Exhibit 10.1







Exhibit 10.1




Confidential Treatment Requested By Global Cash Access Holdings, Inc.





PROCESSING SERVICES AGREEMENT between TSYS ACQUIRING SOLUTIONS, L.L.C.

and GLOBAL CASH ACCESS, INC. effective July 1, 2009




[***] — Indicates confidential information. Confidential treatment requested.

Portion omitted filed separately with the Securities and Exchange Commission.




PROCESSING SERVICES AGREEMENT




between




TSYS ACQUIRING SOLUTIONS, L.L.C.




and




GLOBAL CASH ACCESS, INC.




effective




July 1, 2009




CONFIDENTIAL





 


 









 







THIS AGREEMENT (“Agreement”) by and between TSYS ACQUIRING SOLUTIONS, L.L.C., (“TSYS”) of Tempe, AZ
and GLOBAL CASH ACCESS, INC., (“COMPANY”) of Las Vegas, NV, is executed by the parties as of the
date of COMPANY’s signature in the signature block below and made effective as of the 1st day of
July 2009.



PREAMBLE




The terms and provisions of this Agreement provide for the utilization by COMPANY of TSYS for the
products and services described in the Processor Conversion Phase-II, Business Requirements
Document, GCA Processor Conversion Project Issues/Concerns Document, GCA Processor Conversion User
Acceptance Test Document, and the Conversion Plan (as defined below), as such documents may be
updated from time to time as provided herein or as otherwise mutually agreed by the parties
(collectively, the “Business Requirements Documents”), which services include, without limitation,
the card and merchant authorization services as described in Exhibit “A” and the merchant
accounting and clearing services as described in Exhibit “B”, service levels for each as described
in Exhibit “C” (all such services are hereinafter collectively referred to as “Merchant Services”).
In the event of a conflict between the terms of a Business Requirement Document and this
Agreement, the provisions of this Agreement shall control. To provide for the use of the Merchant
Services by COMPANY and in consideration of the terms and provisions specified in this Agreement,
the parties hereto agree as follows:



DEFINITIONS





“Affiliate” shall have the meaning given in Subsection 1.5.1.1.



“Business Continuity Plan” shall have the meaning given in Subsection 10.9.1.



“Business Requirements Documents” shall have the meaning given in the Preamble.



“Cash Access Transaction” shall have the meaning given in Subsection 10.22.4.



“Change Order” shall have the meaning given in Subsection 1.5.3.



“Chargeable Modification” shall have the meaning given in Subsection 1.5.3.



“COMPANY Confidential Information” shall have the meaning given in Subsection 5.1.



“COMPANY Materials” shall have the meaning given in Subsection 10.12.2.



“COMPANY Terminal” shall have the meaning given in Subsection 1.5.1.



“Confidential Information” shall have the meaning given in Subsection 5.3.



“Consumer Data” shall have the meaning given in Subsection 5.7.



“Consumer Data Laws” shall have the meaning given in Subsection 5.7.



“Conversion Assistance” shall have the meaning given in Subsection 1.3.



“Conversion Plan” shall have the meaning given in Subsection 1.3.



“Credit Hours” shall have the meaning given in Subsection 1.5.3.



“Deconversion Assistance” shall have the meaning given in Subsection 4.7.



“Deconversion Plan” shall have the meaning given in Subsection 4.7.1.



“Disaster Recovery Plan” shall have the meaning given in Subsection 10.9.1.



“Disputes” shall have the meaning given in Subsection 10.6.



“DR/BC Plans” shall have the meaning given in Subsection 10.9.1.



“Effective Date” shall have the meaning given in Subsection 4.1.



“Force Majeure Event” shall have the meaning given in Subsection 8.3


 


 









 





“Gaming Authorities” shall have the meaning given in Subsection 10.20



“Gaming Cash Access Transaction” shall have the meaning given in Subsection 10.22.2.



“GCA Holdings Subsidiary” shall have the meaning given in Subsection 1.5.1.2.



“Infonox” shall have the meaning given in Subsection 10.16.



“Initial Term” shall have the meaning given in Subsection 4.1.



“Internet Gaming Merchant” shall have the meaning given in Subsection 10.22.4.



“Merchant Services” shall have the meaning given in the Preamble.



“Minimum Transaction Fees” shall have the meaning given in Subsection 3.4.



“Modifications” shall have the meaning given in Subsection 1.5.3.



“Notice of Dispute” shall have the meaning given in Subsection 3.2.



“Plan Event” shall have the meaning given in Subsection 10.9.4.



“Protected Period” shall have the meaning given in Subsection 10.13.



“Reimbursable Expenses” shall have the meaning given in Subsection 3.1.3.



“Renewal Term” shall have the meaning given in Subsection 4.1.1.



“Retail POS Transaction” shall have the meaning given in Subsection 10.22.4.



“SAS70 Type II” shall have the meaning given in Subsection 7.1.1.



“System Change” shall have the meaning given in Subsection 1.5.2.1.



“Term” shall have the meaning given in Subsection 4.1.1.



“TSYS Confidential Information” shall have the meaning given in Subsection 5.2.



“TSYS Software” shall have the meaning given in Subsection 10.12.1.



1. OBLIGATIONS OF TSYS ACQUIRING SOLUTIONS, L.L.C.




1.1 Basic Services. TSYS will make the Merchant Services available to COMPANY in
accordance with the Business Requirements Documents and the terms and conditions of this Agreement.



1.2 Standard of Care. In performing the Merchant Services contemplated under this
Agreement, in the selection and use of facilities, equipment, machines, and personnel required for
such performance, and in the custody and safekeeping of materials furnished to TSYS by COMPANY, or
acquired by TSYS on behalf of COMPANY in connection therewith, TSYS shall exercise appropriate care
and diligence and conduct such activities in a professional manner consistent with past practices
and industry standards.



1.3 Conversion. TSYS agrees to implement and conduct a conversion transition process, and
otherwise provide needed assistance and services, to enable the Merchant Services on and for
COMPANY Terminals (“Conversion Assistance”). The Conversion Assistance will include, without
limitation, analysis of COMPANY’s merchant data and POS services, travel, testing, documentation,
development, processing, reformatting and translating data and messaging to applicable format(s),
files, and databases, transferring all reformatted and translated data to TSYS’ facilities,
modifying TSYS’ systems to interface with all applications as required for providing the Merchant
Services, modifying and preparing TSYS systems for the provision of the Merchant Services, and
establishing any necessary communication links. The Conversion Assistance will be provided in
accordance with the detailed conversion plan and conversion dates/schedule that has been developed
and agreed upon by the parties (collectively, the “Conversion Plan”), as may be further revised
upon mutual agreement of the parties.


 


 









 





1.4 Service Levels and Support. TSYS agrees to provide or make available the Merchant
Services in accordance with the service levels set forth in Exhibit “C”, attached hereto and to
provide support as provided in Exhibit C.



1.5 Product/Service Access and Modification.



1.5.1 General. TSYS will make the Merchant Services (including the products set forth in the
attached exhibits) available to COMPANY for COMPANY Terminals. As used herein, “COMPANY Terminal”
means an ATM, kiosk, point-of-sale terminal or other device through which a COMPANY product or
service can be used or accessed (whether or not COMPANY owns or holds title to such ATM, kiosk,
point-of-sale terminal or other device), including, without limitation, devices owned by Capital
One Bank (USA), N.A., US Bank N.A. and COMPANY’s merchants, customers and partners. Further, TSYS
acknowledges and agrees that the rights and benefits granted hereunder (including the right to
receive the Merchant Services) include the right for such rights and benefits to be exercised and
received by COMPANY’s Affiliates to same extent as COMPANY hereunder and, accordingly, references
to COMPANY hereunder shall be deemed to include those of COMPANY’s Affiliates that are identified
on Exhibit D attached hereto (as revised by COMPANY from time to time as provided below), to the
extent necessary for such COMPANY Affiliates to exercise and receive such rights and benefits.
COMPANY hereby assumes all liability for any actions of its Affiliates in violation of this
Agreement. It is understood and agreed that TSYS shall have no obligation to provide any services
to an Affiliate not identified on Exhibit D unless Company or such Affiliate has provided ten (10)
business days’ notice to TSYS that it wishes to revise Exhibit D, in which case Exhibit D shall be
deemed to include such Affiliate (i) at the end of such ten (10) day notice period if the Affiliate
is a GCA Holdings Subsidiary or (ii) if the new Affiliate is not a GCA Holdings Subsidiary, only
upon TSYS’ express agreement in writing that such exhibit may be revised to include such Affiliate
(which agreement shall not be unreasonably withheld, conditioned or delayed).



1.5.1.1 As used in this Agreement, “Affiliate” means, with respect to any party, any other
person or entity which directly or indirectly controls, is controlled by or is under common control
with, such party, for so long as such control exists. In addition, COMPANY’s Affiliates shall be
deemed to include any entity (i) in which COMPANY or one of its other Affiliates owns, directly or
indirectly, stock or equity and (ii) for which COMPANY or such other Affiliate controls the
transaction processing activity of such entity; but only for so long as such ownership and control
exists.



1.5.1.2 As used in this Agreement, “GCA Holdings Subsidiary” means any entity which directly
or indirectly is controlled by Global Cash Access Holdings, Inc., for so long as such control
exists.



1.5.1.3 As used in the foregoing definitions, the term “control” (including its correlative
meanings “controlled by” and “under common control with”) means possession, directly or indirectly,
of power to direct or cause the direction of management, business affairs or policies generally or
with respect to
transaction processing activity (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).


 


 









 






1.5.2 TSYS Modifications.



1.5.2.1 Except for COMPANY requested Modifications addressed in Section 1.5.3 below or changes
necessitated or requested by Company’s requirements, TSYS will not, modify, upgrade or otherwise
alter any of the Merchant Services or any of the hardware and/or software used to provide, or
required for accessing, any of the Merchant Services (including, without limitation, a change to
all or part of the protocols or network configuration used to provide the Merchant Services) (each
a “System Change”) unless the System Change is made for all TSYS’ customers generally and in
accordance with Sections 1.5.2.2 and 1.5.2.3 below.



1.5.2.2 Prior to making any System Change, TSYS shall: (a) provide COMPANY with (i) at least
one (1) year prior written notice with respect to System Changes made as part of TSYS’ standard
quarterly software release; (ii) at least thirty (30) days prior written notice with respect to any
other System Change that involves a change to software used in providing the Merchant Services;
(iii) at least thirty (30) days prior written notice with respect to any System Change that
involves a change to any protocol, network configuration, infrastructure or other hardware used in
providing the Merchant Services, if such change will have an adverse impact on, degrade, or
interfere with Company’s ability to obtain the Merchant Services (including, without limitation,
any change that requires a change to COMPANY’s, or its merchants, customers or partners,
facilities, systems, software or equipment); or (iv) such shorter notice as may be agreed by
COMPANY on a case-by-case basis (e.g. in connection with emergency changes needed to address
systems errors); and (b) verify by appropriate testing that the System Change has been properly
installed, is operating in accordance with its specifications, is performing its intended functions
in a reliable manner, and is compatible with and capable of operating as part of the applicable
information technology environment.



1.5.2.3 TSYS will utilize commercially reasonable efforts to ensure that each System Change
does not (1) adversely impact the Merchant Services then being received by COMPANY (including,
without limitation, so as to cause an increase in COMPANY’s total costs of receiving the Merchant
Services or requiring changes to COMPANY’s, or its merchants, customers or partners, facilities,
systems, software or equipment), (2) degrade the Merchant Services then being received by COMPANY,
nor (3) interfere with COMPANY’s ability to obtain the full benefit of the Merchant Services. To
the extent that a System Change results in any such adverse impact, degradation, or interference,
COMPANY may, at its option, discontinue the use/provision and deployment of the affected Merchant
Services to impacted Company clients without cost or penalty and/or have the applicable portion of
the Minimum Transaction Processing Commitment reduced based upon the transaction volume negatively
impacted by such System Change or discontinuance of services.


 


 









 





1.5.3 COMPANY Requested Modifications. COMPANY will have the right from time to time to
request modifications of the Business Requirements Documents, Conversion Plan and/or other elements
of
the Merchant Services, as well as enhancements and/or new services (collectively,
“Modifications”). TSYS hereby agrees to provide COMPANY with [***] complementary hours of
development and implementation services for Modifications each year (provided that no more than
[***] free hours may be credited in any calendar month) (the “Credit Hours”). If the implementation
of any Modification requested by COMPANY does not require the expenditure of more than [***] hours
per month, TSYS will implement and permit use of such Modification at no additional charge using
the Credit Hours (in which case TSYS shall track the Credit Hours used and, if requested, report
such hours to COMPANY). If the implementation of any Modifications would require the expenditure of
more than [***] hours per month (each a “Chargeable Modification”), TSYS shall in good faith
provide COMPANY with a written, detailed assessment of the additional costs and expenses and the
time required to implement the Chargeable Modifications (including any required adjustments to
schedules), which response shall be in the form of written change order (“Change Order”), within
ten (10) business days of its receipt of the Modification request. If COMPANY notifies TSYS in
writing within ten (10) days after receipt of the Change Order from TSYS that COMPANY wishes TSYS
to implement the Chargeable Modifications under the terms of the Change Order, TSYS shall do so.
Otherwise, TSYS agrees to negotiate in good faith for adjustments to the Change Order that are
mutually acceptable, in which case such modified Change Order shall be implemented by TSYS upon the
written request of COMPANY. COMPANY will compensate TSYS for implementation of a Change Order in
accordance with the terms and conditions of the agreed upon Change Order and, if such terms and
conditions provide for a time and materials or other non-fixed fee arrangement, the actual billing
for such Change Order will not exceed [***] of the estimate submitted by TSYS (i.e. if the estimate
submitted was $10,000, the actual billing shall not exceed [***]), provided COMPANY does not
materially amend or alter the Change Order or Requirements at anytime after TSYS has started work
on the requested Modification(s) under the initial approved Change Order. Also, any unused Credit
Hours (up to [***]) in a calendar month shall be allocated to Chargeable Modifications and credited
against the fees otherwise due for such Chargeable Modifications in such calendar month. In any
event, the implementation of Modifications: (i) shall not result in new or increased transaction or
other recurring fees paid by COMPANY unless such Modification will result in additional material
ongoing costs to TSYS, in which case such new or increased fees shall be mutually agreed upon in
writing prior to start of the development and implementation of the Modification and (ii) shall
have pricing no less favorable than the development/implementation rates applicable to TSYS’ top 10
customers. If requested by COMPANY, TSYS shall negotiate in good faith a reasonable price for
ownership rights for a COMPANY requested Modification.



1.6 Transaction Routing. As further described, and as may be modified, in the Business
Requirements Documents, the Merchant Services will initially include, but not be limited to, the
following:



1.6.1 United States. TSYS will provide the POS Authorization transaction services and
Clearing and Settlement transaction services for COMPANY.



1.6.2 Macau. TSYS will provide POS Authorization transaction services and Clearing and
Settlement transaction for COMPANY.


 


 









 





1.6.3 Latin America & Caribbean. TSYS will provide POS Authorization services and forward
the transactions to the processing vendor of Scotia Bank (“FDMS South”) for Clearing and Settlement
transaction services.



1.6.4 Canada. TSYS will provide POS Authorization transaction services to COMPANY and
forward the transactions to the processing vendor of CHASE PAYMENTECH (“FDMS South”) for Clearing
and Settlement transaction services and Discover Canada transaction services.



1.6.5 Europe. TSYS will provide POS Authorization transaction services for Europe if provided
in, and in accordance with, the Business Requirements Documents.



1.7 Compliance with Laws and Regulations. In providing Merchant Services to COMPANY,
TSYS agrees to comply with applicable network bylaws and operating regulations (which, as of the
Effective Date, include the VISA, MasterCard, Discover and American Express networks), TSYS’
procedures, including security standards, and federal and state laws and regulations relating to
the Merchant Services. TSYS confirms that it has on file a current Report on Compliance, evidencing
that it is PCI DSS and PCI PA-DSS compliant as set forth in Section 7.2, hereinbelow.



1.8 Implementation Dates. TSYS will use commercially reasonable efforts to meet the
implementation dates for acquisitions/conversions reasonably required by COMPANY and shall promptly
notify COMPANY in writing as to any delay or problems encountered in execution of the Conversion.



1.9 Custom Code Projects. TSYS will supply information and back-up documentation for
derivation of costs and time estimates for custom-code projects via Change Orders per Subsection
1.5.2.



1.10 Signing Incentive and Credit. Within thirty (30) days of the signing of this
Agreement, TSYS will pay COMPANY a signing incentive of [***].



2. OBLIGATIONS OF GLOBAL CASH ACCESS, INC.




2.1 Compliance with Laws and Regulations. COMPANY agrees to comply with applicable network
bylaws and operating regulations (which, as of the Effective Date, include the VISA, MasterCard,
Discover and American Express networks), TSYS’ procedures provided or otherwise made available to
COMPANY in writing to the extent applicable to all TSYS customers generally (including security
standards), and federal and state laws and regulations relating to the Merchant Services. COMPANY
confirms that it has on file a current Report on Compliance, evidencing PCI DSS compliance as set
forth in Section 7.2, hereinbelow.



2.2 Data and Information. Insofar as the performance of Merchant Services (including
without limitation the Conversion Assistance) under this Agreement by TSYS requires data,
documents, information, or materials of any nature to be furnished, in whole or in part, by COMPANY
or COMPANY’s employees, agents, or other representatives, or requires other services to be
performed by COMPANY or COMPANY’s employees, agents, or other representatives, COMPANY hereby
agrees to use commercially reasonable efforts to (i) furnish or cause its
employees, agents, or other representatives, to furnish all such data, documents, information, and
materials and (ii) perform all such services within such time or times, and in such form or manner,
as is necessary in order to enable TSYS to perform Merchant Services hereunder in a timely manner.


 


 









 





2.3 MasterCard, Discover, and Visa Sponsoring Bank. COMPANY agrees, for so long as COMPANY
wishes to process transactions using the applicable network hereunder, to maintain a sponsor
agreement with a MasterCard, Discover, and Visa Member financial institution of its choice.
COMPANY agrees to notify TSYS of any change in its MasterCard, Discover, and Visa sponsoring
relationship and that such sponsoring institution will notify TSYS in writing of the existence of
the sponsoring relationship.



2.4 Merchant POS Service Resale. COMPANY shall not, without TSYS’ prior written consent,
resell the services provided by TSYS under this Agreement to any third party in a manner that
permits such third party to access and use such services independent of a Company Terminal.



2.5 Independent Sales Organization (“ISO”) Provision. In the event that COMPANY (i) either
registers with the Card Associations for the purpose of becoming a merchant acquirer or changes its
business practices and (ii) in either of the foregoing cases, desires TSYS to provide transaction
processing and other services for a merchant portfolio of the type described in the “Other Clients”
column in the chart below, then both parties would agree to enter good faith negotiations to agree
upon pricing for these services. TSYS will provide COMPANY with pricing that would be at least as
favorable as that provided by TSYS to a Top Ten client (based on the average pricing provided by
TSYS to its 5th through 10th largest clients by volume) and agrees to have the pricing verified by
an independent industry consultant. For the avoidance of doubt, new pricing would have to be
provided for these services due to the fact that, although similar in some areas, the services and
cost structure required for a portfolio of individual merchants is substantially different than the
services contemplated under this Agreement.



	 	 	 	 	 
	Service Description	 	GCA	 	Other Clients
	Help Desk Support

	 	•    24 hr. Command
Center Support through Infonox I-NOC

	 	•    24hr. Merchant/Acquirer Support
directly to Merchants

	 
	 	 	 	 
	Authorization/Capture

	 	•    Multiple
Acquirer/Processing relationships requiring
specific file delivery and connectivity.



•    Dial/IP devices
are connected through TransIT. 

	 	•    Multiple Acquirer/Processing
relationships utilizing existing TSYS files, connectivity and
processes. 


•    Dial/IP terminals are connected
via Sierra

	 
	 	 	 	 
	Clearing/Settlement

	 	•    Multiple
clearing/settlement endpoints requiring specific
development and processing


•    GCA funds their
merchants (No BET/DRT pricing set-up required)


	 	•    Multiple clearing/settlement
endpoints utilizing existing TSYS files, connectivity and
processes. 


•    TSYS funds the merchants

	 
	 	 	 	 
	Management Support

	 	•    GCA Help Desk is
the front line merchant support. GCA HD escalation
is Infonox I-NOC team. Depending on the issue,
I-NOC escalation is multiple processors.

 

•    EAM/COM

	 	•    TSYS Client Help Desk or TSYS Help
Desk with transfers to the appropriate organization. 
 

•    EAM/COM







 


 









 





2.6 Conversion. COMPANY will perform all tasks and obligations of COMPANY as agreed by the
parties for the Conversion.



3. FEES FOR MERCHANT SERVICES




3.1 Payment of Fees and Expenses/Costs. Beginning on the Effective Date of this
Agreement, TSYS’ fees for Merchant Services provided are set forth in the exhibits attached
hereto and made a related part hereof, which fees (along with taxes, assessments and
Reimbursable Expenses that may be invoiced COMPANY pursuant to Subsections 3.1.2 and 3.1.3
below) shall be the only amounts payable by COMPANY in consideration for the Merchant Services.
For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, TSYS
acknowledges and agrees that all work (including development work) required for the
implementation of the Merchant Services and conversion of all COMPANY Terminals as contemplated
hereunder shall be provided without additional charge. TSYS will render a billing statement for
all applicable fees and Reimbursable Expenses incurred by COMPANY under this Agreement in each
calendar month no later than the fifteenth (15th) day (or the following business day
if the fifteenth (15th) day falls on a weekend or a holiday) of the following month
during the Term. The billing statement shall include summary detail of all transactions
processed, transaction and other fees incurred (including all fees being passed-through to
COMPANY by TSYS) and such other information as may be reasonably requested by COMPANY. The
amounts billed (including invoiced taxes) shall be due and payable by COMPANY within thirty (30)
days of COMPANY’s receipt of the billing statement, except for amounts disputed per Subsection
3.2 below. TSYS reserves the right to charge 1.5% per month (18% per annum) late fee payment or
the applicable state mandate on any undisputed unpaid receivable balances.



3.1.1 Manner/Time of Payment. TSYS may modify its billing procedures upon mutual written
agreement with COMPANY, with such consent not to be unreasonably withheld. Any such modifications
will not decrease the level of detail otherwise necessary for COMPANY to assess the accuracy and
appropriateness of amounts charged to COMPANY. Any modification to these procedures will not
shorten the period of time that the fees and expenses are due to TSYS.


 


 









 





3.1.2 Taxes. It is understood and agreed between the parties hereto that the fees provided for
in this Agreement are exclusive of any and all applicable taxes or assessments (whether
designated as sales taxes, use taxes, ad valorem taxes, property taxes, or by some other name or
designation) which may be levied upon or assessed by any governmental or taxing jurisdiction on
the payments made by COMPANY hereunder. TSYS shall include such taxes and assessments as
separate line items on each applicable billing statement and shall timely remit such payments to
the applicable governmental or taxing authority. In no event shall COMPANY be liable for the
payment of any interest or penalties relating to any taxes or assessments that (i) arise due to
the failure of TSYS to properly invoice, pay or administer such taxes or assessments or (ii) do
not result from COMPANY’s actions. If it is later held that a tax or assessment paid by COMPANY
hereunder was not owed,
TSYS shall (i) seek a refund of such amount if already paid to the taxing entity and (ii) upon
receipt of such refund, or if such tax was held but not paid by TSYS, refund the amounts paid by
COMPANY (including any interest or penalties paid by COMPANY). TSYS is responsible for all
taxes on its real property, personal property, income and franchise arising out of this
Agreement or otherwise. TSYS shall reasonably cooperate with COMPANY to minimize any taxes or
assessments imposed in relation to this Agreement.



3.1.3 Expenses. TSYS acknowledges that, except for expenses and costs (including, without
limitation, pass-through costs) which by the express terms hereof are to be paid by COMPANY or
which, on a case-by-case basis, COMPANY agrees in advance and in writing to reimburse TSYS
(collectively “Reimbursable Expenses”), any and all expenses, costs and fees that TSYS incurs in
connection with performance under this Agreement (including the provision of the Merchant
Services) are included in TSYS’ charges and rates set forth in this Agreement and are not
separately reimbursable by COMPANY. TSYS acknowledges that all categories of Reimbursable
Expenses, as of the Effective Date, are listed in Exhibits A and B, and such Reimbursable
Expenses will not be increased, unless those expenses are changed by the applicable third party
vendor/provider or new ones are permitted to be added per Section 3.3 below. TSYS shall notify
COMPANY promptly after TSYS knows of any increase or decrease in pass-through costs. Further,
TSYS shall use commercially reasonable efforts, where possible, to minimize the amount of
Reimbursable Expenses to be paid by COMPANY and in no event shall any Reimbursable Expenses
include any markup, administrative, handling or other fee or charge whatsoever from TSYS, and
shall be net of any discount or rebate that is received by TSYS or any of its Affiliates.



3.2 Dispute of Fees and Expenses. Either party may dispute any of the fees and
charges invoiced by TSYS, as well as interchange fees/charges (including the calculation
thereof), by providing written notice, either via facsimile or e-mail to be followed by signed
letter, to the other party (“Notice of Dispute”) and shall be sent (i) in case of receipt by
TSYS, to the executive account manager at TSYS responsible for the relationship with COMPANY and
(ii) in the case of receipt by COMPANY, to COMPANY’s Chief Financial Officer. The Notice of
Dispute shall include a reasonably detailed description of the exact items and amounts disputed
and the nature of the dispute. Any such Notice of Dispute must be received no later than one
hundred and twenty (120) days after the end of the month in which the disputed fee or expense
was or should have been invoiced or the applicable interchange fee/charge was or should have
been accrued. COMPANY may withhold the disputed amounts from payment hereunder until the
dispute is resolved. Further, TSYS may not invoice any fee or other charge, including any
amount to compensate for the inaccurate calculation of interchange fees or charges, more than
one hundred and twenty (120) days after the end of the month in which the applicable Merchant
Services relating to such fees or charges were provided or, if a particular fees or charge is
not associated with a Merchant Service, the month in which such fee or charge should have
accrued hereunder. Failure by TSYS to invoice within such one hundred and twenty (120) day
period shall constitute a conclusive
and binding waiver to any claim for payment by COMPANY for such fees and charges. All
disputes under this Subsection, if not settled by the parties, will be settled pursuant to
Subsection 10.6 of this Agreement.


 


 









 





3.3 Adjustment in Fees/Reimbursable Expenses. The fees and other charges/amounts stated in
the exhibits attached hereto shall be guaranteed for the Term, except that Reimbursable Expenses
(a) shall be adjusted to directly reflect any increase or decrease in the pass-through fees charged
to TSYS by the applicable third party vendor/provider/entity and (b) may be adjusted to incorporate
as a Reimbursable Expense (which shall comply with the requirements of Section 3.1.3 above), any
new variable charge to TSYS that is imposed on a per unit basis by either Visa, MasterCard, another
supported network or any applicable federal or state governmental agency or regulatory authority,
pursuant to a change in (i) the applicable rules, regulations or operating procedures of such
network or (ii) the applicable laws of such agency or authority. Any such change shall become
effective on the effective date of the rate change; provided that TSYS provides COMPANY with at
least (A) ninety (90) days prior written notice of any increase or (B) the amount of notice that
TSYS receives if such notice to TSYS is less than ninety (90) days.



3.4 Minimum Processing Transaction Fees. Company agrees to pay applicable fees for a
minimum number of Switched Transactions as, and for the period, set forth in Exhibit “A” (the
“Minimum Transaction Fees”).



4. TERM OF THE AGREEMENT




4.1 Initial Term. The term of this Agreement shall begin on July 1, 2009 (“Effective
Date”) and, unless earlier terminated as provided herein, shall continue in full force and effect
for a period of four (4) years (“Initial Term”).



4.1.1 Renewal. Upon the expiration of the Initial Term of this Agreement, this Agreement
shall be automatically renewed for consecutive one (1) year terms thereafter (“Renewal Term”) until
and unless terminated as provided hereunder. The Initial Term and Renewal Terms, if any, are
collectively referred to herein as the “Term”.



4.2 Termination at End of Initial Term or Renewal Term. Subject to providing at least one
hundred eighty (180) days prior written notice to TSYS, COMPANY may terminate this Agreement at the
end of the Initial Term or at the end of any Renewal Term. TSYS may terminate this Agreement at
the end of the Initial Term or at the end of any Renewal Term by giving at least one hundred eighty
(180) days prior written notice to COMPANY.



4.3 Termination by TSYS. TSYS may terminate this Agreement in the event COMPANY fails to
make or adequately and timely provide for the payment of undisputed fees and undisputed
Reimbursable Expenses due hereunder, but only if TSYS gives COMPANY written notice of such failure
and COMPANY fails to remedy such failure within thirty (30) days after its receipt of said notice.
Upon the expiration of the thirty (30) day period provided for above, TSYS may terminate this
Agreement by giving COMPANY written notice, which termination shall be effective immediately upon
COMPANY’s receipt of such notice. If such failure to pay is remedied by
COMPANY within such thirty (30) day period, then this Agreement shall continue as though no such
notice had been given.


 


 









 





4.4 Early Termination by COMPANY. COMPANY may terminate this Agreement without cause or
for convenience at any time during the Initial Term or any subsequent Renewal Term by giving at
least one hundred eighty (180) days prior written notice to TSYS. In the event COMPANY elects to
terminate this Agreement without cause or for convenience pursuant to this Subsection, and such
termination is effective before the last day of the Initial Term, COMPANY shall pay TSYS a
termination fee as provided below. The termination fee shall be equal to (a) the dollar value of
the Minimum Transaction Fees that COMPANY would have been obligated to pay in the year in which
this Agreement is terminated and each subsequent year remaining in the Initial Term of this
Agreement, per Subsection 3.4 above, minus (b) the Switched Transaction fees payable on Switched
Transactions processed in the year of termination (up to and including the date of termination) and
Switched Transaction Fees payable on Switched Transactions processed during the [***] days
following the effective date of termination, should COMPANY continue to utilize the Merchant
Services during such period. TSYS’ reasonable, good faith estimate of fifty percent (50%) of the
termination fee shall be invoiced on the date of termination, due and payable within thirty (30)
days of COMPANY’s receipt of the invoice per Section 3.1 above. The remainder of the termination
fee shall invoiced as part of TSYS’ final invoice for Merchant Services following full Deconversion
of Merchant Services per Subsection 4.7 below, which shall also be due and payable within thirty
(30) days of COMPANY’s receipt of the invoice per Section 3.1 above.



4.5 Default and Remedies. If either party fails to comply with or perform any material
term or condition of this Agreement (except for the service levels set forth in Section 2 of
Exhibit “C”, which termination rights are addressed in Subsection 2.8 of Exhibit “C”), required to
be complied with or performed by that party (which shall be deemed to include any failure that has
a material financial or operational impact on the other party), the other party, in addition to any
other rights and remedies it may have, shall have the right to terminate this Agreement without
paying a termination fee; provided, however, that the party seeking to terminate this Agreement
gives the other party a written notice of such failure claimed to be a breach of a material term or
condition of this Agreement and the party receiving said notice fails to remedy the breach within
thirty (30) days after its receipt of said notice, provided that if such party works diligently and
in good faith to cure the breach following its receipt of said notice but such breach is not
capable of being cured within thirty (30) days, it may have up to sixty (60) additional days to
cure such breach if it provides to the other party, within the initial thirty (30) day cure period,
a reasonable plan of action for curing the breach within the additional sixty (60) period. If the
material breach is not remedied by the defaulting party within the thirty (30) day period or, if
applicable, the additional sixty (60) day period provided for above, the non-defaulting party may
terminate this Agreement by giving the defaulting party written notice effective immediately. If
the material breach is remedied by the defaulting party within the applicable cure period, then
this Agreement shall continue as though no such notice had been given.


 


 









 





4.6 Effect of Termination. Termination of this Agreement shall not (i) terminate COMPANY’s
obligations to pay TSYS fees for all services performed and Reimbursable Expenses incurred under
this Agreement prior to the discontinuance of performance of Merchant Services by TSYS hereunder or
(ii) otherwise act as a waiver of any breach of this Agreement and shall not act as a release of
either party from any liability for breach of such party’s obligations under this Agreement.
Neither party shall be liable to the other for damages of any kind solely as a result of
terminating this Agreement in accordance with its terms. Either party’s termination of this
Agreement shall be without prejudice to any other right or remedy that it may have at law or in
equity, and shall not relieve either party of breaches occurring prior to the effective date of
such termination. Within ten (10) days after the full Deconversion of all Merchant Services
hereunder, TSYS shall, at its sole expense, return to COMPANY (or destroy, at COMPANY’s sole
election) all COMPANY Materials and COMPANY Confidential Information (and all copies and extracts
thereof) then in the possession or under the control of TSYS and its current or former employees
and subcontractors (excluding transaction data customarily retained by TSYS in the normal course
of business, which shall remain subject to the confidentiality and security obligations herein) and
if requested, shall furnish to COMPANY an affidavit signed by an officer certifying that, to the
best of its knowledge, such delivery or destruction has been fully effected.



4.7 Deconversion. Beginning upon either party’s issuance of any notice of termination
(regardless of the basis for termination), TSYS shall cooperate with COMPANY, and provide all
assistance reasonably requested by COMPANY, in transferring processing promptly and smoothly to any
other processor designated by COMPANY (i.e. Deconversion) (“Deconversion Assistance”), provided
however, that COMPANY may be required to pay all undisputed fees and Reimbursable Expenses prior to
completion of Deconversion activities in the event TSYS has terminated this Agreement due to
COMPANY’s failure to pay such fees and Reimbursable Expenses when due. As part of the Deconversion
Assistance, TSYS shall make available to such processor all COMPANY data and information TSYS
possesses regarding COMPANY’s merchants, customers, partners and/or accounts, in such form and
format as COMPANY may reasonably request, together with adequate instructions concerning the format
and means of accessing COMPANY’s data.



4.7.1 Deconversion Plan. Upon the issuance of notice of termination by either party, TSYS
shall prepare a reasonably detailed plan for the orderly Deconversion of the Merchant Services and
the transition to another processor (“Deconversion Plan”) and shall present the Deconversion Plan
to COMPANY for review and approval within fifteen (15) days. TSYS shall ensure that the
Deconversion Plan: (A) is structured to prevent any degradation of quality or level of the Merchant
Services, or interruption to the Merchant Services, during the Deconversion; (B) specifies the TSYS
personnel and other resources that will perform the Deconversion; (C) specifies all tasks and
resources necessary to effect the Deconversion as efficiently as possible, being certain to address
tasks and resources similar to those needed for initiating the Merchant Services; and (D) sets out
a timetable and process for effecting Deconversion in an efficient manner. Once approved by
COMPANY, the Deconversion Plan shall be executed to achieve the Deconversion.


 


 









 





4.7.2 Deconversion Fees. Upon each Deconversion (other than Deconversions arising from
termination by TSYS under Subsection 4.2 or by COMPANY under Subsection 4.5, 10.4, 10.9.4 or 10.20
or Subsection 2.8 of Exhibit “C”), COMPANY shall pay TSYS for the following:



4.7.2.1 TSYS’ hourly charges for all services provided by TSYS for the Deconversion at the
rates specified in Exhibit “B”; and



4.7.2.2 All reasonable out of pocket expenses actually incurred by TSYS in connection
therewith, including costs of magnetic tapes, disks, punch cards, or other storage devices or media
transferred by TSYS.



COMPANY shall not be obligated to pay the foregoing fees or expenses with respect to
Deconversions arising from termination of this Agreement by TSYS under Subsection 4.2 or by COMPANY
under Subsections 4.5, 10.4, 10.9.4 or 10.20 or Subsection 2.8 of Exhibit “C”.



4.7.3 Time of Payment of Deconversion Fee. Any payments to be made by COMPANY to TSYS under
Subsection 4.7 shall be made within thirty (30) days of the receipt by COMPANY of an invoice from
TSYS including such fees and expenses.



4.8 Pricing After Termination. Following the termination date of this Agreement, COMPANY
shall be entitled to receive, and TSYS shall continue to provide, until the Deconversion is
compete, Deconversion Assistance and the Merchant Services with no minimums, which Merchant
Services will be provided at the rates in effect immediately prior to termination, provided that in
the event TSYS has terminated the Agreement for cause based upon COMPANY’S failure to pay fees and
Reimbursable Expenses when due, then the Merchant Services will be provided at TSYS’ then current
standard tier pricing as of the effective date of termination (not to exceed [***] above the rates
COMPANY is paying to TSYS immediately prior to termination of this Agreement). TSYS will not be
obligated to provide Deconversion Assistance or Merchant Services for more than eighteen (18)
months from the effective date of termination unless the failure to achieve a full Deconversion
results from (i) TSYS’ delay or failure to comply with Subsection 4.7 or (ii) a cause beyond the
reasonable control of COMPANY, in which case TSYS’ provision of Deconversion Assistance and
Merchant Services shall be extended for a reasonable period to accommodate for such failure or
cause, but with respect to causes under item (ii) above, not beyond an additional period of ninety
(90) days.



5. CONFIDENTIAL INFORMATION




5.1 COMPANY Confidential Information. All information (including information of a business
nature relating to COMPANY’S assets, liabilities, credit programs, customers, and/or other business
affairs) which (i) is disclosed to TSYS by COMPANY, is disclosed in connection with this Agreement
or otherwise becomes known by TSYS as a result of providing Merchant Services to COMPANY and (ii)
is of such a nature and/or is disclosed under such circumstances that a reasonable person would
consider such information to be confidential, is referred to
herein as “COMPANY Confidential Information”. TSYS shall use COMPANY Confidential Information only
for the purposes and in accordance with the terms and conditions set forth in this Agreement. TSYS
shall not have the authority to use COMPANY Confidential Information for any other purpose or in
any other manner.


 


 









 





5.2 TSYS Confidential Information. All information (including information of a business
nature relating to TSYS’ assets, liabilities, credit programs, customers, or other business
affairs) which (i) is disclosed to COMPANY by TSYS, is disclosed in connection with this Agreement
or otherwise becomes known by COMPANY as a result of the provision of Merchant Services by TSYS and
(ii) is of such a nature and/or is disclosed under such circumstances that a reasonable person
would consider such information to be confidential, is referred to herein as “TSYS Confidential
Information”. COMPANY shall use TSYS Confidential Information only for the purposes and in
accordance with the terms and conditions set forth in this Agreement. COMPANY shall not have the
authority to use TSYS Confidential Information for any other purpose or in any other manner.



5.3 Definition of Confidential Information. COMPANY Confidential Information and TSYS
Confidential Information are referred to herein collectively as “Confidential Information”.



5.4 Protection of Confidential Information. Each party shall cause its directors,
officers, employees, subcontractors, and agents to take such action as shall be necessary or
advisable to preserve and protect the confidentiality of Confidential Information of the other
party. This shall not prohibit either party from disclosing such Confidential Information to
persons required to have access thereto for the performance of this Agreement; provided, however,
that prior to any such disclosure, such persons are notified of the confidential nature of such
Confidential Information and are required by written agreement to protect and keep such
Confidential Information confidential to the same standard that the disclosing party is obligated
to keep the Confidential Information confidential hereunder. All Confidential Information,
including records created therefrom, shall remain the property of the disclosing party and the
receiving party shall provide such Confidential Information to the disclosing party or to another
party upon the disclosing party’s request. In the event that either party hereto shall receive a
request (subpoena, request for production, civil information demand, or similar administrative or
judicially sanctioned request) to disclose Confidential Information to a third party, such party
shall immediately notify the other, to the extent permitted, of the request and cooperate with such
party in any lawful effort to comply, contest, or otherwise resist the request.



5.5 Confidentiality of Agreement. Each party agrees that the terms and conditions of this
Agreement, including the fees for Merchant Services provided hereunder which are set forth in the
exhibits attached hereto, are confidential. Neither party shall, without the express prior written
consent of the other party, disclose such terms and conditions, including fees, to any other
unaffiliated person, firm, or corporation; except that either party may disclose the terms and
conditions of this Agreement: (i) to the extent legally compelled, provided, however, that prior to
any such compelled disclosure, such party shall give the other party reasonable advance notice to
the extent reasonably possible and shall cooperate with such other party in protecting against any
such disclosure and/or
obtaining a protective order narrowing the scope of such disclosure, (ii) as required by applicable
securities laws, including, without limitation, requirements to file a copy of this Agreement
(redacted to the extent reasonably permitted by applicable law) or to disclose information
regarding the provisions hereof or performance hereunder; (iii) in confidence, to legal counsel and
accountants; (iv) in confidence, in connection with a proposed merger, acquisition or similar
transaction; (v) in confidence, to banks and financing sources and their advisors for a reasonable
business purpose; or (vi) as is reasonably necessary in connection with the enforcement of this
Agreement or any rights hereunder.


 


 









 





5.6 Exclusions. TSYS’ and COMPANY’s obligations and agreements under Section 5 shall not
apply to any information supplied that:




5.6.1 Is or becomes generally available to the public other than by breach of this Agreement;



5.6.3 Otherwise becomes lawfully available on a non-confidential basis from a third party who
is not under an obligation of confidence to the disclosing party; or



5.6.4 Is independently developed by the receiving party without the use of Confidential
Information provided by the other party.



In addition, the receiving party may disclose Confidential Information of the other party
to the extent legally compelled to disclose such Confidential Information, provided, however,
that prior to any such compelled disclosure, the receiving party shall give the other party
reasonable advance notice of any such disclosure and shall cooperate the other party in
protecting against any such disclosure and/or obtaining a protective order narrowing the scope
of such disclosure and/or use of the Confidential Information.



5.7 Customer Data. TSYS hereby acknowledges that COMPANY is subject to: (a) Title V
of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq. (the “Act”); (b) applicable federal
regulations implementing the Act (including those codified at 12 CFR Parts 40, 216, 332, 573, and
16 CFR Part 313); (c) other federal, state and local laws, rules, regulations, and orders relating
to the privacy and security of personal information and cardholder/transaction data, in each of
case (a)-(c), as such may be enacted, amended, supplemented or succeeded from time to time
(collectively, “Customer Data Laws”). TSYS further acknowledges that, pursuant to Customer Data
Laws, COMPANY is required to obtain certain undertakings from TSYS with regard to the privacy, use
and protection of Customer Data (defined below) that TSYS may receive or otherwise have access to
in connection with this Agreement. Therefore, notwithstanding anything to the contrary contained
in this Agreement, TSYS agrees (i) that it shall not disclose or use any Customer Data except to
the extent necessary to carry out its obligations under this Agreement and for no other purpose,
(ii) that it shall not disclose Customer Data to any third party, including, without limitation,
its third party service providers, without an agreement in writing from the third party to use or
disclose such Customer Data only to the extent necessary to carry out TSYS’ obligations under this
Agreement and for no other purposes, (iii) that it shall maintain, and shall require all third
parties approved pursuant to the immediately preceding clause (ii) to maintain, effective
information security



 


 









 






measures
to protect Customer Data from unauthorized disclosure or use, and (iv) to (A) promptly provide COMPANY with information
regarding any failure of such security measures or any suspected or actual security breach related
to Customer Data (subject to compliance with Law Enforcement) and (B) thereafter diligently keep
COMPANY advised as to the status and process of such failure or threatened, suspected or actual
breach (including any claims arising therefrom) and cooperate with COMPANY as required by the
circumstances arising therefrom (including by promptly providing data and other information
requested with respect thereto); and (v) it shall not otherwise use or disclose Customer Data in
violation of applicable law. For the purposes of this Agreement, “Customer Data” means (1) any
personally identifiable information of patrons who use any product or service made available by
COMPANY or one of its Affiliates (including, but not limited to an individual’s name, address,
e-mail address, IP address, telephone number and/or social security number, the fact that an
individual has a relationship with COMPANY or one of its Affiliates, or an individual’s account
information), and (2) any cardholder account or transaction information.



5.8 Confidential Information/Customer Data Breach. If a party’s obligations under
this Section 5 or Section 7 are breached, the breaching party must use all reasonable efforts to
minimize the breach and to prevent the recipient of any Confidential Information or Customer Data
from using same. Each party agrees that the other party would suffer immediate and irreparable
harm in the event any such breach and that monetary damages may be inadequate to compensate the
other party for any such breach.  Accordingly, in the event of a breach or a threatened breach of
the provisions of this Agreement, and in addition to any other remedies that may be available, in
law, in equity or otherwise, the non-breaching party shall be entitled to injunctive relief
restraining the other party from such breach, or using any Customer Data obtained as a result of
any actual breach.



Nothing herein shall be construed as prohibiting either party from pursuing any other remedy on
account of such breach or threatened breach.



6. NETWORK CONFIGURATION




6.1 POS Access. COMPANY and COMPANY’s merchants, customers and partners will access
TSYS’ system utilizing data communication protocols, transaction formulas and host computers or
devices directly connected to TSYS and will be certified or approved by TSYS (which certifications
and approvals shall not be unreasonably withheld or delayed and shall be based on reasonable
criteria applicable to all TSYS’ customers generally).



6.2 Installation and Servicing. COMPANY and/or COMPANY’s merchants, customers or
partners will be responsible for the installation, servicing, and maintenance of COMPANY Terminals
and will be responsible for the connection of those devices to the network in accordance TSYS’
reasonable network requirements, provided to COMPANY in writing.



6.3 Modification of Network Configuration. TSYS reserves the right to change all or
part of the protocols and the network configuration used by TSYS in providing the Merchant Services
in accordance with Section 1.5.2 above.




 


 











 




7. INFORMATION SECURITY




7.1 Security Standard. TSYS will use commercially reasonable (but no less than industry
standard) security measures for its computer systems and physical facilities designed to safeguard
against (i) the unauthorized destruction, loss, alteration of, or access to COMPANY’s Confidential
Information and Customer Data, whether such information is at or on TSYS’ systems or facilities or
in transit, and (ii) the Merchant Services being provided to COMPANY hereunder being affected or
interrupted. TSYS reserves the right to make changes in its security infrastructure and procedures
from time to time, so long as the level of the security measures provided is not materially
reduced.



7.1.1 Annually, during the Term, TSYS shall (i) have a nationally-recognized accounting firm
conduct a “SAS70 Type II” audit in accordance with the Statement of Auditing Standards developed by
the American Institute of Certified Public Accountants, and have such accounting firm issue a
Service Auditor’s Report Type II (or substantially similar report in the event the SAS70 Type II
auditing standard and/or a Service Auditors Report Type II are no longer an industry standard)
which shall cover, at a minimum, security policies and procedures and controls, including without
limitation, system security and physical security and (ii) have a nationally-recognized and
certified auditor reasonably acceptable to COMPANY conduct a Technical Guideline #3, or TG-3,
audit. TSYS shall provide COMPANY and its independent auditors with a copy of the SAS70 TYPE II
and TG-3 audit reports promptly upon the completion thereof. Unless otherwise agreed by the
parties, each audit shall be designed and conducted to facilitate periodic compliance reporting by
COMPANY under the Sarbanes-Oxley Act of 2002 (and related regulations) and comparable laws in other
jurisdictions.



7.1.2 If either the SAS70 TYPE II or TG-3 audit reports identify any issues or non-compliance,
including without limitation, risks to TSYS’ computer systems and/or physical facilities which
could result in the unauthorized destruction, loss, alteration of, or access to COMPANY’s
Confidential Information or Customer Data or the Merchant Services being provided to COMPANY
hereunder being materially affected, then a senior technology executive of TSYS shall promptly meet
with a representative of COMPANY to discuss the matter and TSYS shall promptly take action to
address the matter raised by the report to reduce the risk to COMPANY’s Confidential Information
and Customer Data and otherwise cure such issue or non-compliance.



7.2 PCI Requirements. In addition to the obligations set forth above, and notwithstanding anything
in this Agreement to the contrary, TSYS and COMPANY each will comply with and adhere to the payment
card industry (“PCI”) data security standard (“DSS”) in effect from time to time, shall implement
and maintain appropriate measures to comply with PCI DSS and, to extent required by applicable
issuers or payment networks contracting with a party, such party shall require its vendors and
suppliers to comply with PCI DSS and as well as PA-DSS. In the event a PCI representative or PCI
authorized third-party seeks to conduct a security audit or review of TSYS or COMPANY at any time,
including, without limitation, after an alleged or actual security intrusion, for the purpose of
validating TSYS’ or COMPANY’s status, effectiveness or compliance with the PCI DSS, the audited
party will
fully cooperate with such audit or review. Each party shall immediately notify the other party in
the event it has suffered a data breach or other system intrusion.


 


 









 





7.3 Background Checks. TSYS shall conduct background checks and maintain records on all
individuals who shall have access to any COMPANY Confidential Information or Customer Data or who
will otherwise be performing services hereunder. Individuals who have been convicted of a crime
involving dishonesty, breach of trust, money laundering or moral turpitude are prohibited from
having any such access and otherwise providing services to COMPANY unless COMPANY has expressly
granted permission in writing. TSYS shall use reasonable efforts to determine whether its
employees or contractors that will have access to any COMPANY Confidential Information or Customer
Data or otherwise perform services have been convicted of any such crime or if charges for such
offenses are pending or if the individual has entered into a pretrial diversion program or has been
granted a deferred entry of judgment with respect thereto. If TSYS learns of such circumstances
with respect to such any employee or contractor, to the extent permitted by applicable law, TSYS
shall notify COMPANY in writing prior to the use of such employee or contractor in connection with
this Agreement. If TSYS becomes aware of such circumstances after any such employee or contractor
gains such access or begins performing hereunder, to the extent permitted by applicable law, TSYS
shall so notify COMPANY immediately upon obtaining knowledge thereof. Upon receiving such notice,
COMPANY shall determine, in its sole discretion, whether to allow the individual or entity to
continue to have such access or perform hereunder.



8. INDEMNIFICATION, LIMITATION OF LIABILITY




8.1 TSYS Indemnification. TSYS shall be liable to and shall indemnify, defend, and hold
COMPANY, its directors, officers, employees, representatives, successors, and permitted assigns
harmless from and against any and all claims or demands by a third party, losses, liability, cost,
damage, and expense, including litigation expenses and reasonable attorneys’ fees and allocated
costs for in-house legal services, to which COMPANY, its directors, officers, employees,
representatives, successors, and permitted assigns may be subjected or which it may incur in
connection with any claims which arise from or out of or as a result of (i) TSYS’ breach of this
Agreement, (ii) the failure of TSYS to perform its duties and obligations under this Agreement,
(iii) the negligence or willful misconduct of TSYS, its directors, officers, employees, agents, and
Affiliates in the performance of their duties and obligations under this Agreement; or (iv) a claim
that a Merchant Service infringes or misappropriates any intellectual property right of a third
party. TSYS shall be released from its obligations under this Subsection to the extent such third
party claims, demands, damages, costs, liabilities, losses, and expenses result from the
negligence, gross negligence, or intentional misconduct of COMPANY, its directors, officers,
employees, representatives, successors, and permitted assigns.


 


 









 





8.2 COMPANY Indemnification. COMPANY shall be liable to and shall indemnify, defend, and
hold TSYS, its directors, officers, employees, representatives, successors, and permitted assigns
harmless from and against any and all claims, demands by a third party, losses, liability, cost,
damage, and expense, including litigation
expenses and reasonable attorneys’ fees and allocated costs for in-house legal services, to which
TSYS, its directors, officers, employees, representatives, successors, and permitted assigns may be
subjected or which it may incur in connection with any claims which arise from or out of or as the
result of (i) COMPANY’s breach of this Agreement, (ii) the failure of COMPANY to perform its duties
and obligations under this Agreement, or (iii) the negligence or willful misconduct of COMPANY, its
directors, officers, employees, agents, and Affiliates in the performance of their duties and
obligations under this Agreement. COMPANY shall be released from its obligations under this
Subsection to the extent such third party claims, demands, damages, costs, liabilities, losses, and
expenses result from the negligence, gross negligence, or intentional misconduct of TSYS, its
directors, officers, employees, representatives, successors, and permitted assigns.



8.3 Force Majeure. Except as provided herein in this Agreement, in no event shall
TSYS or COMPANY be liable with respect to the failure of its duties and obligations under this
Agreement, other than an obligation to pay money, which is attributable to acts of God, war,
terrorism, conditions or events of nature, civil disturbances, fire or other similar events
beyond its control (a “Force Majeure Event”); provided that (i) such party gives the other party
prompt written notice of the failure and the reason therefore and uses its reasonable efforts to
limit the impact and duration of such failure except and (ii) the failure could not have been
prevented by reasonable precautions. Notwithstanding the foregoing, the limitation of liability
provided under this Subsection 8.3 shall not apply with respect to TSYS’ failure to comply with
its obligations under Subsection 10.9, nor any failure by TSYS to perform any other duties or
obligations resulting from a failure to comply with Subsection 10.9.



8.4 Special Damages. Except to extent arising from any fraud, in no event will either
party be liable for any special, consequential, or punitive damages, including but not limited to,
lost profits, even if such party knew of the possibility of such damages.



8.5 Limitation of Liability. Except with respect to the parties’ obligations under
Sections 5 and 7, or to extent arising from any fraud or a claim that the Merchant Service
infringes or misappropriates any intellectual property right of a third party, and COMPANY’s
obligation to pay for Merchant Services, the liability of either party hereunder to the other (or
to any party claiming by, through or under a party hereunder), shall be limited in the aggregate
for the Initial Term and for all subsequent Renewal Terms of this Agreement to [***] With respect
to claims arising under Section 5 or 7, the liability of either party hereunder to the other (or to
any party claiming by, through or under a party hereunder), shall be limited in the aggregate for
the Initial Term and for all subsequent Renewal Terms of this Agreement to [***]



8.6 Statute of Limitations. If and to the extent that a party (the “Reporting Party)”
fails to report the other party’s failure to perform hereunder within two (2) years of when such
failure to perform is known to the Reporting Party, the other party shall not be liable with
respect to any loss, liability, cost, damage or expense caused by such failure to perform and
incurred by the Reporting Party prior to its report of such failure.


 


 









 





9. NOTICES




9.1 Address. Any written notice required or permitted to be given by COMPANY to TSYS
hereunder shall be addressed to:



TSYS ACQUIRING SOLUTIONS, L.L.C.

Attention: Legal Department

8320 South Hardy Drive

Tempe, AZ 85284

480.333.8604 (fax)




and any written notice required or permitted to be given by TSYS to COMPANY under this Agreement
shall be addressed to:



GLOBAL CASH ACCESS, INC.




Attention: Chief Executive Officer

3525 Post Road, Suite 120

Las Vegas, NV 89120

702.262.5039(fax)





with a copy to:



GLOBAL CASH ACCESS, INC.




Attention: General Counsel

3525 Post Road, Suite 120

Las Vegas, NV 89120

702.262.5039(fax)




9.2 Form of Notice. All written notices provided for hereunder shall be delivered in
person, by facsimile, or shall be sent by courier or by certified mail with a return receipt
requested and shall be effective when delivered or, in the case of certified mail, when deposited
in the United States Post Office, postage prepaid and addressed as provided above. The parties to
this Agreement, by notice in writing, may designate another address or office to which notices
shall be given pursuant to this Agreement.



10. ADDITIONAL PROVISIONS




10.1 Relationship of Parties. Nothing herein contained shall be construed as constituting
a partnership, joint venture or agency between COMPANY and TSYS.



10.2 Assignment. This Agreement shall not be assignable in whole or in part by COMPANY or
TSYS without the other party’s prior written consent, except that such consent shall not be
required for the assignment of this Agreement (i) to any entity that is controlled by the assigning
party, its Affiliate, which assignment shall not relieve the assigning party of any obligation
hereunder or (ii) to a third party that acquires all or substantially all of a party’s assets or
business to which this Agreement relates (whether by merger, stock sale, asset sale, or other
transaction).


 


 









 





10.3 Authority. Each party to this Agreement hereby represents and warrants to the other
that it has the full right, power, and authority to enter into and perform this Agreement in
accordance with all of the terms, provisions, covenants, and conditions hereof and that the
execution and delivery of this Agreement has been duly authorized by proper corporate action.



10.4 Insolvency. In the event either party to this Agreement shall cease conducting
business in the ordinary course, become insolvent, make a general assignment for the benefit of
creditors, suffer or permit the appointment of a receiver for its business or assets or shall avail
itself of or become subject to any proceeding under the federal bankruptcy laws of any statute or
any state relating to insolvency or the protection of the rights of creditors, which is not
dismissed within ninety (90) days, then, at the option of the other party hereto, this Agreement
may be terminated by the non-defaulting party in accordance with Subsection 4.5 and be of no other
force and effect and any property or rights of such other party, tangible or intangible, shall
forthwith be returned to it.



10.5 Waiver. Any delay, waiver, or omission by COMPANY or TSYS to exercise any right or
power arising from any breach or default of the other party in any of the terms, provisions, or
covenants of this Agreement shall not be construed to be a waiver by TSYS or COMPANY of any
subsequent breach or default of the same or other terms, provisions, or covenants on the part of
the other party.



10.6 Dispute. The following procedures shall be adhered to in all disagreements
(“Disputes”) that arise under this Agreement, prior to the escalation of a Dispute to litigation.



In the event of a Dispute, the party asserting the Dispute shall notify the other party of the
nature of the Dispute with as much detail as possible, including a detailed description of the
exact items and amounts disputed, if applicable, the provision of the Agreement or other authority
for the asserted Dispute, and a copy of all supporting documentation. COMPANY’s representative and
TSYS’ representative shall confer, in person or by telephone, within five (5) business days of the
date of notification for the purpose of negotiating a resolution of the Dispute and, if applicable,
determining the corrective action to be taken by the respective parties.



If the parties’ representatives are unable to resolve the dispute, or to agree upon the
appropriate corrective action to be taken, within fifteen (15) business days of notification of the
Dispute, or if any of the completion dates in the corrective action plan are later exceeded, then
either party may initiate legal proceedings in accordance with Subsection 10.17 below. The
foregoing procedures shall not limit or delay the right of either party to seek provisional or
ancillary remedies. Pending resolution of the Dispute, and unless or until this Agreement is
terminated in accordance with the provisions hereof, both parties will continue their performance
of their obligations under this Agreement in good faith, including without limitation, the payment
of all amounts due to the other party that are not in dispute. Notwithstanding anything to the
contrary contained in this Agreement, in the event of a Dispute relating to or arising out of a
notice of default, the dispute resolution process described herein shall not be interpreted to
shorten or otherwise modify the applicable default cure period provided herein.


 


 









 





10.7 Record Retention. During the Term and for three (3) years thereafter (or such
other period as
may be required by the rules of an applicable card association or by applicable law), TSYS
shall maintain complete and accurate records of and supporting documentation for the amounts
billable to and payments made by COMPANY hereunder, in accordance with generally accepted
accounting principles applied on a consistent basis. TSYS agrees to provide COMPANY with
documentation and such other information with respect to each invoice as may be reasonably
requested by COMPANY to verify accuracy and compliance with the provisions of this Agreement.



10.8 Audit. TSYS agrees that it, its facilities, processes, hardware and software
used in connection with this Agreement, and its the performance of the Merchant Services hereunder,
are subject to audit and examination by COMPANY itself, a third party authorized representative of
the COMPANY (which third party representative agrees to a written confidentiality agreement with
provisions substantially similar to the terms imposed on COMPANY in Section 5), its auditors,
federal bank examiners, and/or representatives of other federal and state regulatory agencies
(including Gaming Authorities, as defined in Subsection 10.20 below). Upon receipt of written
notice at least five (5) days in advance of any audit or examination request (or such shorter
period as may be required by federal bank examiners and/or representatives of other federal and
state regulatory agencies), TSYS will allow such auditors and/or examiners access to the TSYS’
place of business during normal business hours and furnish such auditors and/or examiners with
access, information, data and reports as are reasonably requested by them. Notwithstanding
anything in this Subsection to the contrary, neither party will be responsible to furnish, or
provide access to, any information which is not related to the other party’s business, the
provision of Merchant Services or other matters under this Agreement, except to the extent
otherwise required by federal bank examiners and/or representatives of other federal and state
regulatory agencies.



10.9 Business Continuity.



10.9.1 General. TSYS has created and shall maintain and comply with, at its own expense, a
comprehensive disaster recovery plan (“Disaster Recovery Plan”) and comprehensive business
continuity plan (the “Business Continuity Plan” and, together with the Disaster Recovery Plan, the
“DR/BC Plans”) through which it shall be able to perform its obligations under this Agreement with
minimal disruptions or delays. TSYS represents and warrants that the Disaster Recover Plan (i)
includes processes and procedures to fully restore the Business Critical Services (as defined in
Exhibit C) within ten (10) minutes of an outage (regardless of whether the event causing the outage
is on a local or national level) and (ii) requires TSYS to maintain fully redundant processing
centers at a minimum of two (2) separate locations and an additional/third secured data storage
facility with full backups of all data relating to this Agreement that is geographically distant
from the processing centers. TSYS shall: (a) provide a reasonably detailed summary of its DR/BC
Plans, backup capabilities and redundant processing facilities to COMPANY within fifteen (15) days
of the Effective Date and again each time a material change is made; (b) provide COMPANY with
access, at TSYS’s facilities from time to time upon written request, to a complete copy of its
DR/BC Plans and proof of backup capabilities and redundant processing facilities for review by
COMPANY on premises only and COMPANY may not copy any portion nor remove such materials from TSYS’s
premises; and (c) by December 31, 2009, revise the DR/BC Plans into consolidated plans
covering both the Merchant Services and services provided to COMPANY by Infonox.


 


 









 





10.9.2 Testing. TSYS shall fully and successfully exercise all aspects of the DR/BC Plans at
least semiannually in a live production environment. Any deficiencies found in the applicable plan
or its execution will be identified to COMPANY and remediated within thirty (30) days at TSYS’
expense.



10.9.3 Changes. TSYS will revise the DR/BC Plans to reflect changes in its environment and
infrastructure and as necessary to meet or exceed regulatory agency contingency planning
requirements. TSYS shall notify COMPANY of any material change that it wishes to make to a DR/BC
Plan. No change shall degrade the quality of the DR/BC Plans or have a material impact on the
Merchant Services.



10.9.4 Notification of Event. TSYS shall notify COMPANY as soon as possible under the
circumstances after the occurrence of any event that materially effects or could materially affect
TSYS’ performance of the Merchant Services or that otherwise warrants execution of either DR/BC
Plan (a “Plan Event”) and shall execute the DR/BC Plans at no cost to COMPANY. TSYS will provide
COMPANY with regular updates during a Plan Event and the recovery process and (ii) a means of
communication whereby COMPANY can receive regular updates and monitor progress as information
becomes available.



10.10 Insurance. TSYS agrees to retain insurance on its property for the replacement
value of such property and to retain general liability insurance including broad form contractual
insurance, each in an amount not less than One Million dollars per occurrence ($1,000,000.00) and
Two Million dollars ($2,000,000) General Aggregate Limit.



TSYS will maintain Umbrella / Excess Liability insurance in an amount not less than Five
Million dollars ($5,000,000) per occurrence / annual aggregate.



TSYS will maintain Fidelity/Crime insurance in an amount not less than Five Million dollars
per occurrence ($5,000,000.00) and Ten Million dollars ($10,000,000) for all claims in the
aggregate, errors and omissions insurance that covers TSYS’ and its contractors’ errors and
omissions in their performance under this Agreement in an amount not less than Five Million dollars
per occurrence ($5,000,000.00) and Ten Million dollars ($10,000,000) for all claims in the
aggregate.



The insurers selected by TSYS shall have an A.M. Best rating of A- or better or, if such
ratings are no longer available, with a comparable rating from a recognized insurance rating
agency.



TSYS shall furnish COMPANY, prior to commencing Merchant Services under this Agreement and at any
time upon COMPANY’s request, with certificate(s) of insurance (in form and substance reasonably
satisfactory to COMPANY) evidencing such coverage and TSYS shall endeavor to notify COMPANY at
least thirty (30) days prior to any cancellation or material change in coverage. Upon any
cancellation of any insurance policy required hereby, and prior to the effective date thereof, TSYS
will endeavor to provide COMPANY certificate(s) regarding any replacement insurance, issued by an
insurance company setting forth the requirements above. The General
Liability, Umbrella, and Property policies to be obtained and maintained hereunder shall be
endorsed to provide that such policies provide primary coverage on all claims arising from or in
connection with Merchant Services performed for or on behalf of COMPANY hereunder.


 


 









 





10.11 Off-site Storage. Throughout the Term and thereafter until a complete Deconversion
is achieved and COMPANY’s data files have been delivered to COMPANY, TSYS agrees to maintain and
retain:



10.11.1 Offsite storage for each of COMPANY’s data files used in connection with processing
services provided by TSYS under this Agreement (including all Customer Data and all other data
created, stored or otherwise maintained hereunder), which data files shall be maintained and stored
for a period of at least seven (7) years (or such longer period as may be required by applicable
laws, regulations or transaction network rules) in accordance with reasonable accessibility
guidelines and requirements mutually agreed by the parties (which agreement shall not be
unreasonable withheld or delayed);




10.11.2 A backup power supply system to guard against electrical outages; and



10.11.3 Adequate backup for on-line communications provided that COMPANY maintains an
appropriate modem for such on-line communications as specified by TSYS.



TSYS shall promptly (i) replace or regenerate from TSYS’ media any data, programs or information of
COMPANY that is lost or damaged by TSYS and (ii) provide COMPANY with access to and/or copies of
COMPANY’s data files if and when requested by COMPANY.



10.12 Property Rights.



10.12.1 Any software (including but not limited to, programs and programming tools) and
associated documentation and manuals developed by TSYS and used by TSYS to fulfill its obligations
under this Agreement (excluding the COMPANY Materials, defined below) shall be the sole and
exclusive property of TSYS even if COMPANY assisted TSYS in the development or modification of such
software, documentation or manuals (the “TSYS Software”) and, except as otherwise provided herein,
COMPANY shall have no interest whatsoever in and to such software, documentation and manuals.



10.12.2 As used herein, “COMPANY Materials” means (i) any software and associated
documentation or manuals provided or made available by COMPANY in connection with this Agreement
and modifications or enhancements thereto (by whomever produced); and (ii) any data, information,
content, and other materials prepared by or transmitted by, to or for COMPANY or its merchants,
customers or partners through the use of or by or through the Merchant Services (including, without
limitation, Customer Data and other data generated in connection with processing transactions).
The COMPANY Materials shall be the sole and exclusive property of COMPANY (even if TSYS assisted
COMPANY in the development or modification thereof) and, except as otherwise provided herein, TSYS
shall have no interest whatsoever in and to any COMPANY Materials.


 


 









 





10.12.3 For the avoidance of doubt, and notwithstanding anything herein to the contrary, TSYS
hereby grants to COMPANY (i) a non-exclusive, worldwide right and license to reproduce, install and
otherwise use in connection with the Merchant Services any TSYS Software code that may provided to
COMPANY hereunder, if any (e.g. terminal or front end software) and (ii) to the extent TSYS has any
right, title or interest in any transaction, data or message formats utilized by COMPANY in
connection with this Agreement, a worldwide, perpetual, irrevocable, unlimited right and license to
utilize such formats (including any modifications thereto), whether in connection with the Merchant
Services or otherwise. For the avoidance of doubt, the software referred under item (i) above
shall not include any software separately licensed to COMPANY by Infonox or any of Infonox’s
subsidiaries.



10.12.4 Except as otherwise provided herein, including Subsections 10.12.1 through 10.12.3,
each party will retain all of its right, title and interest (including any intellectual property
rights) that it may have in and to any concepts, ideas, know-how, techniques or other subject
matter that it may develop.



10.12.5 TSYS acknowledges and agrees that it has no claim, right, title or interest in any
settlement receivables that it processes hereunder and will not to assert any lien, claim or
encumbrance or right of offset against any such settlement receivables. TSYS further agrees to
execute and deliver such other reasonable documents or instruments as may be necessary to
memorialize and acknowledge the same to third parties from time to time as requested by COMPANY.



10.13 Hiring with Consent. During the Term and thereafter until the Merchant Services have
been fully Deconverted, and for an additional period of one (1) year subsequent to such
Deconversion (the “Protected Period”), neither TSYS nor COMPANY, without the prior written consent
of the affected party, shall hire, seek to hire or refer for other employment, any employee of such
affected party employed or utilized by such affected party during the Protected Period.



10.14 Binding Nature. Subject to Subsection 10.2, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their representatives and their respective
permitted successors and assigns.



10.15 Section Headings. Section headings are included for convenience or reference only
and are not intended to define or limit the scope of any provision of this Agreement and should not
be used to construe or interpret this Agreement.



10.16 Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto relating to the subject matter hereof and all prior negotiations, agreements and
understandings, whether oral or written, relating to the subject matter hereof are superseded
hereby. Specifically, and for the avoidance of doubt, (i) the existing Processing Services
Agreement dated September 1, 2005, originally executed by Cash Systems, Inc. and Vital Processing
Services, L.L.C. (now TSYS), are hereby terminated with no termination fees payable to TSYS and the
fees chargeable thereunder shall not apply with respect to any services provided hereunder and (ii)
agreements between COMPANY (and/or its Affiliates) and Infonox on the Web or Infonox, Inc.
(collectively, “Infonox”) shall
not be superseded, terminated or replaced by this Agreement. Except as otherwise provided herein,
no modification or amendment to this Agreement shall be effective unless and until set forth in
writing and signed by both parties hereto.


 


 









 





10.17 Governing Law. This Agreement shall be governed in all respects by, and construed in
accordance with, the laws of the State of Delaware without reference to its conflicts of law
provisions.



10.18 Survival. The terms of Sections 3.1, 3.2 and 3.3 (with respect to amounts accrued
prior to the Deconversion of Merchant Services), 4.6, 4.7, 4.8, 5, 8, 9, 10.1, 10.2, 10.3, 10.5,
10.6, 10.7, 10.8, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18, 10.19 and 10.21 shall
survive the termination of this Agreement. Further, any other terms and conditions relating to
TSYS’ provision of Merchant Services shall survive and continue until the Deconversion of Merchant
Services (including Sections 1, 6, 7, 10.9, 10.10 and 10.20).



10.19 Mutual Negotiation. The parties agree that the terms and conditions of this Agreement
are the result of negotiations between the parties and that this Agreement shall not be construed
in favor of or against any party by reason of the extent to which any party or its professional
advisors participated in the preparation of this Agreement.



10.20 Privileged License. TSYS acknowledges that COMPANY and its Affiliates may be subject
to and exist because of privileged licenses issued by governmental and quasi-governmental
authorities responsible for or involved in the regulation of gaming or gaming activities (“Gaming
Authorities”). If TSYS is requested by any Gaming Authority to provide any information or obtain
any approval from any Gaming Authority, then TSYS shall provide all requested information and apply
for and obtain all reasonably necessary approvals required or requested of TSYS by such Gaming
Authority, and, if TSYS thereafter fails to provide such requested information or apply for and
obtain such necessary approvals, or if COMPANY or any of COMPANY’s Affiliates are directed to cease
business with TSYS by a Gaming Authority, or if COMPANY shall in good faith determine, in COMPANY’s
reasonable judgment, that TSYS is or is intending to engage in any activity or relationship that
will or shall reasonably jeopardize COMPANY’s or any of COMPANY’s Affiliates’ privileged licenses,
then (a) TSYS shall exercise its best efforts, in good faith, to remedy such issues, which may
include terminating a relationship with the person who is the source of such issue if requested by
COMPANY and (b) if, following such exercise of best efforts, TSYS is unable to remedy the issues,
as determined by COMPANY in its reasonable discretion, or if COMPANY is required to do so by any
Gaming Authority, COMPANY may, to the extent permitted by the Gaming Authorities, terminate this
Agreement and its relationship with TSYS without further obligation to TSYS. To the extent
permitted by the Gaming Authorities, any right or obligation of either party hereunder existing or
accrued prior to any termination of this Agreement in accordance with the foregoing shall not be
affected or impaired in any manner by such termination.



10.21 Subcontractors. If TSYS uses any subcontractor in connection with this Agreement,
TSYS shall cause each subcontractor to comply with the terms and conditions of this Agreement and
shall be responsible for the acts and omissions of subcontractors as if such acts and omissions had
been the acts and omissions of TSYS.


 


 









 





10.22 No Interference with Business; Exclusive Cash Access Services Provider.



10.22.1 TSYS agrees that during the Term and thereafter until the Merchant Services have been
fully deconverted, TSYS shall not and shall cause its Affiliates not to directly or indirectly
divert or attempt to divert from COMPANY (or any COMPANY Affiliate) any business of any kind in
which it is engaged (including, without limitation, the solicitation of or interference with any of
its suppliers or merchants, customers or partners).



10.22.2 During the Term hereunder (which shall not include any period of Deconversion after
the termination date), TSYS agrees that it will not, and shall cause its Affiliates not to,
directly or indirectly, anywhere in the world, market, sell, license or otherwise provide any
product or service for use in processing Cash Access Transactions (i) conducted in any facility,
resort or property with gaming operations (including, without limitation, areas of such facility,
resort or property that are off or outside the gaming floor) or (ii) otherwise conducted for the
primary purpose of gaming, including, without limitation, Telebet, YouBet and phone wagering (each
a “Gaming Cash Access Transaction”). However, the definition of Gaming Cash Access Transaction
excludes Cash Access Transactions conducted for gaming/wagering provided by Internet Gaming
Merchants via the Internet (but not gaming/wagering that may be offered by such merchant by phone
or in-person). Further, and for the avoidance of doubt, Cash Access Transactions do not include
Retail POS Transactions and Retail POS Transactions do not include Cash Access Transactions.



10.22.3 If TSYS desires to provide a product or service for use in connection with Gaming Cash
Access Transactions to a person or entity other than COMPANY, TSYS shall first deliver to COMPANY a
written notice (the “Notice”) stating: (i) TSYS’ bona fide intention to provide the product or
service to such person or entity; (ii) the name of the person or entity; (iii) in reasonable
detail, the purpose of the implementation and the functions that will be performed or enabled
through the implementation, (iv) the fees and other consideration that will be paid or otherwise
provided by the person or entity; and (v) the material terms and conditions of the proposed
transaction. Further, TSYS shall provide COMPANY with any additional information regarding the
proposed transaction as may be reasonably requested by COMPANY. COMPANY shall inform TSYS in
writing within ten (10) business days following its receipt of Notice and any such additional
information, if COMPANY intends to provide any similar product or service to such person or entity
(or the casino itself) or otherwise objects to such transaction, and if COMPANY does not have such
intention or objection, TSYS may proceed with such transaction with such person or entity strictly
in accordance with the terms and description set forth in the Notice and as otherwise agreed by
COMPANY; provided that, and for the avoidance of doubt, TSYS otherwise complies with the terms and
conditions of this Agreement (including Section 5 and Subsection 10.22.1).



10.22.4 As used herein: (i) “Cash Access Transactions” means any transaction involving the use
of a financial instrument (including, without limitation, a check, credit card, ATM card, debit
card, or ticket that can be redeemed for cash or credit) for the primary purpose of getting cash or
obtaining credit; (ii) “Retail POS Transactions” means any transaction involving the use of a
financial instrument for the primary purpose of obtaining
goods or services (other than casino gaming services) (e.g. hotel room, retail shop and dining
charges); and (iii) “Internet Gaming Merchant” means a merchant that offers gaming/wagering via the
Internet.


 


 









 





IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf
by its duly authorized officers as of the date of COMPANY’s signature below, effective July 1,
2009.



	 	 	 	 	 
	GLOBAL CASH ACCESS HOLDINGS, INC.

	 	 	 	TSYS ACQUIRING SOLUTIONS, L.L.C.
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	Signature
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	 

	 	 	 	 
	Title

	 	 	 	Title
	 
	 	 	 	 
	 

Date

	 	 	 	 






 


 









 





Exhibit A




Point-of-Sale Service Descriptions and Pricing/Reimbursable Expenses





	1.	 	Switched Transaction Fees







The rates delineated in the table below will be charged per Switched Transaction. Fees
below cover charges for the authorization, capture and the settlement per transaction. A
“Switched Transaction” means a completed or attempted point-of-sale transaction and, for
each such transaction, includes/represents the combination of the authorization, capture and
settlement of such single “Switched Transaction” (meaning there is one fee for all activity
conducting in processing a Switched Transaction). Switched Transactions do not include
Unbundled Transactions or Gateway Transactions (defined below).



	 	 	 	 	 	 	 	 	 
	 
	 	1.1	2009 Switched Transaction Fee, per transaction	 	 	[***]	 







	 	1.2	 	2010, 2011, and 2012 Switched Transaction Fee, per transaction






	 	 	 	 	 	 	 
	 	 	 	 	Fee per	 	 
	 	 	Annual	 	Switched	 	 
	Tier	 	Transaction Volume	 	Transaction	 	Applies To
	1

	 	[***]
	 	[***]
	 	Price for first [***] transactions per year.
	2

	 	[***]
	 	[***]
	 	Price for next [***] transactions per year.
	3

	 	[***]
	 	[***]
	 	Price for next [***] transactions per year.
	4

	 	[***]
	 	[***]
	 	Price for all transactions above [***] per year.







	 	1.3	 	2013 Switched Transaction Fee, per transaction

	 
	 	 	 	The per Switched Transaction fee in 2013 will be equal to the average Switched
Transaction Fee billed to COMPANY per Switched Transaction in 2012 (i.e. divide the
total Switched Transaction Fees payable for the year by the total number of Switched
Transactions).

	 
	 	 	 	For the avoidance of doubt, the parties acknowledge and agree that if the
authorization of a Switched Transaction is attempted but denied by the applicable
issuer, (i) COMPANY must still pay the applicable Switched Transaction fee and (ii)
the volume of such attempted authorizations shall be counted in the Switched
Transaction volume used in determining the applicable fees/volume tiers above and
the annual minimum commitment below.






	 	 	 	 	 	 	 	 	 
	 
	 	1.4	 	Dial Surcharge. Per dial transaction	 	 	[***]	 







	 	1.5	 	Minimum Switched Transaction Fees.

	 
	 	 	 	Company agrees, beginning on [***] (“Start Date”), to pay Switched Transaction Fees
for a minimum number of Switched Transactions per contract year for the Initial
Term, as set forth below:






	 	 	 
	Time Period	 	Switched Transaction Minimum Commitment
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]
	[***]
	 	[***]






 


 









 






If, at the end of any of the time periods specified above, the number of Switched
Transactions processed during such period is less than the specified Switched
Transaction minimum commitment, TSYS’ invoice covering the last calendar month in
such period shall include applicable Switched Transaction Fees for such shortfall in
Switched Transactions.




	2.	 	Other Transaction Fees







	 	2.1	 	Unbundled Transactions. For international transactions where COMPANY
utilizes another processor for either an authorization, capture or clearing and
settlement of such transaction (each an “Unbundled Transaction”), then the following
will apply:







	 	•	 	The fee structure will be:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	•	 	Authorizations, per authorization:	 	 	 	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	•	 	Captures, per captured transaction	 	 	 	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	•	 	Clearing & Settlement, per transaction	 	 	[***]	 	 	 	 	 







	 	•	 	Unbundled Transactions will not be included in either the volume of
Switched Transactions for tiered-pricing purposes, or in the volumes
applied towards the Switched Transaction minimum.

	 
	 	•	 	The parties shall mutually agree upon, in good faith on a case-by-case
basis, a method for identifying Unbundled Transactions (e.g. by country,
acquirer or issuer bin range) to enable Unbundled Transactions to be
invoiced separately from Switched Transactions described above.







	 	2.2	 	Gateway Transactions. For transactions for which TSYS does not provide
any authorization, capture or settlement processing, but instead forwards such
transaction to another party on COMPANY’s behalf for processing (e.g. Jetco & CUP
transactions initiated in Asia) (each a “Gateway Transaction”), COMPANY agrees to pay a
gateway fee of [***].







	3.	 	IP Frame and Residency Charges







	 	3.1	 	 Terminal Related Fees






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	ATM and Terminals: key management; key load, reload, per terminal.	 	$	[***]	 







	 	N.B.1	 	 GCA will continue to inject and manage their own keys.

	 
	 	N.B.2	 	 Only applicable to terminals when company decides to use TSYS key load process.





 


 









 











	 	3.2.	 	 VirtualNet, Stage-Only, and MCFS® Residency Fees






	 	 	 	 	 	 	 	 	 
	 
	 	3.2.1	 	VirtualNet® IP Residency Fee per  terminal, per month	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2.2	 	VirtualNet® SSL / SET Residency Fee per terminal, per month	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2.3	 	Stage Only File Residency	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2.4	 	MCFS File Residency	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.2.5	 	MCFS Updates	 	$	[***]	 







	 	3.3.	 	IP Endpoint Setup Fees and Monthly Endpoint Fees

	 
	 	 	 	Existing Lines (including Monthly IP Frame Fees for Certegy Gaming):

	 
	 	 	 	The endpoint fees paid by COMPANY for existing lines in use by COMPANY as of the
Effective
Date will remain the same and continue to be charged until such lines are no longer
required by COMPANY; provided that the fees for the following three IPF frames will
be changed to [***] per month per line (to be charged for so long as such IPF frames
are required by COMPANY):






	 	 	 	 	 	 	 	 	 	 	 
	Endpoint	 	Endpoint	 	Internal	 	 	 	 
	Name	 	ID	 	ID	 	Size	 	Address
	Certegy—Game Cash

	 	Vtl220a
	 	V6647016
	 	 	56	 	 	11601 Roosevelt Blvd., St. Petersburg, Florida
	Certegy—Game Cash

	 	Vtl226a
	 	V6991757
	 	 	56	 	 	1850 Deming Way, Middleton, Wisconsin
	FIS — Game Cash

	 	Vtl282a
	 	V1834159
	 	 	56	 	 	350 E. Cermark, Chicago, Illinois







New Lines/Terminals




The following fees shall apply solely on a prospective basis, to the extent
applicable, for new installations after the setup and conversion of all existing
COMPANY Terminals for the Merchant Services.




IP merchants or their solution providers must establish a point to point link to
support production transactions. There is a set up fee and a monthly fee associated
with the endpoint on a per quote basis.




A backup method of communication is required. Options for the backup method include
an additional circuit, an ISDN connection (maximum bandwidth 128K), SSL, or VPN.
The backup will be tested as part of implementation.




3.3.1 Endpoint Setup Fees



	 	 	 	 	 
	Item	 	Set-up Fee	 
	Circuit/ Per Circuit
	 	 	[***]	 
	T1 or Fractional
	 	 	[***]	 
	Router/ Per Router
	 	 	[***]	 
	ISDN/ Per ISDN Connection
	 	 	[***]	 
	Demarc Extenstion — Per Extension
	 	 	[***]	 
	Host IP Address Change
	 	 	[***]	 
	Expedite (Rush)
	 	 	[***]	 






 


 









 






	 	3.3.2	 	Monthly Endpoint Fee






	 	 	 	 	 
	Type	 	Bandwidth	 	Monthly Fee
	Type 1

	 	56Kbps fixed data rate
	 	Per Quote
	Type 2

	 	64Kbps fixed data rate
	 	Per Quote
	Type 3

	 	128Kbps fixed data rate
	 	Per Quote
	Type 4

	 	256Kbps fixed data rate
	 	Per Quote
	Type 5

	 	384Kbps fixed data rate
	 	Per Quote
	Type 6

	 	512Kbps fixed data rate
	 	Per Quote







	 	N.B.1	 	 A twelve (12) month minimum installation
commitment is required for all Frame Relay circuit / endpoint
installations.

	 
	 	N.B.2	 	 If a Frame Relay circuit / endpoint is
un-installed prior to the expiration of the initial twelve (12) month
period, the remaining balance will be invoiced by TSYS.

	 
	 	N.B.3	 	 The twelve (12) month commitment will
automatically renew each year.

	 
	 	N.B.4	 	 Non-return of router upon service termination
will result in billing for the router, pro-rated based on a thirty-six
(36) month life.






	 	 	 	 	 	 	 	 	 
	 

	 	 	3.3.3	 	 	Monthly Router Fee/ Per Circuit
	 	Per Quote







	 	3.3.4	 	Monthly ISDN Backup Fees / Per Circuit






	 	 	 	 	 
	Type	 	Bandwidth	 	Monthly Fee
	Single Channel

	 	56 or 64 Kbps fixed data rate
	 	[***]
	Dual Channel

	 	128 Kbps fixed data rate
	 	[***]







	4.	 	Training







	 	4.1	 	Post-Conversion Training

	 
	 	 	 	At COMPANY’s request, TSYS will provide up to [***] days (each an eight (8)
hour day) of training at COMPANY’s location within ninety (90) days of the effective
date of this agreement without charge. If Company requests any additional training,
it shall be provided at the applicable price set forth below:






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1.1	 	 	Training at COMPANY location, per trainer per day, no
participant limit, in an eight (8) hour day
	 	[***]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1.2	 	 	Training at TSYS facility, per hour, up to eight (8)
Participants
	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1.3	 	 	Telephone Training, per hour (no participant limit)
	 	[***]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1.4	 	 	Webinar, per session viewed (each logon)
	 	Per quote	 	 







	 	4.2	 	 General Training Terms and Conditions







	 	4.2.1	 	Reasonable, out-of-pocket travel, lodging, transportation and
meal expenses for TSYS training personnel are considered a COMPANY cost in
addition to any fees.

	 
	 	4.2.2	 	On-Site (at COMPANY’s facility) training fees are assessed at
the full day’s rate, regardless of how many hours (up to eight (8) hours) are
utilized.

	 
	 	4.2.3	 	The fees listed above will apply for all training, including
Merchant-level product-specific training.





 


 









 











	5.	 	Optional Services







	 	5.1	 	Selective Debit Reject Service

	 
	 	 	 	Selective Debit Reject Service is a tool which enables COMPANY to selectively reject
debit transactions based on transaction ID codes in the transaction authorization
record. COMPANY is responsible for selection of the transaction ID codes. Rejected
debit transactions are prevented from going to the associations for authorization.
TSYS will send a reject message to the POS application.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.1.1	 	 	Implementation fee, per Client	 	[***]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.1.2	 	 	Monthly maintenance fee, per Client	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.1.3	 	 	Update fees	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	5.1.3.1	 	 	BIN-level updates, up to five (5) BIN level updates, per month
	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	5.1.3.2	 	 	BIN-level updates, per request, in excess of five (5), per month
	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	5.1.3.3	 	 	Merchant level updates, per load
	 	[***]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	N.B.1 Maximum of one hundred (100) merchants per load.	 	 	 	 







	6.0	 	Help Desk Access and Controls






The following section details the pricing for Help Desk Support for ACM, ATM, VRK, QCP, and QCK
machines. Help Desk pricing for traditional terminal-level merchant Point-of-Sale support of
Credit and Debit transactions to be provided by TSYS at COMPANY request.




	 	6.1	 	Seat License






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1 to 30	 	31 to 40	 	41 to 50	 	51 to 75	 	76 to 100	 	100 to 200
	Seat Count

(system Seats — 1 per person)

	 	 	30	 	 	 	40	 	 	 	50	 	 	 	75	 	 	 	100	 	 	 	200	 
	Seat License

(charge per seat count)

	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 







	 	6.2	 	Pricing for Monitoring






	 	 	 	 	 
	 	 	Fee Per 	 	 
	 	 	 Device	 	Applies to*:
	[***]

	 	[***]
	 	Price per unit for the first [***]
	[***]

	 	[***]
	 	Price per unit for next [***]
	[***]

	 	[***]
	 	Price per unit for above [***]








	 	 	 
	*	 	This fee applies solely to devices upon which the “IDM” or “Glu-On” software
modules are installed. Volumes for all product types (e.g. ACM/ATM, and VRK) will
be aggregated and applied to the above tiers.






 


 











 





	7.0	 	POS Pass-Through Costs







Unless waived (as indicated below), all of the following costs are direct pass-throughs
without any markup or overhead allocation included by TSYS, to be invoiced only if incurred
by TSYS and subject to the applicable conditions noted in the footnotes below the table.




7.1 Association and Debit Network Pass-Through Costs



	 	 	 
	Credit
	 	 
	Visa Access Fees — Visa

	 	[***]
	Visa Access Fees — Other (JCB, Diners, etc.)

	 	[***]
	AMEX

	 	Charges billed directly to BIN Holder.
	Discover

	 	Charges billed directly to BIN Holder.
	MasterCard*

	 	Charges billed directly to BIN Holder.
	Debit
	 	 
	Access Through Visa — Interlink

	 	[***]
	Access Through Visa — All Other Networks

	 	[***]
	Debit Switching/Interchange

	 	Depending upon the network, the
charges will be either directly
pass-through from TSYS or be charged
directly to BIN Holder.








	 	 	 
	*	 	All MasterCard branded activity (MasterCard; Maestro;
Cirrus; Diners) will be routed directly to MasterCard (and
not through Visa), unless the MasterCard access costs are
greater than the Visa non-branded access cost — currently
[***]. If the cost structure changes, TSYS must get COMPANY’s
explicit approval to route MasterCard branded traffic through
Visa.

	 
	**	 	There will be no Elan gateway fees nor Elan cost
pass-through. All non-Visa and non-MasterCard branded pin
activity will be routed directly to those networks where TSYS
has a direct connection, unless
least cost routing dictates otherwise and COMPANY concurs. If
there is no direct connect available, pin based debit activity
will be routed through the Elan gateway, for those debit
networks Elan is connected to.

	 
	***	 	All Visa branded activity (Visa; Interlink; Plus) will be
routed directly to Visa (and not through MasterCard), unless
the Visa access costs are greater than the MasterCard
non-branded access cost — currently [***]. If the cost
structure changes, TSYS must get COMPANY’s explicit approval
to route Visa branded traffic through MasterCard.






7.2 International Dial Charges


TSYS will pass-through the international dial charges incurred for international dial
transactions to COMPANY.


 


 









 





Exhibit B




Clearing and Settlement





	1.	 	Processing Services







	 	1.1	 	Merchant Account on File, Statements






	 	 	 	 	 	 	 	 	 
	1.1.1	 	Per account, per month	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	1.1.2	 	Statements, per statement	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	 	 	N.B.1	 	This fee is assessed for all accounts on file,
regardless of status (e.g. active, inactive, etc.).







	 	1.2	 	Transactions Fees






	 	 	 	 	 	 	 
	1.2.1
	 	Incoming transaction, per transaction	 	 	[***]	*
	 
	 	 	 	 	 	 
	1.2.2
	 	Outgoing Transactions, per transaction	 	 	[***]	*
	 
	 	 	 	 	 	 
	1.2.3
	 	Deposit Transactions, per transaction	 	 	[***]	*
	 
	 	 	 	 	 	 
	1.2.4
	 	Cross Reference Transactions, per transaction	 	 	[***]	*
	 
	 	 	 	 	 	 
	1.2.5
	 	The foregoing clearing and settlement transactions fees are assessed on all credit, debit, EBT and check transactions.	 	 	 	 








	 	 	 
	*	 	included per Switched POS Transaction, see Exhibit
“A”, Section 1.






	2.	 	Monthly Reporting Package







Standard and all COMPANY custom reporting/data file delivery from
TranSending and SupportNox, as well as pass-through reports from
networks, shall be provided at [***] (excluding, for the avoidance of
doubt, applicable pass-through fees permitted hereunder). Should
COMPANY require any additional data/files to be sent to any internal
COMPANY systems, or to 3rd parties, then the [***]
Standard reporting package set forth below would apply (note, the use
of this service is optional).



	 	 	 	 	 
	Monthly Reporting Package(s)
	 	 	 	 
	 
	Per Month, for up to five (5) standard reports, per package
	 	 	[***]	 







	3.	 	Optional Accounting Services







Storage Fees




No charge for customary data storage. For the avoidance of doubt, storage necessary for
TSYS to comply with its obligations under the Agreement shall be deemed customary and
provided without charge.




	4.	 	Clearing and Settlement System Training and Consulting







	 	4.1	 	Initial Conversion / Start-up Training






	 	 	 	 	 	 	 	 	 	 	 
	4.1.1	 	Initial Conversion / Start-up Training, per trainer per day in
an eight (8) hour day (up to ten (10) participants) Valid forty-five (45) days
prior to and up to ninety (90) days after conversion completion date.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.1.2	 	System Overview, up to five (5) days	 	 	[***]	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.1.3	 	Staff Training, up to five (5) days	[***]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.1.4	 	System Manual CDs — Accounting and Merchant	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	4.1.4.1	 	First ten sets	 	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	4.1.4.2	 	Additional sets, each	 	 	[***]	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.1.5	 	Merchant and Account System Training Workbooks,
per workbook in excess of 10 copies	 	 	[***]	 	 	 






 


 









 






	 	4.2	 	Post-Conversion Training






	 	 	 	 	 	 	 
	4.2.1
	 	Training at COMPANY location, per trainer per day, no	 	 	 	 
	 
	 	participant limit, in an eight (8) hour day	[***]	 	 	 
	 
	 	 	 	 	 	 
	4.2.2
	 	Training at TSYS facility, per hour, up to eight (8)	 	 	 	 
	 
	 	Participants	 	 	[***]	 
	 
	 	 	 	 	 	 
	4.2.3
	 	Telephone Training, per hour (no participant limit)	[***]	 	 	 







	 	4.3	 	General Training Terms and Conditions







	 	4.3.1	 	Reasonable, out-of-pocket travel, lodging, transportation and
meal expenses for TSYS training personnel are considered a COMPANY cost in
addition to any fees.







	 	4.3.2	 	On-Site (at COMPANY’s facility) training fees are assessed at
the full day’s rate, regardless of how many hours (up to eight (8) hours) are
utilized.

	 
	 	4.3.3	 	 







	 	4.4	 	Documentation






	 	 	 	 	 	 	 	 	 
	4.4.1	 	System Training Workbooks, per workbook	[***]	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.4.2	 	Doc-line Online Accounting System	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4.2.1	 	0-100 Logon IDs, per month	[***]	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4.2.2	 	101-200 Logon IDs, per month	[***]	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.4.3	 	Merchant System Manuals CD one (1), per CD

provided by TSYS	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4.3.1	 	First ten CD	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.4.3.2	 	Additional CDs, each	[***]	 	 	 







	 	4.5	 	Professional Services / Consulting







TSYS provides various professional services/consulting options (“Professional
Services”) for companies using the Clearing and Settlement products and
platforms, including Deconversion Assistance and services to implement
Modifications. Except as otherwise provided in the Agreement, Professional Services
will be priced on a per-quote basis. TSYS shall provide a written proposal for
requested Professional Services, including an estimate of fees and the number of
hours, for COMPANY’s written approval prior to the commencement of services. The
Professional Services options are as follows:



	 	 	 	 	 	 	 
	4.5.1
	 	Professional Services — (plus travel expenses), per hour	[***]	 	 	 







	 	N.B.1  	 	 Reasonable out-of-pocket travel, lodging,
transportation and meal expenses for TSYS Professional Services
personnel are considered a COMPANY cost in addition to these fees.

	 
	 	N.B.2 	 	 Professional Services fees are assessed in
full hour increments (i.e. a partial hour will be rounded up to the
next full hour).





 


 









 











	5.	 	Clearing & Settlement Pass-Through Fees







All of the following fees are direct pass-throughs without any markup or overhead allocation
included by TSYS (unless otherwise noted), to be invoiced only if incurred by TSYS.




	 	5.1	 	Envelopes/ Postage

	 
	 	 	 	All envelopes/postage will be provided to COMPANY as a direct pass through.







	 	5.1.1	 	Postage Credit







Each month during this agreement, a flat monthly invoice credit of [***] will
be applied to COMPANY’s invoice.




	 	5.2	 	Data Line






	 	 	 	 	 	 	 
	5.3.1.
	 	Estimated one-time installation	 	 	[***]	 
	 
	 	 	 	 	 	 
	5.3.1.
	 	Monthly data line(s) based on distance number required, line size and drop points, etc., monthly	 	 	[***] — [***]	*








	 	 	 
	*	 	This fee contains a nominal amount of TSYS overhead included.





	 	 	 	 	 	 	 
	5.3
	 	Visa Base II, per transaction	[***]	 	 	 
	 
	 	 	 	 	 	 
	5.4
	 	MasterCard	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Charges billed directly to BIN Holder.	 	 	 	 
	 
	 	 	 	 	 	 
	5.5
	 	Visa File Delivery Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Per kilobyte of data	 	 	[***]	 







 


 











 




Exhibit C




Service Levels and Support




Notwithstanding anything in this Exhibit to the contrary, TSYS’ responsibility for service level
standards is limited to those elements over which TSYS, its affiliates or contractors have
substantial control — which, by way of example, includes software and systems provided by Infonox
(which shall be considered part of the TSYS System), but not COMPANY’s or its affiliates’ or
contractors’ (other than TSYS Affiliates) hardware, software or systems. COMPANY will exercise
commercially reasonable efforts to (i) report to TSYS any material Service Level deficiencies to
which it becomes aware and (ii) report any and all material System Errors to which it becomes aware
as soon as practicable to aid TSYS in curing such deficiencies/ meeting Response Time requirements.
Notwithstanding the foregoing, lack or delay of any such report shall not impact, modify or
otherwise alleviate TSYS’ obligations hereunder.



1. Definitions




Unless defined otherwise herein, capitalized terms used in this Exhibit C shall have the
same meaning as set forth in the body of this Agreement.



“Business Critical Service” means any of the following business functions or
interfaces to the extent processed by or supported in the Merchant Services or TSYS System:
communications network and methodology (including that which is provided by TNS), front end
terminal and peripheral device driving capability, transaction processing (both financial and
non-financial, including within TransIT and Sierra), product/service delivery to point of sale,
delivery of accurate data, capture and settlement file delivery (files being those listed in
section 2.2.1 below). Dispute processing, merchant boarding and device and critical component
monitoring (including SupportNox) will be considered Business Critical Services, but System Errors
with respect thereto will not be categorized higher than Severity 2. Others processes and/or
services may be added to this list from time to time by COMPANY and TSYS (subject to mutual
agreement, not to be unreasonably withheld and delayed) based on the impact of changes and new
developments.



“Severity” means the criticality of a System Error, which shall range from Severity 1
which is the most critical to Severity 5 which is the least critical. Severity levels 1-5 are
defined below:




	 	•	 	“Severity 1”: A Business Critical Service is completely down or
incapacitated for all of COMPANY’s clients (whether because the function or interface
is not available, the system information/data has material defects and/or errors or
otherwise).







	 	•	 	“Severity 2”: A Business Critical Service is severely impaired and it is
perceptible to any of COMPANY’s clients and/or has significant impact to COMPANY’s
business operation (e.g. TSYS transaction processing times have been severely impacted,
a business critical function cannot be completed, and/or the system information/data is
not accurate).







	 	•	 	“Severity 3”: The System Error is perceptible to COMPANY’s clients and/or
impacting a COMPANY internal function.







	 	•	 	“Severity 4”: The System Error is impacting a COMPANY internal function but
there is a manual work-around.







	 	•	 	“Severity 5”: The System Error has no functional impact to COMPANY’s clients
or COMPANY’s operations.






“System Error” means a failure, error or other problem of/in the Merchant Services or
TSYS System (including statement errors).



“System Availability” means that all Business Critical Services are up, operational
and available for use by COMPANY and its clients without System Errors and all data are current
according to published and agreed transaction and file update schedules.



“TSYS System” means, collectively, the hardware and software used in the provision of
the Merchant Services.


 


 









 





2. Service Levels





	 	2.1	 	Dial Authorization Availability

	 
	 	 	 	The communications network will have availability of at least [***].

	 
	 	 	 	In the event that the dial authorization network is available less than the
established service level, TSYS will reimburse COMPANY the price differential (if
any) actually incurred by COMPANY for obtaining authorization from another
equivalent source of service and shall pay the interchange downgrade incremental
cost difference.

	 
	 	2.2	 	File & Report Delivery







	 	2.2.1	 	File Delivery:







	 	 	 	[***] of all files will be delivered within the applicable window in
table below or, if no window is specified, published schedules
(excluding transactions rejected based on incoming or outgoing edits
due to the source data being the reason for the reject of the problem
attributed to the Association).

	 
	 	 	 	[***] of all files will be within 24 hours of the applicable window
in table below or, if no window is specified, published schedules
(excluding transactions rejected based on incoming or outgoing edits
due to the source data being the reason for the reject of the problem
attributed to the Association).

	 
	 	 	 	The duration of the files delivered outside of either of the above
requirements will be charged against the System Availability service
level. If a file is delivered within both of the above requirements;
it shall not be charged against the System Availability service
level.







	 	 	 	US & Macau File Delivery Windows:






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Time	 	 	 	Delivery
	File	 	Destination	 	Day 1 (T+1)	 	Frequency	 	 Day
	Outgoing Files

	 	Associations
	 	[***]
	 	Sun – Fri
	 	T+1
	 
	 	 	 	 	 	 	 	 
	Daily Detail File

	 	GCA
	 	[***]
	 	Sun – Fri
	 	T+1
	 
	 	 	 	 	 	 	 	 
	MRT Reject File

	 	GCA
	 	[***]
	 	Sun – Fri
	 	T+1
	 
	 	 	 	 	 	 	 	 
	Card Associations Reports

	 	GCA
	 	[***]
	 	Sun – Fri
	 	T+1
	 
	 	 	 	 	 	 	 	 
	Chargeback and Retrieval
File

	 	GCA
	 	[***]
	 	Sun – Fri
	 	T+1
	 
	 	 	 	 	 	 	 	 
	Daily RMS File

	 	GCA
	 	[***]
	 	Mon – Sat
	 	T+1
	 
	 	 	 	 	 	 	 	 
	Monthly RMS File

	 	GCA
	 	[***]
	 	Last business day
of the month + 2
business days
	 	N/A








	 	 	 
	T = 	 	Transaction Day (3:00PM PST — 2:59 PM PST)

	 
	T+1 =	 	 Transaction Today, Reports Tomorrow.

	 
	***	 	file reflects transaction activity in the immediately preceding
Transaction Day (T)




 


 









 










	 	 	 	Canada, LAC, Barclays File Delivery Windows:






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Time	 	 	 	 
	 	 	 	 	Day 1	 	 	 	Delivery
	File	 	Destination	 	(T+1)	 	Frequency	 	Day
	Batch Authorization File

+

Capture File

	 	FDMS

Barclays
	 	[***]
	 	Sun – Fri
	 	T+1








	 	 	 
	T =	 	 Transaction Day (3:00PM PST — 2:59 PM PST)






	 	2.2.2	 	No Errors: [***] of settlement and capture files in each
calendar month will be delivered without errors.

	 
	 	2.2.3	 	Reports: All settlement and capture reports will be delivered
to Company by [***] on the next business day in which such reports are received
by TSYS.






 


 









 





	 	2.3	 	System Error Response and Resolution Time






TSYS’ response and resolution times shall not exceed the following:




	 	 	 	 	 
	Type of Issue	 	Maximum Response Time	 	Maximum Resolution Time
	Severity 1 System 

Error

	 	Acknowledged and
responded to within
thirty (30) minutes
from report.
	 	TSYS will resolve any
Severity 1 System
Error(s) per the
following schedule:
	 
	 	 	 	 
	 

	 	 	 	Requirements:
	 

	 	 	 	- [***] shall be
resolved within [***]
hours.
	 

	 	 	 	- [***] shall be
resolved within [***]
hours.
	 

	 	 	 	- TSYS’ will provide
COMPANY with (i)
identification of the
impact and description
of the workarounds and
monitoring put in place
by TSYS regarding the
System Error within 48
hours of resolution and
(ii) a full root cause
analysis and
remediation plan within
ten (10) business days
of resolution.
	 
	 	 	 	 
	 

	 	 	 	The duration of
Severity 1 System
Errors solved outside
of either of the
resolution requirements
above will be charged
against the System
Availability service
level. If a Severity 1
System Error is
resolved within both of
the above hourly
timeframes; it shall
not be charged against
the System Availability
service level.
	 
	 	 	 	 
	Severity 2 System 

Error

	 	Acknowledged and
responded to within
one (1) hour from
report.
	 	TSYS will resolve any
Severity 2 System
Error(s) per the
following schedule:
	 
	 	 	 	 
	 

	 	 	 	Requirements:
	 

	 	 	 	- [***] shall be
resolved within [***]
hours.
	 

	 	 	 	- [***] shall be
resolved within [***]
hours.
	 

	 	 	 	- TSYS’ will provide
COMPANY with (i)
identification of the
impact and description
of the workarounds and
monitoring put in place
by TSYS regarding the
System Error within 48
hours of resolution and
(ii) a full root cause
analysis and
remediation plan within
ten (10) business days
of resolution.
	 
	 	 	 	 
	 

	 	 	 	The duration of
Severity 2 System
Errors solved outside
of either of the
resolution requirements
above will be charged
against the System
Availability service
level. If a Severity 2
System Error is
resolved within both of
the above hourly
timeframes; it shall
not be charged against
the System Availability
service level.
	 
	 	 	 	 
	Severity 3 System 

Error

	 	Acknowledged and
responded to within
two (2) business
days from report.
	 	The System Error will
be corrected and made
available for testing
by COMPANY within
[***].
	 
	 	 	 	 
	Severity 4 System 

Error

	 	Acknowledged and
responded to within
five (5) business
days from report.
	 	The System Error will
be corrected with
[***].
	 
	 	 	 	 
	Severity 5 System 

Error

	 	Acknowledged and
responded to within
ten (10) business
days from report.
	 	The System Error will
be corrected with [***]






 


 









 






	 	2.4	 	Customer Service 

	 
	 	 	 	TSYS shall exercise commercially reasonable efforts in providing customer service.
Without limitation of the foregoing, and unless another service level is specified
herein (e.g. response to System Error reports), TSYS shall respond to all telephonic
or written inquiries regarding general customer service matters within [***].

	 
	 	2.5	 	Support Calls

	 
	 	 	 	With respect to technical/operational support calls to TSYS:







	 	2.5.1	 	Average speed of answer — [***].

	 
	 	2.5.2	 	Abandoned rate — equal to or less than [***] of all calls







	 	2.6.	 	System Availability







	 	2.6.1	 	System Availability Definitions

	 
	 	 	 	“Monthly Minutes” shall be the total continuous minutes from 00:00 hours ET
on the first day of each month to 24:00 hours ET on the last day of each
month.

	 
	 	 	 	“Uptime Minutes” shall be the total Monthly Minutes in which there is System
Availability. For the avoidance of doubt, scheduled outages will be
subtracted from the Uptime Minute count (i.e. counted against System
Availability).

	 
	 	2.6.2	 	System Availability Service Level

	 
	 	 	 	[***] System Availability on a monthly basis shall be [***] calculated by
dividing the total Uptime Minutes taken from the logs by the total Monthly
Minutes for the applicable calendar month.

	 
	 	2.6.3	 	System Availability Credit

	 
	 	 	 	[***], TSYS will provide an invoice credit to COMPANY equal to [***].

	 
	 		 	* For clarification purposes, the amount of the invoice credit shall be
calculated by multiplying the above [***].







	 	2.7.	 	Transaction Processing Timeliness

	 
	 	 	 	Round-trip authorization transaction processing time (request +
response messages) in/out of the TSYS System — which means (i) the
time between receipt of an authorization request by the TSYS System
(e.g. the front end systems/software of Infonox) until such
authorization request leaves the TSYS System to be switched to the
applicable card issuer and (ii) the time between receipt of the
authorization response by the TSYS System from the applicable card
issuer until such authorization response leaves the TSYS System to
the applicable COMPANY Terminal (the “TSYS Response Time”) — shall
be within [***]. The TSYS Response Time shall be measured only if
and when [***]. Failure of the measured TSYS Response Time to meet
the foregoing requirement shall be considered a Severity 1 System
Error.

	 
	 	2.8.	 	Termination for Failure to Meet Service Level

	 
	 	 	 	COMPANY may elect to terminate this Agreement in the event of any of the following
(herein after referred to as “Termination Events”):

	 
	 		 	i. Commencing on [***] and thereafter, TSYS fails to meet one of the above service
levels [***];





 


 









 





	 		 	or

	 
	 		 	ii. The System Availability in any calendar month is less than [***].

	 
	 	 	 	Should one of the above Termination Events occur, and COMPANY elects to terminate
this Agreement, COMPANY shall be required to provide TSYS with notification of its
termination within ninety (90) days of such Termination Event.






3. Other/General Obligations





	 	3.1	 	Support: TSYS shall provide COMPANY with telephone support twenty-four
(24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per
year (plus an additional day in each leap year), including for the reporting of System
Errors. TSYS shall acknowledge each reported System Error via telephone and/or
electronic mail to COMPANY in accordance with the service levels provided herein and
shall provide COMPANY with the applicable level of support services consistent with the
severity of the System Error in accordance with the correction times and other terms
set forth herein.







	 	3.2	 	Processing: Without limitation of other or more specific obligations
and commitments hereunder, TSYS shall exercise industry standard care in processing and
completing merchant and acquirer transactions, authorization requests and correcting
any error or omissions.







	 	3.3	 	Scheduled Outages/Routine Maintenance: Scheduled outages and routine
maintenance shall not exceed [***] and shall be scheduled and conducted between the
hours from [***]. TSYS will not conduct any scheduled outage or routine maintenance
during any other timeframe without written approval from COMPANY, which must be
obtained on a case-by-case basis. TSYS shall use commercially reasonable efforts to
provide COMPANY with at least 72 hours advance notice of any scheduled outage or
routine maintenance.







	 	3.4	 	Service and Resource Monitoring: Monitoring, reporting and alerting of events
and resources will be conducted by TSYS systems/ personnel. TSYS shall collect
performance data and each of the service levels in this Exhibit C shall be measured and
computed as it reasonably determines. Any rounding in the calculations should be to
the nearest one tenth of one percent. TSYS shall deliver monthly reports to COMPANY,
in a format reasonably requested by COMPANY, detailing performance against service
levels in this Exhibit C.







	 	3.5	 	Data Accuracy: Data anomalies discovered by TSYS will be immediately
reported to COMPANY business process owners and technical executives. Activation of a
security incident response team and notification to COMPANY and TSYS executive
management is required if data integrity is questioned and attributed to malicious
intent, whether realized or perceived.





 


 









 










Exhibit D




Current Affiliates of Company




Global Cash Access Holdings, Inc.




Global Cash Access (Canada) Inc.




Central Credit, LLC




Innovative Funds Transfer, LLC




Game Financial Caribbean N.V.




Global Cash Access (Panama), Inc.




Cash Systems, Inc.




Arriva Card, Inc.




Global
Cash Access (UK) Ltd.




Global
Cash Access (SA), Ltd.




Global
Cash Access (Belize) Ltd.




G.C.A. Incorporated




Global Cash Access (BVI), Inc.




Global Cash Access Switzerland, AG




Global Cash Access (HK) Ltd.




GCA (Macau), S.A.




Global Cash Access (Belgium), S.A.