Exhibit 10.2
CONSENT AND WAIVER
to Senior Credit Agreement
This Consent and
Waiver (this “ Waiver ”) is made as of
April 11, 2005, by and among GLOBAL CASH ACCESS HOLDINGS,
INC., a Delaware corporation formerly known as GCA Holdings,
L.L.C., a Delaware limited liability company (“
Holdings ”), GLOBAL CASH ACCESS, INC., a Delaware
corporation formerly known as Global Cash Access, L.L.C., a
Delaware limited liability company (the “ Borrower
”), the banks and other financial institutions signatories
hereto, BANK OF AMERICA, N.A., as the Administrative Agent (the
“ Administrative Agent ”) and is in connection
with that certain Credit Agreement, dated as of March 10,
2004, as amended by that certain Amendment No. 1, dated as of
April 27, 2004 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “
Credit Agreement ”), among Holdings the Borrower, the
several banks and other financial institutions party thereto (the
“ Lenders ”) and the Administrative Agent.
Capitalized terms used herein but not defined herein, shall have
the meaning assigned to such terms in the Credit
Agreement.
WHEREAS, Kirk
Sanford, the President and Chief Executive Officer of the Borrower
(“ Mr. Sanford ”), currently holds an
approximately 1% ownership interest in M&C International, a
Nevada corporation (“ M&C ”), which owns
40.01% of the Equity Interests of Holdings.
WHEREAS, in
connection with the transactions contemplated by the Redemption
Agreement, dated as of March 21, 2005, by and between M&C,
Mr. Sanford, and, solely with respect to Section 2
therein, Karim Maskatiya and Robert Cucinotta,
Mr. Sanford’s approximately 1% ownership interest in
M&C shall be redeemed for an amount of cash plus approximately
0.40% of the common Equity Interests of Holdings (the “
Redemption Transaction ”).
WHEREAS, in
connection with the transactions contemplated by the Advisory
Services Payment Agreement, dated as of March 22, 2005, by and
between M&C and Mr. Sanford, Mr. Sanford shall
receive a payment of an amount of cash plus an additional
approximately 0.80% of the common Equity Interests of Holdings
(together with the Redemption Transaction, the “ Kirk
Sanford Transaction ”).
WHEREAS, Holdings
and the Borrower have requested that the Administrative Agent and
the Required Lenders waive the requirements contained in clause
(i)(B) of the definition of Change of Control in the Credit
Agreement, together with the related Events of Default under the
Credit Agreement that may result from the Kirk Sanford
Transaction.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Consent and Waiver . Holdings and the Borrower hereby
request and, subject to the terms and conditions contained herein,
the Administrative Agent and the Required Lenders hereby waive the
requirements contained clause (i)(B) of the definition of Change of
Control in the Credit Agreement insofar as such clause would be
breached by the Kirk Sanford Transaction
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