PROCESSING SERVICES AGREEMENT

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.

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 (15 ^th ) day (or the following business day if the fifteenth (15 ^th ) 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 complian