exv10w2



 






Exhibit 10.2




CONSENT AND WAIVER

to Senior Credit Agreement




     This Consent and Waiver (this “Waiver”) is made as of April 11, 2005, by and among
GLOBAL CASH ACCESS HOLDINGS, INC., a Delaware corporation formerly known as GCA Holdings, L.L.C., a
Delaware limited liability company (“Holdings”), GLOBAL CASH ACCESS, INC., a Delaware
corporation formerly known as Global Cash Access, L.L.C., a Delaware limited liability company (the
“Borrower”), the banks and other financial institutions signatories hereto, BANK OF
AMERICA, N.A., as the Administrative Agent (the “Administrative Agent”) and is in
connection with that certain Credit Agreement, dated as of March 10, 2004, as amended by that
certain Amendment No. 1, dated as of April 27, 2004 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Holdings
the Borrower, the several banks and other financial institutions party thereto (the
“Lenders”) and the Administrative Agent. Capitalized terms used herein but not defined
herein, shall have the meaning assigned to such terms in the Credit Agreement.



     WHEREAS, Kirk Sanford, the President and Chief Executive Officer of the Borrower (“Mr.
Sanford”), currently holds an approximately 1% ownership interest in M&C International, a
Nevada corporation (“M&C”), which owns 40.01% of the Equity Interests of Holdings.



     WHEREAS, in connection with the transactions contemplated by the Redemption Agreement, dated
as of March 21, 2005, by and between M&C, Mr. Sanford, and, solely with respect to Section 2
therein, Karim Maskatiya and Robert Cucinotta, Mr. Sanford’s approximately 1% ownership interest
in M&C shall be redeemed for an amount of cash plus approximately 0.40% of the common Equity
Interests of Holdings (the “Redemption Transaction”).



     WHEREAS, in connection with the transactions contemplated by the Advisory Services Payment
Agreement, dated as of March 22, 2005, by and between M&C and Mr. Sanford, Mr. Sanford shall
receive a payment of an amount of cash plus an additional approximately 0.80% of the common Equity
Interests of Holdings (together with the Redemption Transaction, the “Kirk Sanford
Transaction”).



     WHEREAS, Holdings and the Borrower have requested that the Administrative Agent and the
Required Lenders waive the requirements contained in clause (i)(B) of the definition of Change of
Control in the Credit Agreement, together with the related Events of Default under the Credit
Agreement that may result from the Kirk Sanford Transaction.



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



     1. Consent and Waiver. Holdings and the Borrower hereby request and, subject to the
terms and conditions contained herein, the Administrative Agent and the Required Lenders hereby
waive the requirements contained clause (i)(B) of the definition of Change of Control in the Credit
Agreement insofar as such clause would be breached by the Kirk Sanford Transaction



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and any Event of Default that would otherwise arise from the Kirk Sanford Transaction but for
the application of this Waiver.



     2. Conditions to Effectiveness. This Waiver shall become effective on the date the
following conditions have been satisfied or waived (the “Effective Date”): (a) the
Administrative Agent shall have received this Waiver, executed and delivered by Holdings, the
Borrower, the Administrative Agent and the Required Lenders, and (b) after giving effect to this
Waiver no Default or Event of Default shall exist and be continuing.



     3. Limitation of Waiver. The waivers set forth herein are limited precisely as
written and shall not be deemed to be a waiver or modification of any other term or condition of
the Credit Agreement (including, but not limited to, any other Default or Event of Default under
the Credit Agreement arising out of the same factual predicate as the Defaults waived in Section 1
above, except as expressly set forth herein), or prejudice any right or rights which the Lenders
may now have or may have in the future under or in connection with the Credit Agreement or any of
the other documents or instruments referred to therein. Except as expressly modified hereby or by
express written amendments thereof, the Credit Agreement and each of the other Senior Finance
Documents and instruments executed in connection with any of the foregoing are and shall remain in
full force and effect. In the event of a conflict between this Waiver and any of the foregoing
documents, the terms of this Waiver shall be controlling.



     4. Representations and Warranties. Holdings and the Borrower hereby jointly and
severally represents and warrants as of the date hereof and as of the Effective Date that:




     A. Corporate Power and Authority. Holdings and the Borrower have all requisite
corporate power and authority to enter into this Waiver and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement.




     B. Authorization of Agreements. The execution and delivery of this Waiver and
the performance of the Credit Agreement and this Waiver has been duly authorized by all
necessary corporate action on the part of Holdings and the Borrower.




     C. Binding Obligation. This Waiver has been duly executed and delivered by
Holdings and the Borrower and is the legally valid and binding obligation of Holdings and
the Borrower, enforceable against them in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability.




     D. No Default. After giving effect to this Waiver, no Default or Event of
Default exists on the date hereof or would result from the transactions contemplated hereby.



     5. Governing Law. This Waiver shall be governed by, and construed in accordance
with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the New
York General Obligations Law).



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     6. Costs and Expenses. The Holdings and the Borrower agree to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Waiver, including, without limitation, the reasonable fees and
out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.



     7. Descriptive Headings, Etc. The descriptive headings of the several sections of
this Waiver are inserted for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof. The statements made and the terms defined in the
recitals to this Waiver are hereby incorporated into this Waiver in their entirety.



     8. Entire Agreement. This Waiver and the documents referred to herein represent the
entire understanding of the parties hereby regarding the subject matter hereof and supersede all
prior and contemporaneous oral and written agreements of the parties hereto with respect to the
subject matter hereof.



     9. Counterparts. This Waiver may be executed by one or more of the parties hereto in
any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Waiver by facsimile transmission or by electronic mail shall be as effective as
delivery of a manually executed counterpart hereof.



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



	 	 	 
	

	 	GLOBAL CASH ACCESS HOLDINGS, INC.
	 
	 	 
	

	 	/s/ Kirk Sanford
	

	 	 
	

	 	By: Kirk Sanford
	

	 	Title: President
	 
	 	 
	

	 	GLOBAL CASH ACCESS, INC.
	 
	 	 
	

	 	/s/ Kirk Sanford
	

	 	 
	

	 	By: Kirk Sanford
	

	 	Title: President
	 
	 	 
	Acknowledged and Agreed:
	 	 
	 
	 	 
	BANK OF AMERICA, N.A.
	 	 
	as Administrative Agent
	 	 
	/s/ Donna F. Kimbrough
	 	 
	


	 	 
	By: Donna F. Kimbrough
	 	 
	Title: Assistant Vice President
	 	 
	 
	 	 
	[Signature Page to GCA Waiver
	 	 






[Lender]




	 	 	 	 	 
	By:

	 	(various)
	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title: