date hereof and (ii) the Uniform Commercial Code financing and continuation statements contemplated in Section 3.02(b)).

(d)(i) When all appropriate filings, recordings, registrations or notifications are made as may be required under applicable Law to perfect the Security Interest and (ii) upon the taking of possession or control by the Collateral Agent (or the First Lien Representative as bailee for the Collateral Agent pursuant to the Intercreditor Agreement) of such Article 9 Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by this Agreement or the Intercreditor Agreement, if then in effect), the Security Interest shall be prior to any other Lien on any of the Article 9 Collateral, other than (1) any nonconsensual Lien that is expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement and has priority as a matter of law and (2) Liens expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement.

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(e)The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement.  None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable United States Law covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement.

SECTION 3.03.Covenants.

(a)The Company agrees promptly (and in any event within 60 days after such change) to notify the Collateral Agent in writing of any change in (i) legal name of any Grantor, (ii) the type of organization of any Grantor, (iii) the jurisdiction of organization of any Grantor, or (iv) the chief executive office of any Grantor and take all actions necessary to continue the perfection of the security interest created hereunder following any such change with the same priority as immediately prior to such change.  The Company agrees promptly to provide the Collateral Agent after notification of any such change with certified Organization Documents reflecting any of the changes described in the first sentence of this paragraph.

(b)Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.19 of the Note Purchase Agreement, the Company shall deliver to the Collateral Agent supplemental schedules to the Perfection Certificate executed by the chief financial officer or the chief legal officer of each of Parent and the Company, as applicable.

(c)Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent or any other First Lien Agent (as defined in the Intercreditor Agreement) may from time to time reasonably request or that may be necessary to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.

(d)The Collateral Agent may (but shall have no obligation to) discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 9.4 of the Note Purchase Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Note Purchase Agreement, this Agreement or any other Note Document and within a reasonable period of time after the Grantors have been requested to do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 Business Days after demand for any payment made or

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any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization in accordance with Section 5.03; provided, however, Grantors shall not be obligated to reimburse the Collateral Agent with respect to any Intellectual Property included in the Article 9 Collateral which any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain, in accordance with Section 3.03(f)(iv), to the extent that the Company has provided notice in writing to Collateral Agent that such Intellectual Property is allowed to lapse, terminate or be put into the public domain.  Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Note Documents.

(e)Commercial Tort Claims.  If the Grantors shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated by such Grantor to exceed (i) $1,000,000 individually or (ii) when aggregated with all other Commercial Tort Claims for which this clause has not been satisfied, $5,000,000 in the aggregate, and, in each case, and for which a complaint in a court of competent jurisdiction has been filed, such Grantor shall within 45 days after the end of the fiscal quarter in which such complaint was filed (or such longer period as the First Lien Representative may agree in its reasonable discretion) notify the Collateral Agent thereof in a writing signed by such Grantor including a brief summary description of such claim and grant to the Collateral Agent, for the benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Required Holders.

(f)Intellectual Property Covenants.

(i)Other than to the extent permitted herein or in the Note Purchase Agreement, with respect to registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO Note Purchase Agreement, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Article 9 Collateral of such Grantor.

(ii)Other than to the extent permitted herein or in the Note Purchase Agreement, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, becomes publicly known).

(iii)Other than to the extent permitted herein or in the Note Purchase Agreement, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property included in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date

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hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.

(iv)Notwithstanding clauses (i) through (iii) above, nothing in this Agreement or any other Note Document prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Note Purchase Agreement if such Grantor determines in its reasonable business judgment that any of the foregoing actions is desirable in the conduct of its business.

(v)Within 60 calendar days after the end of each calendar quarter each Grantor shall provide a list of any additional registrations of Intellectual Property of such Grantor not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and file (with a written notification thereof to the Collateral Agent) at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

(g)Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary or reasonably requested by the Collateral Agent to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 9.4 of the Note Purchase Agreement.  Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 3.04.Instruments.  If the Grantors shall at any time hold or acquire any Instruments constituting Article 9 Collateral (excluding checks), and evidencing an amount in excess of (i) $1,000,000 individually or (ii) when aggregated with all other such Instruments for which this clause has not been satisfied $5,000,000 in the aggregate, such Grantor shall promptly (and in any event, within 60 days after the date of acquisition thereof or such longer period as to which the First Lien Representative may agree in its reasonable discretion) endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by instruments of transfer or assignment duly executed in blank.

ARTICLE IV

Remedies

SECTION 4.01.Remedies upon Default.  Upon the occurrence and during the continuance of an Event of Default, subject to applicable Gaming Laws and the Intercreditor Agreement, it is agreed that the Collateral Agent shall have the right to exercise any and all

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rights afforded to a secured party with respect to the Secured Obligations under the Uniform Commercial Code or other applicable Law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such occupancy; (iii) require each Grantor to, and each Grantor agrees that it will at its expense and upon the request of the Collateral Agent promptly, assign the entire right, title, and interest of such Grantor in each of the Patents, Trademarks, domain names and Copyrights to the Collateral Agent for the benefit of the Secured Parties; (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (v) subject to the mandatory requirements of applicable Law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery.  The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or a portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be subject to applicable Gaming Laws and shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or a portion thereof, to be sold 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 sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  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 sale, and such sale may, without further notice, be made at the time and place

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to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with applicable Gaming Laws and the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver, subject to applicable Gaming Laws.  Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

The Collateral Agent shall exercise rights and remedies and sell the Collateral under the Collateral Documents only at the direction of the Required Holders; provided that if the Collateral Agent shall not have received appropriate instructions within ten (10) days of a request from the applicable Secured Parties (or such shorter period as reasonably may be specified in such request or as may be necessary under the circumstances), it may, but shall be under no duty or obligation to take or refrain from taking such action and the Collateral Agent shall have no liability to any Person for such action or inaction.

SECTION 4.02.Application of Proceeds.

(a)Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in the following order:

First, to pay incurred and unpaid reasonable out-of-pocket fees and expenses of the Collateral Agent under the Note Purchase Agreement and the Other Note Documents;

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Second, ratably to the repayment in full in cash of the amount of Secured Obligations then outstanding under the Note Purchase Agreement and the Notes, for application as provided in the Note Purchase Agreement;

Third, any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full, shall be paid over to the Company or to whomsoever shall be lawfully entitled to receive the same.

If, despite the provisions of this Section 4.02(a), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Section 4.02(a), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 4.02(a).

(b)If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02.

(c)Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(d)In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied to or by the Collateral Agent by the Holders as to the amounts of unpaid principal and interest and other amounts (including Applicable Premium) outstanding with respect to the Obligations of the Note Parties under the Note Documents and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied.  All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Collateral Agent of any amounts distributed to it.

SECTION 4.03.Grant of License to Use Intellectual Property; Power of Attorney.  For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement only after such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, beginning only at such time the Collateral Agent shall be lawfully entitled to exercise such rights and remedies and not before, each Grantor hereby grants to the Collateral Agent a non-exclusive, royalty-free, limited license (until the termination or cure of the Event of

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Default) to use, license or, to the extent permitted under the terms of the relevant license, sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to operate such license, sublicense and other rights, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Note Purchase Agreement with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks.  Furthermore, each Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the USPTO or the USCO in order to effect an absolute assignment of all right, title and interest in each registration and application for a Patent, Trademark or Copyright, and to record the same.

ARTICLE V

Miscellaneous

SECTION 5.01.Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 17.1 of the Note Purchase Agreement (whether or not then in effect).  All communications and notices hereunder to any Grantor other than the Company shall be given to it in care of the Company as provided in Section 17.1 of the Note Purchase Agreement (whether or not then in effect).

SECTION 5.02.Waivers; Amendment.

(a)No failure by the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Note Document 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, and provided under each other Note Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or

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modification is to apply, subject to any consent required in accordance with Section 16.1 of the Note Purchase Agreement.

SECTION 5.03.Collateral Agent’s Fees and Expenses.

(a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder and indemnity for its actions in connection herewith as provided in the Note Purchase Agreement (in each case, whether or not then in effect) and all rights, indemnities and protections granted to the Collateral Agent therein shall apply hereto mutatis mutandis.

(b)Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents.  The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Note Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 5.03 shall be payable promptly upon written demand therefor.

SECTION 5.04.Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns, to the extent permitted under Section 22.1 of the Note Purchase Agreement.

SECTION 5.05.Survival of Agreement.  All covenants, agreements, representations and warranties made by the Grantors in the Note Documents, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Note Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Note Documents, and the incurrence of any Secured Obligations, and shall continue in full force and effect until the payment in full of all Secured Obligations (other than contingent indemnification obligations).

SECTION 5.06.Counterparts; Effectiveness; Successors and Assigns; Several Agreement.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Note Documents, and any separate letter agreements with respect to fees payable to the Collateral Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the

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Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns permitted thereby, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns permitted thereby, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Note Documents.  This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 5.07.Severability.  If any provision of this Agreement or the other Note Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement or any other Note Document shall not be affected or impaired thereby and (b) 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 5.08.[Reserved].

SECTION 5.09.Governing Law; Jurisdiction; Etc..  (a)  GOVERNING LAW.  THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT (EXCEPT, AS TO ANY OTHER NOTE DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION.  EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE COLLATERAL AGENT OR ANY RELATED PARTY OF THE COLLATERAL AGENT IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

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LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER NOTE DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY HOLDER OF THE NOTES MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 5.09.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.01.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 5.10.Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10

SECTION 5.11.Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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SECTION 5.12.Security Interest Absolute.  To the extent permitted by applicable Law, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Note Purchase Agreement, any other Note Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement, any other Note Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

SECTION 5.13.Intercreditor Agreement Governs.  Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement, if then in effect, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement, if then in effect.  In the event of any conflict between the terms of the Intercreditor Agreement, if then in effect, and the terms of this Agreement, the terms of the Intercreditor Agreement, if then in effect, shall govern.

SECTION 5.14.Termination or Release.

(a)This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations when all Secured Obligations have been paid in full (other than contingent indemnification obligations).

(b)The Liens securing the Secured Obligations will be released, in whole or in part, as provided in Section 21.2 of the Note Purchase Agreement.

(c)In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents and take all such further actions that such Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 21.2 of the Note Purchase Agreement.  Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 5.15.Additional Guarantors.  Each Subsidiary (other than an Excluded Subsidiary) of the Company that is required to enter into this Agreement as a Grantor pursuant to Section 8.12 of the Note Purchase Agreement shall, and any Subsidiary of the Company may, execute and deliver a Security Agreement Supplement and a Perfection Certificate and thereupon such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder.  The rights and

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obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 5.16.Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that may be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Company of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, including endorsing the name of any Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, making all determinations and decisions with respect thereto and obtaining or maintaining the policies of insurance required by Section 8.2 of the Note Purchase Agreement or paying any premium in whole or in part relating thereto; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  Anything in this Section 5.15 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 5.15 unless an Event of Default shall have occurred and be continuing and if the Collateral Agent is so directed.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein.  No Secured Party shall be liable in the absence of its own bad faith, gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.  All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, as provided in this Agreement, the Notes and the Note Purchase Agreement promptly upon written demand therefor by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

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SECTION 5.17.General Authority of the Collateral Agent.  By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 5.18.Reasonable Care.  The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to that which the Collateral Agent accords its own property.

SECTION 5.19.Deeds of Trust.  In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of a Deed of Trust and the terms thereof are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Deed of Trust shall control in the case of Fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall control in the case of all other Collateral.

SECTION 5.20.Reinstatement.  This Security Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

SECTION 5.21.Rights of the Collateral Agent.

(a)With respect to the Collateral Agent’s duties under this Agreement or any of the other Collateral Documents, the Collateral Agent may act through its attorneys, accountants, experts, agents and such other professionals as the Collateral Agent deems necessary, advisable or appropriate and shall not be responsible for the misconduct or negligence of any attorney, accountant, expert, agent or other such professional appointed with due care.

(b)The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until a Responsible Officer of the Collateral Agent shall have received a notice of Event of Default or

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a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred.  The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

(c)Whenever reference is made in this Agreement or any other Collateral Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Required Holders, as it deems appropriate.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

(d)The Collateral Agent shall be responsible only for the performance of such duties as are expressly set forth herein and no implied covenants, functions or responsibilities shall be read into this Agreement or otherwise exist against Collateral Agent.  The Collateral Agent shall not be responsible for any action taken or not taken by it under this Agreement or with respect to any Collateral Documents at the request or direction of any Secured Party.

(e)Notwithstanding anything to the contrary herein, the following provisions shall govern the Collateral Agent’s rights, powers, obligations and duties under this Security Agreement:

(i)Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent have any obligation to inquire or investigate as to the correctness, veracity, or content of any instruction pursuant to any other Collateral Document.  In no event shall the Collateral Agent have any liability in respect of any such instruction received by it and relied on with respect to any action or omission taken pursuant thereto.

(ii)Neither the Collateral Agent nor any of its experts, officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any of the Collateral Documents (except for its gross negligence or willful misconduct), or (ii) responsible in any manner for any recitals, statements, representations or warranties (other than its own recitals, statements, representations or warranties) made in this Agreement or any of the other Collateral Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any of the Collateral Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Collateral Documents or

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for any failure of the Grantors or any other Person to perform their obligations hereunder and thereunder.  The Collateral Agent shall not be under any obligation to any Person to ascertain or to inquire as to (i) the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Collateral Documents or to inspect the properties, books or records of the Grantors, (ii) whether or not any representation or warranty made by any Person in connection with this Agreement or any Collateral Documents is true, (iii) the performance by any Person of its obligations under this Agreement or any of the Collateral Documents or (iv) the breach of or default by any Person of its obligations under this Agreement or any of the Collateral Documents.

(iii)The Collateral Agent shall not be bound to (A) account to any Person for any sum or the profit element of any sum received for its own account; (B) disclose to any other Person any information relating to the Person if such disclosure would, or might, constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person; (C) be under any fiduciary duties or obligations other than those for which express provision is made in this Agreement or in any of the other Collateral Documents to which it is a party; or (D) be required to take any action that it believes, based on advice of counsel, is in conflict with any applicable law, this Agreement or any of the other Collateral Documents, or any order of any court or administrative agency;

(iv)The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith, except to the extent of the Collateral Agent’s gross negligence or willful misconduct.

(v)The Collateral Agent shall not be responsible for, nor incur any liability with respect to, (A) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Agreement or any of the other Note Documents, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, (B) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (C) the validity of the title of the Grantors to the Collateral, (D) insuring the Collateral or (E) the payment of taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral.

(vi)Notwithstanding anything in this Agreement or any of the Collateral Documents to the contrary, (A) in no event shall the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in connection with this Agreement or any of the Collateral Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; and (B) the

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Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set forth in this Agreement in all of the other Collateral Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such Collateral Documents.  In no event shall the Collateral Agent be obligated to invest any amounts received by it hereunder.

(vii)The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Collateral Documents (A) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to applicable law or any of the Collateral Documents or any other agreement referred to herein or therein, (B) if such action is not provided for in this Agreement or any of the other Collateral Documents, or the Intercreditor Agreement or the Note Purchase Agreement, (C) if, in connection with the taking of any such action hereunder or under any of the Collateral Documents that would constitute an exercise of remedies hereunder or under any of the Collateral Documents it shall not first be indemnified to its satisfaction by the Holders against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (D) if, notwithstanding anything to the contrary contained in this Agreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from the Holders or the Grantors funds equal to the amount payable.  The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any of the other Collateral Documents in accordance with a request of the Required Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the other Holders.

(viii)The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default unless and until a Responsible Officer of the Collateral Agent has received a written notice or a certificate from the Grantors stating that a Default has occurred.  The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it.  No provision of this Agreement, the Intercreditor Agreement or any of the Collateral Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement, any of the other Collateral Documents or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested.  The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any of the other Collateral Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction

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where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.

(ix)Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall become a Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto except for written notice to the other parties hereto.

(x)The Collateral Agent may resign as Collateral Agent at any time upon at least 60 day’s written notice to the Holders and the Grantors (which may be extended up to 90 days upon reasonable request by the Grantors) and may be removed at any time with or without cause by the Required Holders, with any such resignation or removal to become effective only upon the appointment of a successor Collateral Agent under this Section.  If the Collateral Agent shall provide notice of its resignation or be removed as Collateral Agent, then the Required Holders or the Company may (and if no such successor shall have been appointed within 45 days of the Collateral Agent’s date of notice of resignation or removal, the Collateral Agent or the Company may) appoint a successor Collateral Agent which successor agent shall, in the case of any appointment by the Collateral Agent, be reasonably acceptable to the Required Holders, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent and shall execute and deliver to the successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of the Grantors).  After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.  In the event that a successor Collateral Agent is not appointed within the time period specified in this Section following the provision of a notice of resignation or removal of the Collateral Agent, the Collateral Agent, the Company or any other Secured Party representing at least 10% of the principal amount of the Secured Obligations may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at the joint and several expense of the Grantors).  Upon providing its notice of resignation as provided herein, the Collateral Agent shall have no obligation with respect to, or liability for failure to, seek or obtain gaming licenses, seek or obtain gaming regulatory approvals, or comply with gaming commission conditions.  In the event that the Collateral Agent is required to acquire title to an asset, or take any managerial action of any kind in regard thereto, in order to perform any obligation under any Collateral Document, which in the Collateral Agent’s sole determination may cause the Collateral Agent to incur potential liability under any environmental law, the Collateral Agent reserves the right, instead of taking such action, to resign as Collateral Agent.

(xi)Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact has made any representations or warranties to it (except as

36

expressly provided herein) and no act by the Collateral Agent hereafter taken, including any review of the Grantors, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Secured Party.  Each Secured Party will, independently and without reliance upon the Collateral Agent or any other Secured Party, 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 to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Grantors.  Except for notices, reports and other documents expressly required to be furnished to the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Grantors which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents or attorneys-in-fact.

(xii)     In the event that the Collateral Agent is requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right to not follow such direction, to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver.  The Collateral Agent shall not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.  The Collateral Agent shall not be responsible for any loss incurred by the Collateral Agent’s refusal to take actions to acquire title or other actions that may result in it being considered an “owner or operator”.

(xiii)    The Company shall indemnify the Collateral Agent (which for purposes of this Section shall include its officers, directors, stockholders, employees and agents) against any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Agreement, including the costs and expenses of enforcing this Agreement against the Company (including this Section) and defending itself against any claim (whether asserted by the Company or any Secured Party 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, claim, damage, liability or expense has been determined in a final nonappealable decision of a court of competent jurisdiction to have been caused by its own gross negligence or willful misconduct.  The Collateral Agent shall notify the Company promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnity.  Failure by the Collateral Agent to so notify the Company shall not relieve the Company of their obligations

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hereunder.  The Company shall defend the claim and the Collateral Agent shall cooperate in the defense.  The Collateral Agent may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel only if the defendants in any such action include both the Company and the Collateral Agent and the Collateral Agent shall have reasonably concluded that a conflict may arise between the positions of the Company and the Collateral Agent in conducting the defense of any such action or that there may be legal defenses available to it which are different from or additional to those available to the Company.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.  The obligations of the Company under this Section shall survive the satisfaction and discharge or termination for any reason of the Note Purchase Agreement or the resignation or removal of the Collateral Agent.

(xiv)    In addition, and without prejudice to the rights provided to the Collateral Agent under any of the provisions of this Agreement, when the Collateral Agent incurs expenses or renders services after an Event of Default occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code.

(xv)     In connection with any actions taken pursuant to this Agreement, the Note Purchase Agreement or the Collateral Documents, the Collateral Agent shall also be entitled to all rights, protections and immunities granted to it under the Note Purchase Agreement.  In the event of any conflict relating to such rights, protections or immunities, the terms of this Agreement shall govern.

SECTION 5.22.    U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Collateral Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Collateral Agent.  The parties to this Agreement agree that they will provide the Collateral Agent with such information as it may request in order for the Collateral Agent to satisfy the requirements of the U.S.A. Patriot Act.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL CASH ACCESS, INC., as Company and a Grantor
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer
GLOBAL CASH ACCESS HOLDINGS, INC.,
as a Grantor
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer
CENTRAL CREDIT, LLC, as a Grantor
By:	/s/ Ram V. Chary
	Name:	Ram V. Chary
	Title:	Manager
GCA MTL, LLC, as a Grantor
By:	/s/ Ram V. Chary
	Name:	Ram V. Chary
	Title:	Chief Executive Officer
MULTIMEDIA GAMES HOLDING COMPANY, INC., as a Grantor
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

[Signature Page to Senior Secured Note Security Agreement]

MULTIMEDIA GAMES, INC., as a Grantor
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer
MGAM TECHNOLOGIES, LLC, as a Grantor
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

[Signature Page to Senior Secured Note Security Agreement]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By: Deutsche Bank National Trust Company
By:	/s/ Linda Reale
	Name:	Linda Reale
	Title:	Vice President
By:	/s/ Wanda Camacho
	Name:	Wanda Camacho
	Title:	Vice President

[Signature Page to Senior Secured Note Security Agreement]

SCHEDULE I

Pledged Equity

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest/Amount Authorized	No. Shares/Interest/Amount Issued	Percent Pledged
Global Cash Access, Inc.	Global Cash Access Holdings, Inc.	1	1,000	1,000	100%
GCA MTL, LLC	Global Cash Access, Inc.	N/A	N/A	N/A	100%
Central Credit, LLC	Global Cash Access, Inc.	N/A	N/A	N/A	100%
Game Financial Caribbean N.V.	Global Cash Access, Inc.	3	9 (6 outstanding)	4	66 2/3%
Arriva Card, Inc.	Global Cash Access, Inc.	02	1,000	1,000	100%
Global Cash Access (Canada), Inc.	Global Cash Access, Inc.	R-3 R-4	Unlimited Common Shares	501 271	65%
Global Cash Access (UK) Limited	Global Cash Access, Inc.	2 3	99	35 65	65%
Global Cash Access (Belize) Ltd	Global Cash Access, Inc.	5 6	2	1 0.3	65%
Global Cash Access (BVI), Inc.	Global Cash Access, Inc.	2 3	100	65 35	65%
Multimedia Games Holding Company, Inc.	Global Cash Access Holdings, Inc.	C-1	1,000	1,000	100%
Multimedia Games, Inc.	Multimedia Games Holding Company, Inc.	C-3	1,000	1,000	100%
MGAM Technologies, LLC	Multimedia Games, Inc.	N/A	$100	$100	100%
MGAM Canada, Inc.	Multimedia Games, Inc.	1 2 3 4	Unlimited	65 6,500 3,500 6,500	65%
MegaBingo International, LLC	Multimedia Games, Inc.	N/A	500 units	500 units	65%

SCH I-1

Pledged Debt

1.             Promissory Notes:

Payee	Payor	Principal  Amount		Date of  Issuance	Interest  Rate	Maturity  Date	Pledged  (Yes/No)
Global Cash Access, Inc.	GCAz (Macau), S.A.	23,321,492 HKD		January 1, 2014	5%	December 31, 2016	Yes
Global Cash Access, Inc.	Global Cash Access (UK) Ltd.	4,069,257 GBP		January 1, 2014	5%	December 31, 2016	Yes
Multimedia Games, Inc.	Bee Cave Games, Inc.	$	4,500,000	July 17, 2014	7%	July 31, 2018	Yes
Multimedia Games, Inc.	Global Cash Access, Inc.	$	1,062,790,968	December 19, 2014	8.75%	December 19, 2019	Yes

2.             Chattel Paper:  None

SCH I-2

SCHEDULE II

Commercial Tort Claims

None.

SCH II-1

Exhibit I to the

Security Agreement

FORM OF

SECURITY AGREEMENT SUPPLEMENT

SUPPLEMENT NO.         dated as of [     ] (this “Supplement”), to that certain Security Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among GLOBAL CASH ACCESS, INC. (the “Company”), the other Grantors from time to time party thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties.

A.Reference is made to that certain Note Purchase Agreement dated as of April 15, 2015  (as amended, waived, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Company, Global Cash Access Holdings, Inc., as parent, the purchasers party thereto and Deutsche Bank Trust Company Americas, as Collateral Agent.

B.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, and if not defined therein, the Note Purchase Agreement.

C.Section 5.15 of the Security Agreement provides that additional Restricted Subsidiaries of the Company may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Note Purchase Agreement to become a Grantor under the Security Agreement.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 5.15 of the Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary whether now existing or hereafter acquired.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary.  The Security Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agent for the benefit of the Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable

EXHIBIT I-1

against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Supplement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Supplement.  This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof.

SECTION 4.  The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary, (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office, (c) Schedule I attached hereto sets forth a true and complete list, with respect to the New Subsidiary, of (i) all the Equity Interests owned by the New Subsidiary in any Person and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the New Subsidiary and (ii) all the Pledged Debt owned by the New Subsidiary and (d) Schedule I attached hereto sets forth, as of the date hereof, each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by the New Subsidiary seeking damages in an amount of $1,000,000 or more.  Schedule I shall be incorporated into, and after the date hereof be deemed part of, the Perfection Certificate.

SECTION 5.  Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SUPPLEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 7.  If any provision of this Supplement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Supplement s shall not be affected or impaired thereby and (b) 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 8.  All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Security Agreement.

EXHIBIT I-2

SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with the execution and delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signatures on following page]

EXHIBIT I-3

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
Jurisdiction of Formation:
Address of Chief Executive Office:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT I-4

SCHEDULE I
TO SUPPLEMENTAL NO        TO THE
SECURITY AGREEMENT

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

Issuer Number of
Certificates Registered
Owner Number and
Class of Equity
Interests Percentage of
Equity Interests

DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

COMMERCIAL TORT CLAIMS

SCHEDULE I-1

Exhibit II to the

Security Agreement

FORM OF
PATENT SECURITY AGREEMENT
(SHORT-FORM)

PATENT SECURITY AGREEMENT, dated as of [     ] (this “Agreement”) among GLOBAL CASH ACCESS, INC., a Delaware corporation located at 7250 South Tenaya Way, Suite 100 Las Vegas, Nevada 89113 (the “Company”), the other Grantors identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties.

Reference is made to that certain Security Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent.  The Secured Parties’ agreements in respect of a sale of senior secured notes by the Company are set forth in that certain Note Purchase Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Company, Global Cash Access Holdings, Inc., as parent, the purchasers party thereto and the Collateral Agent.  The Guarantors are affiliates of the Company, will derive substantial benefits from the execution, delivery and performance of the obligations under the Note Purchase Agreement, and the undersigned Grantors are therefore willing to enter into this agreement.  Accordingly, the parties hereto agree as follows:

Section 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.  The rules of construction specified in Schedule II of the Note Purchase Agreement also apply to this Agreement.

Section 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Secured Obligations, including Obligations under the Note Guaranty, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

All patents of the United States, all registrations and recordings thereof, and all applications for patents of the United States, and all reissues, re-examinations, continuations, divisions, continuations-in-part, renewals or extensions thereof, owned by the Grantors including those listed on Schedule I hereto, and the inventions or improvements disclosed or claimed therein.

Section 3.  Termination.  This Patent Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Secured Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder.  The Collateral

EXHIBIT VI-1

Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver, at the sole expense of the Grantors, to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Patent Collateral acquired under this Agreement.  Additionally, upon such satisfactory performance or payment, the Collateral Agent shall reasonably cooperate, at the sole expense of the Grantors, with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Patent Collateral.

Section 4.  Supplement to the Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5.  Governing Law, Etc.  The terms of Sections 5.09 and 5.10 of the Security Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6.  Intercreditor Agreement Governs.  Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement, if then in effect, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement, if then in effect.  In the event of any conflict between the terms of the Intercreditor Agreement, if then in effect, and the terms of this Agreement, the terms of the Intercreditor Agreement, if then in effect, shall govern.

[Signatures on following page]

EXHIBIT II-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL CASH ACCESS, INC., as Company
By:
	Name:
	Title:
[GRANTORS]
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page for Patent Security Agreement]

Schedule I

Short Particulars of U.S. Patent Collateral

Exhibit III to the

Security Agreement

FORM OF
TRADEMARK SECURITY AGREEMENT
(SHORT-FORM)

TRADEMARK SECURITY AGREEMENT, dated as of [       ] (this “Agreement”) among GLOBAL CASH ACCESS, INC., a Delaware corporation located at 7250 South Tenaya Way, Suite 100 Las Vegas, Nevada 89113 (the “Company”), the other Grantors identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties.

Reference is made to that certain Security Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent.  The Secured Parties’ agreements in respect of a sale of senior secured notes by the Company are set forth in that certain Note Purchase Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Company, Global Cash Access Holdings, Inc., as parent, the purchasers party thereto and the Collateral Agent.  The Guarantors are affiliates of the Company, will derive substantial benefits from the execution, delivery and performance of the obligations under the Note Purchase Agreement, and the undersigned Grantors are therefore willing to enter into this agreement.  Accordingly, the parties hereto agree as follows:

Section 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.  The rules of construction specified in Schedule II of the Note Purchase Agreement also apply to this Agreement.

Section 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Obligations under the Note Guaranty, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(a)  all trademarks, service marks, trade names, corporate names, trade dress, logos, designs, fictitious business names, other source or business identifiers protected under the laws of the United States or any state or political subdivision thereof, all registrations and recordings thereof, all registration and recording applications filed in connection therewith in the USPTO, and all renewals thereof, as well as any unregistered trademarks and service marks used by a Grantor, including those listed on Schedule I hereto, and (b) all goodwill connected with the use thereof and symbolized thereby; provided that the grant of security interest shall not include any “intent-to-use” trademark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or

EXHIBIT VI-1

an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto.

Section 3.  Termination.  This Trademark Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Secured Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder.  The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver, at the sole expense of the Grantors, to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Trademark Collateral acquired under this Agreement.  Additionally, upon such satisfactory performance or payment, the Collateral Agent shall reasonably cooperate, at the sole expense of the Grantors, with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Trademark Collateral.

Section 4.  Supplement to the Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5.  Governing Law, Etc.  The terms of Sections 5.09 and 5.10 of the Security Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6.  Intercreditor Agreement Governs.  Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement, if then in effect, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement, if then in effect.  In the event of any conflict between the terms of the Intercreditor Agreement, if then in effect, and the terms of this Agreement, the terms of the Intercreditor Agreement, if then in effect, shall govern.

[Signatures on following page]

EXHIBIT III-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL CASH ACCESS, INC., as Company
By:
	Name:
	Title:
[GRANTORS]
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page for Trademark Security Agreement]

Schedule I to
Trademark Security Agreement

UNITED STATES Trademarks, Service Marks and Trademark Applications

Grantor Trademark or
Service Mark Date Granted Registration No. and
Jurisdiction

Grantor Trademark or
Service Mark Date Granted Registration No. and
Jurisdiction

Exhibit IV to the

Security Agreement

FORM OF
COPYRIGHT SECURITY AGREEMENT
(SHORT-FORM)

COPYRIGHT SECURITY AGREEMENT, dated as of [                ] (this “Agreement”) among GLOBAL CASH ACCESS, INC., a Delaware corporation located at 7250 South Tenaya Way, Suite 100 Las Vegas, Nevada 89113 (the “Company”), the other Grantors identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties.

Reference is made to that certain Security Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the other Grantors identified therein and who from time to time become a party thereto and the Collateral Agent.  The Secured Parties’ agreements in respect of a sale of senior secured notes by the Company are set forth in the Note Purchase Agreement dated as of April 15, 2015 (a as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among the Company, Global Cash Access Holdings, Inc., as parent, the purchasers party thereto and the Collateral Agent.  The Guarantors are affiliates of the Company, will derive substantial benefits from the execution, delivery and performance of the obligations under the Note Purchase Agreement, and the undersigned Grantors are therefore willing to enter into this agreement.  Accordingly, the parties hereto agree as follows:

Section 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.  The rules of construction specified in Schedule II of the Note Purchase Agreement also apply to this Agreement.

Section 2.  Grant of Security Interest.  As security for the payment or performance, as the case may be, in full of the Secured Obligations, including Obligations under the Note Guaranty, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby does pledge to the Collateral Agent for the benefit of the Secured Parties, and did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(a)  all copyright rights in any work owned by the Grantor subject to and under the copyright laws of the United States, whether as author, assignee, transferee, exclusive licensee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO, including those listed on Schedule I hereto.

Section 3.  Termination.  This Copyright Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Secured Obligations and any Lien arising therefrom shall be automatically released upon termination of

EXHIBIT VI-1

the Security Agreement or release of such Grantor’s obligations thereunder.  The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver, at the sole expense of the Grantors, to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Copyright Collateral acquired under this Agreement.  Additionally, upon such satisfactory performance or payment, the Collateral Agent shall reasonably cooperate, at the sole expense of the Grantors, with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Copyright Collateral.

Section 4.  Supplement to the Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Section 5.  Governing Law, Etc.  The terms of Sections 5.09 and 5.10 of the Security Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 6.  Intercreditor Agreement Governs.  Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject to the Intercreditor Agreement, if then in effect, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement, if then in effect.  In the event of any conflict between the terms of the Intercreditor Agreement, if then in effect, and the terms of this Agreement, the terms of the Intercreditor Agreement, if then in effect, shall govern.

[Signatures on following page]

EXHIBIT IV-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL CASH ACCESS, INC., as Company
By:
	Name:
	Title:
[GRANTORS]
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page for Copyright Security Agreement]

Schedule I

Short Particulars of U.S. Copyright Collateral

FORM OF
ESCROW AGREEMENT

This Escrow Agreement (“Agreement”), is made and entered as of the [·] day of [    ], [    ], by and among BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined in the Bank Security Agreement referred to below) (together with its successors and assigns in such capacity, the “Bank Collateral Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (as defined in the Notes Security Agreement referred to below) (together with its successors and assigns in such capacity, the “Notes Collateral Agent” and, together with the Bank Collateral Agent, the “Collateral Agents”), GLOBAL CASH ACCESS, INC., a Delaware corporation (the “Pledgor”)](1), and [] (“Escrow Agent”).

Reference is made to (i) Section 2.07 of the Security Agreement dated as of December 19, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Bank Security Agreement”), by and among the Pledgor, the other grantors party thereto and the Bank Collateral Agent, (ii) Section 2.07 of that certain Security Agreement dated as of April 15, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Notes Security Agreement”), by and among the Pledgor, the other grantors party thereto and the Notes Collateral Agent and (ii) that certain Intercreditor Agreement dated as of December 19, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the Bank Collateral Agent, the Notes Collateral Agent, Bank of America, N.A., as credit facility agent, Deutsche Bank Trust Company Americas, as notes agent, and each additional agent from time to time party thereto.  Unless otherwise noted, capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Bank Security Agreement, the Notes Security Agreement or the Intercreditor Agreement, as applicable.

RECITALS

WHEREAS, pursuant to the terms of the Bank Security Agreement and the Notes Security Agreement (collectively, the “Security Agreements”), the Pledgor is granting, and any future Grantor may grant, a collateral security interest in the Nevada Gaming Pledged Equity;

WHEREAS, pursuant to requirements of the Nevada Gaming Commission applicable to Equity Interests held by the Pledgor in entities that are licensed or registered with the Nevada Gaming Commission, the Nevada Gaming Pledged Equity must be retained in escrow in the State of Nevada subject to the further requirements of the Nevada Gaming Commission and in accordance with the applicable provisions of the Nevada Gaming Control Act and the regulations adopted thereunder; and

WHEREAS, Escrow Agent is willing and able to serve as an escrow holder for such purposes, subject to the terms and conditions of this Agreement,

(1)  Update to include any other Grantors holding Nevada Gaming Pledged Equity.

EXHIBIT V-1

IT IS THEREFORE AGREED:

1.This Agreement is not intended to modify or amend the Security Agreements but only to direct the activities of Escrow Agent during the operation of the escrow.  The Pledgor and the Bank Collateral Agent confirm that the copy of the Bank Security Agreement attached hereto as Exhibit 1 is a true and correct copy of the agreement to be executed and delivered by Pledgor and the Bank Collateral Agent concurrently with the execution and delivery of this Agreement and that there are no amendments or other documents or agreements thereto that may affect Escrow Agent’s duties and responsibilities hereunder.  The Pledgor and the Notes Collateral Agent confirm that the copy of the Notes Security Agreement attached hereto as Exhibit 2 is a true and correct copy of the agreement to be executed and delivered by Pledgor and the Notes Collateral Agent concurrently with the execution and delivery of this Agreement and that there are no amendments or other documents or agreements thereto that may affect Escrow Agent’s duties and responsibilities hereunder.  Escrow Agent has examined the Security Agreements and is empowered to perform such acts as are set forth in the Security Agreements.

2.On the date hereof, the Pledgor agrees to deliver to Escrow Agent the following share certificates (copies of which are attached hereto as Exhibit 2 to this Agreement) which constitute all of the Nevada Gaming Pledged Equity as of the date hereof:

Company Name	Share Certificate No.	No. of Shares
[   ]	[   ]	[   ]
[   ]	[   ]	[   ]
[   ]	[   ]	[   ]

3.Escrow Agent agrees to retain the Nevada Gaming Pledged Equity in a safe and secure fashion in its offices at [  ], Nevada [  ] (the “Collateral Location”), subject to the terms and conditions of this Agreement and the Security Agreements.  The Pledgor shall notify the Nevada Gaming Commission of the initial Collateral Location.  The Escrow Agent agrees (a) to provide the Pledgor and each Collateral Agent with thirty (30) days prior written notice of any anticipated or intended change of the Collateral Location during the term hereof (whether such change is made at the request of the Controlling Agent (as defined below) or otherwise), (b) not to move the certificates representing the Nevada Gaming Pledged Equity to a new Collateral Location until the Pledgor notifies the Escrow Agent that the Nevada Gaming Commission has been notified by the Pledgor of such new location (and, where required, such Nevada Gaming Commission have approved the new location) and in any event only on the instructions of the Controlling Agent (or if required by court order) to do so, and (c) to make the certificates representing the Nevada Gaming Pledged Equity available for inspection by agents or employees of the Nevada Gaming Commission or any applicable gaming authorities immediately upon request during normal business hours.

4.Pledgor and Bank Collateral Agent each consent to these arrangements and agree that Escrow Agent shall serve in such capacity subject to the terms and conditions of this Agreement and the Bank Security Agreement.  Pledgor and Notes Collateral Agent each consent to these arrangements and agree that Escrow Agent shall serve in such capacity subject to the terms and conditions of this Agreement and the Notes Security Agreement.

EXHIBIT V-2

5.Any action requested of Escrow Agent shall be made in writing by the Controlling Agent (each such requested action an “Escrow Instruction”) with a copy of any such Escrow Instruction sent to the other Collateral Agent as provided in the Security Agreements for notices.  Subject to the foregoing, Escrow Agent is authorized to accept and rely on facsimile machine transmitted instructions from any party hereto.  The Escrow Agent shall act in accordance with such Escrow Instruction.  The determination as to when a party shall have received any Escrow Instruction or a copy of an Escrow Instruction shall be determined in accordance with the determination of receipt of notices under the Security Agreements.  Subject to paragraph 6 below, the Escrow Agent agrees that it shall accept instructions or directions with respect to the Nevada Gaming Pledged Equity from the Controlling Agent, and shall disregard any instructions or directions from the Pledgor or its respective affiliates; provided, however, that the Controlling Agent shall forward to the Pledgor a copy of any such instructions or directions given by the Controlling Agent to the Escrow Agent within five (5) Business Days of its delivery thereof; provided, further however, that the failure to forward such instructions or directions to the Pledgor shall not affect the Escrow Agent’s right and obligation to comply with such instructions or directions from the Controlling Agent.  As used in this Agreement, the term “Controlling Agent” means the Bank Collateral Agent until such time as the Escrow Agent has received written notice from the Bank Collateral Agent stating in substance that henceforth the Notes Collateral Agent will be Controlling Agent (a “Change Notice”), at which time the Notes Collateral Agent will replace the Bank Collateral Agent as Controlling Agent.

6.If Escrow Agent receives written objection to any Escrow Instruction, Escrow Agent shall promptly confirm with such other Collateral Agent that it has received a copy of such objection and, if the Collateral Agents fail to resolve or compromise the conflicting claims as to the applicable Escrow Instruction within ten (10) days after receipt of such objection by the other, non-objecting Collateral Agent, Escrow Agent, of its own initiative or at the request of either Collateral Agent, may upon notice to and compliance with any requirements of the Nevada Gaming Board deposit the Nevada Gaming Pledge Equity held in the escrow account with Eighth Judicial District Court for the State of Nevada for decision with respect to the requested action until the conflict is resolved.

7.Upon delivery of the certificates representing the Nevada Gaming Pledged Equity to the Escrow Agent, the security interest of each Collateral Agent in such certificates shall be perfected under Article 8 and Article 9 of the Uniform Commercial Code as in effect in the State of Nevada.  Upon delivery or transfer of the Nevada Gaming Pledged Equity into the District Court, Escrow Agent shall have no further liability to either party with respect to the escrow Nevada Gaming Pledged Equity.

8.Escrow Agent shall have no responsibilities to Pledgor and Collateral Agents except as specifically provided in this Agreement or any Escrow Instructions and shall not be responsible for the performance of Pledgor or any Collateral Agent of any obligation set forth in the Security Agreements.  Escrow Agent shall have no responsibility to determine whether the Nevada Gaming Pledged Equity should be delivered to the Pledgor or the Controlling Agent under the terms of the Security Agreements but shall rely only on the written instructions of the parties or, if applicable, the order of any court having jurisdiction over the matter.  No implied duties or responsibilities of Escrow Agent shall be read into the Escrow Instructions.  Pledgor shall indemnify, defend, and hold Escrow Agent harmless from and against any and all liability,

EXHIBIT V-3

cost, and expense (including reasonable attorney’s fees and costs) and including specifically but without limitation any legal or other expenses with respect to any action for interpleader or similar action by Escrow Agent, arising out of or in any way connected with the performance by Escrow Agent under the provisions of this Agreement or any Escrow Instructions, excepting any liability, cost or expense arising out of the negligence or willful misconduct of Escrow Agent.  Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith.  The indemnifications provided herein shall survive termination of this Agreement.  Escrow Agent may consult with its counsel with respect to Escrow Agent’s performance under the provisions of these Escrow Instructions, and Escrow Agent shall not be liable for any action taken or omitted to be taken by it in accordance with advice of such counsel, excepting any liability, cost or expense arising out of the bad faith, negligence or willful misconduct of Escrow Agent.

9.Escrow Agent may resign and discharge itself of the obligations created hereby by sending written notice thereof to Pledgor and Collateral Agents not less than twenty (20) days prior to the date such notice specifies as the date upon which Escrow Agent’s resignation shall take effect.  Pledgor and the Controlling Agent provided that if the Notes Collateral Agent is the Controlling Agent at the time, then the Pledgor and the requisite percentage of Holders or Secured Parties (acting in accordance with the Senior Secured Notes Indenture and the Notes Security Agreement) shall work in good faith to reach agreement on the appointment of, and to appoint, a successor escrow agent by the effective time of any resignation of the Escrow Agent.  Should such successor escrow agent not be so appointed by the effective time of the Escrow Agent’s resignation, a successor escrow agent shall be appointed by a court of competent jurisdiction upon the petition of Escrow Agent.  Any successor escrow agent appointed hereunder shall execute, acknowledge, and deliver to Escrow Agent, Pledgor and Collateral Agents a written instrument accepting such appointment and thereupon such successor escrow agent, without further action on its part, shall become substituted in the place and stead of Escrow Agent hereunder.  Escrow Agent, upon being paid in full all sums due to it hereunder (including without limitation all reasonable legal and other expenses incurred by Escrow Agent in connection with the petition to appoint the successor escrow agent), shall immediately transfer to the successor agent all monies, notices, and other documents held by Escrow Agent hereunder against the receipt of such escrow agent therefor and shall thereupon be fully released and discharged from any further liability and/or responsibility hereunder.

10.These Escrow Instructions shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada and the regulations of the Nevada Gaming Commission.  As to Escrow Agent, this Agreement and any Escrow Instructions constitute the entire agreements among the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous instructions and undertakings of the parties in connection herewith; it being understood that the foregoing shall not alter, amend, modify or affect the continued validity of the Security Agreements and the agreements contemplated therein and thereby.  All of the terms, covenants, conditions, and provisions of this Agreement and any Escrow Instructions shall inure to the benefit of the parties hereto and to their respective heirs, legatees, devisees, personal representatives, executors, administrators, successors, and permitted assigns.  No failure or delay on the part of a party hereto in exercising any right, power, or remedy afforded it hereunder may be, or may deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, or remedy preclude any other or further exercise of any right, power, or

EXHIBIT V-4

remedy.  The invalidity of any provisions hereof shall in no way affect the validity of any other provision hereof.

11.These Escrow Instructions may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

12.Escrow Agent shall be paid by the Pledgor an administrative fee of [·](2) Dollars ($[·]) per year, payable in advance, for services rendered pursuant to this Agreement.  The expenses and fees of Escrow Agent in maintaining this escrow shall be paid by Pledgor.

13.Notices

(a)Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or electronic mail as follows:

if to the Pledgor at:

Global Cash Access, Inc.

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

Fax: 702-262-5039

Attention: General Counsel

if to the Bank Collateral Agent at:

Bank of America N.A.

901 Main Street

Mail Code: TX-1492-14-04

Dallas, Texas 75202

Attention: Jennifer Ollek

Tel.: 972-338-3767

Fax: 214-290-8374

Email: Jennifer.A.Ollek

if to the Notes Collateral Agent at:

Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16th Floor

Mail Stop: NYC60-1630

New York, New York 10005

Attention:  Corporates Team Deal Manager — Global Cash Access, Inc.

(2)  Escrow Agent to provide.

EXHIBIT V-5

Fax:  732-578-4635

With a copy to:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Agency Services

100 Plaza One, Mailstop JCY03-0699

Jersey City, New Jersey 07311

Attention:  Corporates Team Deal Manager — Global Cash Access, Inc.

Fax:  732-578-4635

if to the Escrow Agent at:

[   ]

[   ]

[   ]

Attention: [   ]

Facsimile: [   ]

Telephone: [   ]

Email: [   ]

14.The Escrow Agent may terminate this Agreement upon thirty (30) days prior written notice to the Collateral Agents and the Pledgor.  Both Collateral Agents acting together or the Notes Collateral Agent acting as Controlling Agent may terminate this Agreement upon thirty (30) days prior written notice to the Escrow Agent, the Pledgor and the Nevada Gaming Commission of the change in the Collateral Location.  This Agreement may be terminated immediately upon written notice to the Escrow Agent and the Pledgor from both Collateral Agents acting together or the Notes Collateral Agent acting as Controlling Agent, on termination or release of the security interest(s) of all terminating Collateral Agents in the Nevada Gaming Pledged Equity; provided that any notice from any terminating Collateral Agent must contain such Collateral Agent’s acknowledgement of the termination or release of its security interest in the Nevada Gaming Pledged Equity.  Upon termination hereof, if the Escrow Agent has not previously released the certificates representing the Nevada Gaming Pledged Equity in accordance with this Agreement, the Escrow Agent shall deliver such certificates to such person(s) as shall be designated in writing by the Controlling Agent or by order of any court of competent jurisdiction and this Agreement shall continue in full force and effect until such time.  Notwithstanding the foregoing, so long as the entity whose equity interests constitute any part of the Nevada Gaming Pledged Equity is licensed by or registered with the Nevada gaming authorities, the certificates representing such Nevada Gaming Pledged Equity may not be surrendered by the Escrow Agent to any party other than the Pledgor (to the extent permitted by the Controlling Agent) or a successor custodian in Nevada designated by the Controlling Agent (with thirty (30) days prior written notice to the Pledgor) without the prior approval of the Nevada Gaming Commission.

15.This Agreement shall not be modified except by an instrument in writing signed by the parties hereto.  From time to time, at the request and expense of the requesting party, each

EXHIBIT V-6

party agrees to and shall execute and deliver such further instruments and take such other action as the requesting party may reasonably request in order to effectuate the transactions set forth herein.

16.This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Nevada applicable to contracts made and performed in such state.

17.Notwithstanding any provision to the contrary contained herein, the terms of this Agreement are subject to the terms of the Intercreditor Agreement.  In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern.

[Signatures on following page]

EXHIBIT V-7

Exhibit V to the

Security Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL CASH ACCESS, INC., as Pledgor
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Bank Collateral
Agent
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Notes Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[            ], as Escrow Agent
By:
	Name:
	Title:

EXHIBIT V-8

Exhibit VI to the

Security Agreement

FORM OF

PERFECTION CERTIFICATE

April 15, 2015

Reference is hereby made to (i) that certain Security Agreement dated as of the date hereof (as amended, waived, supplemented or otherwise modified from time to time, the “Security Agreement”) among Global Cash Access, Inc., a Delaware corporation (the “Company”), the other Grantors party thereto (collectively, the “Grantors”) and Deutsche Bank Trust Company Americas (the “Collateral Agent”) and (ii) that certain Note Purchase Agreement dated as of the date hereof (as amended, waived, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) among the Company, Global Cash Access Holdings, Inc., as parent, the Purchasers party thereto and the Collateral Agent, as collateral agent.  Capitalized terms used but not defined herein have the meanings assigned in the Note Purchase Agreement or Security Agreement, as applicable.

As used herein, the term “Companies” means the Company and each other Grantor.

The undersigned hereby certify to the Collateral Agent as follows:

1.Names.

(a)The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a).  Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a).  Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company.

(b)Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change.

(c)Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time within the five years preceding the date hereof.  Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

2.Current Locations.  The chief executive office of each Company is located at the address set forth in Schedule 2 hereto.

3.Extraordinary Transactions.  Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired

EXHIBIT VI-1

by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

4.File Search Reports.  Attached hereto as Schedule 4 is a true and accurate summary of file search reports from (A) the Uniform Commercial Code filing offices (i) in each jurisdiction identified in Section 1(a) or Section 2 with respect to each legal name set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule (1)(c) or Schedule 3 with respect to each legal name of the person or entity from which each Company purchased or otherwise acquired any of the Collateral and (B) each real estate recording office identified in Schedule 7 with respect to real estate on which Collateral consisting of fixtures is or is to be located.  A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to the Collateral Agent.

5.UCC Filings.  The financing statements (duly authorized by each Company constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement or the applicable Deed of Trust, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.

6.Schedule of Filings.  Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5, (ii) the appropriate filing offices for the filings described in Schedule 11(c), (iii) the appropriate filing offices for the Deeds of Trust and fixture filings relating to the Pledged Properties set forth in  Schedule 7(a) and (iv) any other actions required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Collateral Documents.  No other filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Collateral Documents.

7.Real Property.  Attached hereto as Schedule 7(a) is a list of all (i) real property owned by each Company located in the United States as of the Closing Date, (ii) real property to be encumbered by a Deed of Trust and fixture filing, which real property includes all real property owned by each Company as of the Closing Date having a value in excess of $10,000,000 (such real property, the “Pledged Property”), (iii) common names, addresses and uses of each Pledged Property (stating improvements located thereon) and (iv) other information relating thereto required by such Schedule.  Except as described in Schedule 7(b) attached hereto:  (i) no Company has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described in Schedule 7(a) and (ii) no Company has any Leases which require the consent of the landlord, tenant or other party thereto to the Transactions.

8.Termination Statements.  Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to each Lien described therein.

EXHIBIT VI-2

9.Stock Ownership and Other Equity Interests.  Attached hereto as Schedule 9(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement.  Also set forth in Schedule 9(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made setting forth the percentage of such equity interests pledged under the Security Agreement.

10.Instruments and Tangible Chattel Paper.  Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security Agreement.

11.Intellectual Property.  (a) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Security Agreement) applied for or registered with the United States Patent and Trademark Office, and all other Patents and Trademarks (each as defined in the Security Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Company.

(b)Attached hereto as Schedule 11(b) is a schedule setting forth all of each Company’s United States Copyrights (each as defined in the Security Agreement), and all other Copyrights, including the name of the registered owner and the registration number of each Copyright owned by each Company.

(c)Attached hereto as Schedule 11(c) is a schedule setting forth all Patent Licenses, Trademark Licenses and Copyright Licenses, whether or not recorded with the USPTO or USCO, as applicable, including, but not limited to, the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other such evidence of recordation.

(d)Attached hereto as Schedule 11(d) in proper form for filing with the United States Patent and Trademark Office (the “USPTO”) and United States Copyright Office (the “USCO”) are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses set forth in Schedule 11(a), Schedule 11(b), and Schedule 11(c), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable.

12.Commercial Tort Claims.  Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) with a value reasonably estimated to be at least $1,000,000 individually and $5,000,000 in the aggregate held

EXHIBIT VI-3

by each Company, including a brief description thereof and stating if such commercial tort claims are required to be pledged under the Security Agreement.

13.Insurance.  Attached hereto as Schedule 13 is a true and correct list of all insurance policies of the Companies.

[The Remainder of this Page has been intentionally left blank]

EXHIBIT VI-4

IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the date first written above.

GLOBAL CASH ACCESS, INC.
By:
	Name:
	Title:
GLOBAL CASH ACCESS HOLDINGS, INC.
By:
	Name:
	Title:
CENTRAL CREDIT, LLC
By:
	Name:
	Title:
GCA MTL, LLC
By:
	Name:
	Title:
MULTIMEDIA GAMES HOLDING
COMPANY, INC.
By:
	Name:
	Title:

[Signature Page to Perfection Certificate]

MULTIMEDIA GAMES, INC.
By:
	Name:
	Title:
MGAM TECHNOLOGIES, LLC
By:
	Name:
	Title:

[Signature Page to Perfection Certificate]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

GUARANTY

THIS GUARANTY (as it may hereafter be amended, supplemented, modified or restated from time to time, this “Guaranty”), dated as of April 15, 2015, is executed and delivered by Global Cash Access Holdings, Inc., a Delaware corporation (the “Parent”), and each Subsidiary that is a signatory hereto and any future Restricted Subsidiary (as each of the foregoing is defined in the Note Purchase Agreement defined below) that executes and delivers an Amendment hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Deutsche Bank Trust Company Americas acting in its capacity as Collateral Agent for the benefit of the Holders of the Notes (as defined in the Note Purchase Agreement) (in such capacity, together with any successor appointed pursuant to Section 21.7 of the Note Purchase Agreement, the “Collateral Agent”).

WHEREAS, certain Purchasers and the Collateral Agent are parties to that certain Note Purchase Agreement dated as of April 15, 2015 (as it may hereafter be amended, supplemented, modified or restated from time to time, the “Note Purchase Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined) with Global Cash Access, Inc., a Delaware corporation (the “Company”) and the Parent;

WHEREAS, each of the Guarantors will derive substantial direct and indirect benefit from the transactions contemplated by the Note Purchase Agreement;

NOW, THEREFORE, in consideration of the foregoing and in order to induce the Purchasers to make the credit extensions contemplated under the Note Purchase Agreement, the Guarantors hereby agree, jointly and severally, as follows:

1.Definitions and Construction.

(a)Definitions.  The following terms, as used in this Guaranty, shall have the following meanings:

“Bankruptcy Code” shall mean the United States Bankruptcy Code.

“Beneficiaries” shall mean the Collateral Agent, the Purchasers and each other Holder of the Notes from time to time.

“Collateral” shall mean the property or assets described in Section 16 hereof.

“Guaranteed Obligations” shall mean the due and punctual payment of all Indebtedness owing by the Company and the other Note Parties.

“Indebtedness” shall mean any and all obligations, indebtedness, or liabilities of any kind or character owed to the Beneficiaries by the Company and arising directly or indirectly out of or in connection with the Note Purchase Agreement, the Notes, or the other Note Documents (in each case as amended, supplemented, modified or restated from time to time), including all such

1

obligations, indebtedness, or liabilities, whether for principal, interest (including any and all interest which, but for the application of the provisions of the Bankruptcy Code, would have accrued on such amounts), premium (including any Applicable Premiums), fees, costs, expenses (including reasonable attorneys’ fees), or indemnity obligations, whether heretofore, now, or hereafter made, incurred, or created, whether voluntarily or involuntarily made, incurred, or created, whether secured or unsecured (and if secured, regardless of the nature or extent of the security), whether absolute or contingent, liquidated or unliquidated, or determined or indeterminate, whether the Company is liable individually or jointly with others, and whether recovery is or hereafter becomes barred by any statute of limitations or otherwise becomes unenforceable for any reason whatsoever, including any act or failure to act by the Beneficiaries.

(b)Construction.  Unless the context of this Guaranty clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the part includes the whole, the term “including” is not limiting, and the term “or” has the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and other similar terms refer to this Guaranty as a whole and not to any particular provision of this Guaranty.  Any reference in this Guaranty to any of the following documents includes any and all alterations, amendments, extensions, modifications, renewals, supplements or restatements thereto or thereof, as applicable:  the Note Documents; the Note Purchase Agreement; this Guaranty; and the Notes.  Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against the Beneficiaries or any Guarantor, whether under any rule of construction or otherwise.  On the contrary, this Guaranty has been reviewed by the Guarantors, the Beneficiaries, and their respective counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Beneficiaries and the Guarantors.

2.Guaranteed Obligations.  Each Guarantor, jointly and severally, hereby irrevocably and unconditionally guaranties to the Beneficiaries, as and for its own debt, until final and indefeasible payment thereof has been made, the due and punctual payment of the Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.

Each Guarantor represents and warrants to the Beneficiaries that (i) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, delay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, or about to engage, in any business or transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of this Guaranty and any collateral security provided in connection herewith will not result in such Guarantor becoming insolvent.  Each Guarantor hereby covenants and agrees that, as long as this

2

Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the same in full in accordance with the terms thereof and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty or any collateral given in connection herewith, or in any manner impair the Beneficiaries’ rights and privileges hereunder or thereunder.

3.Continuing Guaranty.  This Guaranty includes Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part.  To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Indebtedness.  If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Beneficiaries, (b) no such revocation shall apply to any Guaranteed Obligations in existence on the date that written notice of revocation has been received by Beneficiaries (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after the date that written notice of revocation has been received by Beneficiaries to the extent such Guaranteed Obligations were made or created pursuant to a legally binding commitment of Beneficiaries in existence on the date of such revocation, (d) no payment by any Guarantor, the Company, or from any other source, prior to the date of such revocation, shall reduce the maximum obligation of such Guarantor hereunder, and (e) any payment by the Company or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligations of such Guarantor hereunder.

4.Performance under this Guaranty.  In the event that the Company fails to make any payment of any Guaranteed Obligations on or before the due date thereof, each Guarantor immediately shall cause such payment to be made.

5.Primary Obligations.  This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes.  Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to the Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of the Company or any other Guarantor, and that a separate action may be brought against such Guarantor regardless of whether such action is brought against the Company or another Guarantor or whether the Company or any such other Guarantor is joined in such action.  Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against the Company or any other Guarantor, or the enforcement of any lien or realization upon any security any Beneficiary may at any time possess.  Each Guarantor agrees that any release which may be given by the

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Beneficiaries to Company or any other Guarantor shall not release such Guarantor.  Each Guarantor consents and agrees that the Beneficiaries shall be under no obligation to marshal any property or assets of the Company or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guaranteed Obligations.

6.Waivers.

(a)Each Guarantor hereby waives:  (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Note Purchase Agreement, or the creation or existence of any Guaranteed Obligations; (iii) notice of the amount of the Guaranteed Obligations, subject, however, to such Guarantor’s right to make inquiry of Collateral Agent to ascertain the amount of the Guaranteed Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Company or of any other fact that might increase such Guarantor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument; (vi) notice of any Default or Event of Default under the Note Purchase Agreement; and (vii) all other notices (except if such notice is specifically required to be given to a Guarantor under this Guaranty or any other Note Document to which such Guarantor is party).

(b)To the fullest extent permitted by applicable law, each Guarantor waives the right by statute or otherwise to require the Beneficiaries to institute suit against the Company or to exhaust any rights and remedies which the Beneficiaries have or may have against the Company.  In this regard, each Guarantor agrees that it is bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to the Beneficiaries by such Guarantor.  Each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the Company or by reason of the cessation from any cause whatsoever of the liability of the Company in respect thereof.

(c)To the maximum extent permitted by law, each Guarantor hereby waives:  (i) any rights to assert against the Beneficiaries any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the Company or any other party liable to the Beneficiaries; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Beneficiaries; (iv) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) to the fullest extent permitted by law, any defense or benefit that may be derived from or afforded by law which limits the liability of or exonerates guaranties or sureties or requires the Beneficiaries to exhaust remedies against the Company prior to commencing any action or foreclosure against such Guarantor or its properties.

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(d)Each Guarantor agrees that so long as all or a portion of the Indebtedness or this Guaranty is secured by a deed of trust or mortgage covering interests in real property, the Beneficiaries, in their sole discretion, without notice or demand and without affecting the liability of such Guarantor under this Guaranty, may foreclose pursuant to the terms of the Note Purchase Agreement or otherwise the deed of trust or mortgage and the interests in real property secured thereby by non-judicial sale.  Each Guarantor understands that the exercise by the Beneficiaries of certain rights and remedies contained in the Note Purchase Agreement and any such deed of trust or mortgage may affect or eliminate such Guarantor’s right of subrogation against Company and that such Guarantor may therefore incur a partially or totally non-reimbursable liability hereunder.  Nevertheless, each Guarantor hereby authorizes and empowers the Beneficiaries to exercise, in their sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of such Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.

Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of any real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, each Guarantor shall remain bound under this Guaranty including its obligation to pay any deficiency following a non-judicial foreclosure.

(e)(1) Notwithstanding anything to the contrary elsewhere contained herein or in any other Note Document, until full and final payment of the Guaranteed Obligations, each Guarantor hereby waives with respect to the Company and its respective successors and assigns (including any surety) and any other party any and all rights at law or in equity, to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker and which such Guarantor may have or hereafter acquire against the Company or any other party in connection with or as a result of the Company’s execution, delivery and/or performance of the Note Purchase Agreement or any other Note Document.  Each Guarantor agrees that it shall not have or assert any such rights against the Company or the Company’s successors and assigns or any other Person (including any surety), either directly or as an attempted setoff to any action commenced against such Guarantor by the Company (as borrower or in any other capacity) or any other Person until the Guaranteed Obligations have been fully and finally repaid to the Beneficiaries.  Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit the Beneficiaries and shall not limit or otherwise affect any of the Company’s liability hereunder, under any other Note Document to which Company is a party, or the enforceability hereof or thereof.

(1)To the extent any waiver of subrogation contained in subparagraph (e)(1) is unenforceable, each Guarantor shall, until the Guaranteed Obligations shall have been paid in full, withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of

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subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Company, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Beneficiaries, and (b) any right of contribution such Guarantor may have against any other Guarantor.  Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the Company or against any collateral or security, and any rights of contribution Guarantor may have against any such other Guarantor, shall be junior and subordinate to any rights the Collateral Agent or any Holders of the Notes may have against the Company, to all right, title and interest the Beneficiaries may have in any such collateral or security, and to any right the Beneficiaries may have against such other Guarantor.  The Collateral Agent, on behalf of the Holders of the Notes, may use, sell or dispose of any item of collateral or security as it sees fit without regard to any subrogation rights any Guarantor may have, and upon any such disposition or sale any rights of subrogation the Guarantors may have shall terminate.  If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement or indemnification rights at any time when all Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the Collateral Agent on behalf of the Holders of the Notes and shall forthwith be paid over to the Collateral Agent for the benefit of the Holders of the Notes to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the Note Purchase Agreement.

7.Releases.  Each Guarantor consents and agrees that, without notice to or by such Guarantor and without affecting or impairing the obligations of such Guarantor hereunder, the Beneficiaries may, by action or inaction, compromise or settle, extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the Note Purchase Agreement, the Notes, or any of the other Note Documents or may grant other indulgences to the Company in respect thereof, or may amend or modify in any manner and at any time (or from time to time) any one or more of the Note Purchase Agreement, the Notes, or any of the other Note Documents, or may, by action or inaction, release or substitute any other Guarantor, if any, of the Guaranteed Obligations, or may enforce, exchange, release, or waive, by action or inaction, any security for the Guaranteed Obligations (including the Collateral) or any other guaranty of the Guaranteed Obligations, or any portion thereof.

8.No Election.  Beneficiaries shall have the right to seek recourse against any Guarantor to the fullest extent provided for herein and no election by Beneficiaries to proceed in one form of action or proceeding, or against any Guarantor or other party, or on any obligation, shall constitute a waiver of the Beneficiaries’ right to proceed in any other form of action or proceeding or against any other Guarantor or other parties unless the Beneficiaries have expressly waived such right in writing.  Specifically, but without limiting the generality of the foregoing, no action or proceeding by the Beneficiaries under any document or instrument evidencing the Guaranteed Obligations shall serve to diminish the liability of the Guarantors under this Guaranty except to the extent that the Beneficiaries finally and unconditionally shall have realized indefeasible payment by such action or proceeding.

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9.Indefeasible Payment.  The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Beneficiaries are no longer subject to any right on the part of any person whomsoever, including the Company, the Company as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of the Company’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential.  In the event that, for any reason, all or any portion of such payments to the Beneficiaries is set aside or restored, whether voluntarily or involuntarily, after the making thereof, the obligation or part thereof intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made and each Guarantor shall be liable for the full amount the Beneficiaries are required to repay plus any and all costs and expenses (including attorneys’ fees) paid by the Beneficiaries in connection therewith.

10.Financial Condition of the Company.  Each Guarantor represents and warrants to the Beneficiaries that it is currently informed of the financial condition of the Company and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations.  Each Guarantor further represents and warrants to the Beneficiaries that it has read and understands the terms and conditions of the Note Purchase Agreement, the Notes, and the other Note Documents.  Each Guarantor hereby covenants that it will continue to keep itself informed of the Company’s financial condition, the financial condition of other Guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.

11.Subordination.  Each Guarantor hereby agrees that any and all present and future indebtedness of the Company owing to such Guarantor is postponed in favor of and subordinated to payment in full of the Guaranteed Obligations.  Each Guarantor agrees that amounts paid over to the Beneficiaries pursuant to the subordination provisions of this Section 11 shall be separate and apart from, and shall not be credited to, the liability of such Guarantor pursuant to Section 2.

12.Payments; Application.  All payment to be made hereunder by any Guarantor shall be made in lawful money of the United States of America at the time of payment, shall be made in immediately available funds, and shall be made without setoff, deduction (whether for Taxes or otherwise) or counterclaim.  All payments made by any Guarantor hereunder shall be applied as follows:  first, to all reasonable costs and expenses (including attorneys’ fees) incurred by the Beneficiaries in enforcing this Guaranty or in collecting the Guaranteed Obligations; second, to all accrued and unpaid interest, premium, if any, and fees owing to the Beneficiaries constituting Guaranteed Obligations; and third, to the balance of the Guaranteed Obligations.

13.Attorneys’ Fees and Costs.  Each Guarantor agrees to pay, on demand, all reasonable and documented out-of-pocket attorneys’ fees and all other reasonable and documented out-of-pocket costs and expenses which may be incurred by the Beneficiaries in the enforcement of this Guaranty or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligations (or any security therefor), irrespective of whether suit is brought.

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14.Notices.  All notices and other communications provided to any party hereto under this Guaranty shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth below or at such other address or facsimile number as may be designated by such party in a notice to the other parties.  Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.

If to any Guarantor:	c/o Global Cash Access Holdings, Inc.
	7250 S. Tenaya Way, Suite 100
	Las Vegas, NV 89113
	Attn: Randy Taylor, Chief Financial Officer
	Facsimile number: 702-262-5039
	Email: rtaylor@gcamail.com
With a copy to:	DLA Piper LLP (US)
	1251 Avenue of the Americas, 27th Floor
	New York, NY 10020
	Attn: Jamie Knox, Esq.
	Email: jamie.knox@dlapiper.com
If to Beneficiaries:	Deutsche Bank Trust Company Americas, as Collateral Agent
	Trust & Agency Services
	60 Wall Street, 16th Floor
	Mail Stop: NYC60-1630
	New York, New York 10005
	Attn:  Corporates Team Deal Manager — Global Cash Access, Inc.
	Fax:  732-578-4635
	With a copy to:
	Deutsche Bank Trust Company Americas
	c/o Deutsche Bank National Trust Company
	Trust & Agency Services
	100 Plaza One, Mailstop JCY03-0699
	Jersey City, New Jersey 07311
	Attn:  Corporates Team Deal Manager — Global Cash Access, Inc.
	Fax:  732-578-4635

15.Cumulative Remedies.  No remedy under this Guaranty, the Note Purchase Agreement, the Notes, or any other Note Document is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy given under this Guaranty, the Note Purchase Agreement, the Notes, or any other Note Document, and those provided by law.  No delay or omission by the Beneficiaries to exercise any right under this Guaranty shall impair any such right nor be construed to be a waiver thereof.  No failure on the part of the Beneficiaries to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver thereof; nor shall any single or partial exercise of any

8

right under this Guaranty preclude any other or further exercise thereof or the exercise of any other right.

16.Collateral.  The obligations of one or more of the Guarantors under this Guaranty may be secured as provided for in certain of the Note Documents that have been or will be executed by such Guarantor in favor of the Collateral Agent.

17.Severability of Provisions.  If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby and (b) 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.

18.Entire Agreement; Amendments.  This Guaranty constitutes the entire agreement among each Guarantor and the Beneficiaries pertaining to the subject matter contained herein.  This Guaranty may not be altered, amended, or modified, nor may any provision hereof be waived or noncompliance therewith consented to, except by means of a writing executed by each Guarantor and the Collateral Agent.  Any such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the specific purpose for which given.  No course of dealing and no delay or waiver of any right or default under this Guaranty shall be deemed a waiver of any other, similar or dissimilar, right or default or otherwise prejudice the rights and remedies hereunder.

19.Successors and Assigns.  Subject to the terms of the Note Purchase Agreement, this Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Beneficiaries; provided, however, no Guarantor shall assign this Guaranty or delegate any of its duties hereunder without Beneficiaries’ prior written consent and any unconsented to assignment shall be absolutely void.  In the event of any assignment or other transfer of rights by the Beneficiaries, the rights and benefits herein conferred upon the Beneficiaries shall automatically extend to and be vested in such assignee or other transferee.

20.Choice of Law and Venue; Service of Process.  THIS GUARANTY AND THE OTHER NOTE DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER NOTE DOCUMENT (EXCEPT, AS TO ANY OTHER NOTE DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

EACH OF THE GUARANTORS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE

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COLLATERAL AGENT, ANY HOLDER OF THE NOTES OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS GUARANTY OR IN ANY OTHER NOTE DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY HOLDER OF THE NOTES MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER NOTE DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER NOTE DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 20.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.  NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

21.Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

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INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.

22.Joint and Several Liability.  The liability of the Guarantors hereunder shall be joint and several.

23.Counterparts.  This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Guaranty.

24.Additional Guarantors.  Without limitation to the other requirements set forth in Section 8.12 of the Note Purchase Agreement, promptly (and in any event within forty-five (45) days or such longer period agreed to by the Required Holders) upon any Person becoming a Restricted Subsidiary (other than any Excluded Subsidiary), including any Subsidiary becoming a Restricted Subsidiary or ceasing to be an Excluded Subsidiary, the Parent shall cause such Subsidiary to duly execute and deliver an Amendment in the form of Exhibit A (or otherwise in form and substance reasonably satisfactory to the Required Holders) in order to become a Guarantor.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Guaranty as of the day and year first written above.

GLOBAL CASH ACCESS HOLDINGS, INC.
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer
CENTRAL CREDIT, LLC
By:	/s/ Ram V. Chary
	Name:	Ram V. Chary
	Title:	Manager
GCA MTL, LLC
By:	/s/ Ram V. Chary
	Name:	Ram V. Chary
	Title:	Chief Executive Officer
MULTIMEDIA GAMES HOLDING COMPANY, INC.
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

[Signature page to Senior Secured Note Guaranty]

MULTIMEDIA GAMES, INC.
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer
MGAM TECHNOLOGIES, LLC
By:	/s/ Randy L. Taylor
	Name:	Randy L. Taylor
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

[Signature page to Senior Secured Note Guaranty]

Accepted and Agreed:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
	By: Deutsche Bank National Trust Company
By:	/s/ Linda Reale
	Name:	Linda Reale
	Title:	Vice President
By:	/s/ Wanda Camacho
	Name:	Wanda Camacho
	Title:	Vice President

[Signature page to Senior Secured Note Guaranty]

EXHIBIT A

FORM OF AMENDMENT TO GUARANTY

This Amendment to Guaranty (this “Amendment”), dated as of [               ], 20[     ], relates to that certain Guaranty dated as of April 15, 2015 (as it may have been amended, supplemented, modified or restated from time to time, the “Guaranty”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Global Cash Access Holdings, Inc., a Delaware corporation (the “Parent”),  and certain other Subsidiaries of Parent (collectively, the “Guarantors”) in favor of Deutsche Bank Trust Company Americas, acting in its capacity as Collateral Agent for the benefit of the Holders of the Notes (as defined in the Note Purchase Agreement referenced below) (in such capacity, together with any successor appointed pursuant to Section 21.7 of the Note Purchase Agreement referred to below, the “Collateral Agent”).

In compliance with Section 8.12 of that certain Note Purchase Agreement dated as of April 15, 2015 (as it may be amended, supplemented, modified or restated from time to time, the “Note Purchase Agreement”) among Global Cash Access, Inc., a Delaware corporation (the “Company”), the Parent, the Collateral Agent and the Purchasers party thereto, [               ] (the “Additional Guarantor”) hereby agrees as follows:

1.Amendment.  The Guaranty is hereby amended to add as a party, and more specifically, as a Guarantor, thereunder, the Additional Guarantor.

2.Representations and Warranties.  The Additional Guarantor represents and warrants to the Collateral Agent and the Holders of the Notes that each of the representations and warranties of a Guarantor contained in the Guaranty is hereby made by the Additional Guarantor as of the date hereof and is true and correct as to the Additional Guarantor as of the date hereof.

3.Additional Guarantor as Guarantor.  The Additional Guarantor assumes all of the obligations and liabilities of a Guarantor under the Guaranty, agrees to be bound thereby as if the Additional Guarantor were an original party to the Guaranty and shall be a Guarantor for all purposes under the Note Documents.

4.Effectiveness.  This Amendment shall become effective on the date hereof upon the execution hereof by the Additional Guarantor and the Collateral Agent and delivery hereof to the Collateral Agent.

5.Governing Law.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

EXHIBIT A-1

6.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

6.Notices.  All communications and notices under this Amendment and the Guaranty shall be in writing and given as provided in Section 14 of the Guaranty.  All communications and notices under this Amendment and the Guaranty to the Additional Guarantor shall be given to it at the following address:

[insert address]

[	]
By:
	Name:
	Title:

Accepted and Agreed:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT A-2