Exhibit 10.1


                                 AMENDMENT NO. 2
                                       TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


          AMENDMENT NO. 2, dated as of August __, 2007 (this  "Amendment") among
GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation  ("Holdings"),  GLOBAL
CASH ACCESS, INC., a Delaware corporation (the "Borrower"), and BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, the "Administrative Agent").

         WHEREAS, Holdings, the Borrower, the banks and other financial
institutions from time to time party hereto (the "Lenders"), Bank of America,
N.A., as Swing Line Lender and as L/C Issuer, and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of November
1, 2006, as amended by Amendment No. 1 thereto dated as of June 22, 2007 (as so
amended, the "Credit Agreement").

         WHEREAS, Holdings and the Borrower have requested that the Lenders
agree to certain amendments to the Credit Agreement, and each of the Lenders
signatory hereto, which Lenders collectively constitute the Required Lenders
referred to in the Credit Agreement, have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as herein provided.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

          1. Terms. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein.

          2. Amendment.  Section 7.06(a)(xiii) of the Credit Agreement is hereby
amended by substituting "$30,000,000" in place of "$10,000,000" therein.

          3.  Representations and Warranties.  Each of Holdings and the Borrower
represents and warrants to the Administrative Agent and the Lenders that, on and
as of the date hereof, and after giving effect to this Amendment:

          3.1 Authorization.  The execution, delivery and performance by each of
Holdings  and the Borrower of this  Amendment  has been duly  authorized  by all
necessary  action,  and this  Amendment  has been duly executed and delivered by
each of Holdings and the Borrower.

          3.2 Binding  Obligation.  This Amendment  constitutes the legal, valid
and binding  obligation  of each of Holdings and the  Borrower,  enforceable  in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy,  insolvency,  reorganization  or similar laws  affecting  creditors'
rights generally and by principles of equity.


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          3.3 No Legal  Obstacle  to  Amendment.  The  execution,  delivery  and
performance of this Amendment will not (a) contravene the Organization Documents
of Holdings or the Borrower; (b) contravene any contractual  restriction binding
on or  affecting  Holdings  or  the  Borrower  or  any of  their  property;  (c)
contravene  any court decree,  order or Law binding on or affecting  Holdings or
the Borrower;  or (d) result in, or require the creation or  imposition  of, any
Lien on any of  Holdings  or the  Borrower's  properties.  Except  as have  been
obtained  prior  to  the  date  hereof,  no  authorization  or  approval  of any
governmental  authority  is  required  to  permit  the  execution,  delivery  or
performance by Holdings or the Borrower of this Amendment,  or the  transactions
contemplated hereby.

          3.4 Incorporation of Certain  Representations.  After giving effect to
the terms of this  Amendment,  the  representations  and warranties set forth in
Article V of the Credit Agreement are true and correct in all respects on and as
of the date  hereof as though  made on and as of the date  hereof,  except as to
such representations made as of an earlier specified date.

          3.5 Default. No Default or Event of Default under the Credit Agreement
has occurred and is continuing.

          4. Conditions, Effectiveness.

          4.1 Conditions.  This Amendment shall become  effective as of the date
first written above (the "Second Amendment Effective Date") upon satisfaction of
each of the following conditions:

          (a) The  Administrative  Agent shall have received a Consent of Lender
in the form of Exhibit B executed by the Required Lenders.

          (b) The Administrative Agent shall have received an affirmation letter
substantially in the form of Exhibit A from each of the Guarantors.

          (c) The  Administrative  Agent shall have received payment of all fees
and expenses payable to it and its counsel in connection with this Amendment.

          5. Miscellaneous.

          5.1  Effectiveness  of the Credit  Agreement and the Notes.  Except as
hereby expressly  amended,  the Credit Agreement and the Notes shall each remain
in full force and effect,  and are hereby ratified and confirmed in all respects
on and as of the date hereof.

          5.2 Waivers. This Amendment is limited solely to the matters expressly
set forth herein and is specific in time and in intent and does not  constitute,
nor  should it be  construed  as, a waiver  or  amendment  of any other  term or
condition,  right,  power or privilege  under the Credit  Agreement or under any
agreement,  contract,  indenture,  document or instrument mentioned therein; nor
does it  preclude or  prejudice  any rights of the  Administrative  Agent or the
Lenders thereunder,  or any exercise thereof or the exercise of any other right,
power or  privilege,  nor shall it require the  Required  Lenders to agree to an
amendment,  waiver or consent for a similar transaction or on a future occasion,
nor shall any future waiver of any right, power, privilege or default hereunder,
or under any agreement, contract, indenture, document or instrument mentioned in
the Credit Agreement,  constitute a waiver of any other right, power,  privilege
or default of the same or of any other term or provision.

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          5.3  Counterparts.  This  Amendment  may be  executed in any number of
counterparts,  and all of such  counterparts  taken  together shall be deemed to
constitute one and the same instrument.

          5.4 Governing Law. This  Amendment  shall be governed by and construed
in accordance with the laws of New York.

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         IN WITNESS WHEREOF, the signatories hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.

HOLDINGS:                           GLOBAL CASH ACCESS HOLDINGS, INC.


                                    By:_________________________________
                                    Name:_______________________________
                                    Title:______________________________

BORROWER:                           GLOBAL CASH ACCESS, INC.


                                    By:________________________________
                                    Name:______________________________
                                    Title:_____________________________

ADMINISTRATIVE AGENT:               BANK OF AMERICA, N.A.,
                                    as Administrative Agent


                                    By:________________________________
                                    Name:______________________________
                                    Title:_____________________________

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