Item 1.01. Entry into a Material Definitive Agreement.
On August 21, 2009, Global Cash Access, Inc. ("GCA"), a wholly-owned subsidiary
of Global Cash Access Holdings, Inc., entered into a Processing Services
Agreement (the "Processing Agreement") with TSYS Acquiring Solutions, L.L.C.
("TSYS").
Pursuant to the Processing Agreement, TSYS is to provide GCA with transaction
processing services that are necessary for GCA to consummate automated teller
machine cash withdrawal, credit card cash advance, and point-of-sale debit card
transactions for patrons of GCA's gaming establishment customers using GCA's
products and services. The processing services include card and merchant
authorization services and merchant accounting and clearing services. TSYS is to
provide the processing services with respect to transactions in the United
States and several foreign jurisdictions.
The Processing Agreement was entered into in connection with GCA's transition
from using processing services provided by USA Payment Systems to processing
services provided by TSYS. Upon the completion of such transition, GCA will no
longer use processing services provided by USA Payment Systems. Pursuant to the
Processing Agreement, TSYS is to provide GCA with various development,
implementation and conversion services to facilitate the transition.
Among other fees payable by GCA to TSYS in consideration of TSYS providing
processing services pursuant to the Processing Agreement, GCA is to pay TSYS
certain fees on a per transaction basis, which in some circumstances depend upon
transaction volumes.
The Processing Agreement contains confidentiality obligations of both GCA and
TSYS (including certain obligations required to comply with applicable consumer
privacy laws), indemnification obligations of both GCA and TSYS, and obligations
of TYS to satisfy certain service levels in its provision of processing
services. Subject to certain qualifications, TSYS has agreed to refrain from
providing processing services to any other provider of cash access services to
patrons of gaming establishments during the term of the Processing Agreement.
The Processing Agreement was made effective as of July 1, 2009 and has an
initial term of four years. Subject to various rights of GCA or TSYS to
terminate the Processing Agreement earlier, upon the expiration of the initial
term the Processing Agreement automatically renews for successive one-year terms
until either party provides at least 180 days prior notice of termination. The
Processing Agreement obligates TSYS to provide certain services and cooperation
in connection with GCA's transition to a successor.
The foregoing description of the Processing Agreement is qualified in its
entirety by reference to the Processing Agreement, which is attached as
Exhibit 10.1 hereto and incorporated herein by reference.
On August 21, 2009, GCA, TSYS and Infonox on the Web ("Infonox") entered into an
Amendment to Professional Services Agreement, Amended and Restated Software
License Agreement, and Transending Services Agreement (the "Infonox Amendment")
which amended the terms of that certain Professional Services Agreement,
effective as of March 10, 2004, by and between GCA and Infonox (the "Infonox
Services Agreement"), and the terms of that certain Amended and Restated
Software License Agreement, effective as of March 10, 2004, by and between GCA
and Infonox (the "Infonox License Agreement").
Among other amendments, the Infonox Amendment revised the amount of certain fees
payable by GCA to Infonox pursuant to the Infonox Services Agreement. Pursuant
to the Infonox Amendment, TSYS guaranteed Infonox's payment of certain
obligations pursuant to the Infonox Services Agreement and the Infonox License
Agreement.
The foregoing description of the Infonox Amendment is qualified in its entirety
by reference to the Infonox Amendment, which is attached as Exhibit 10.2 hereto
and incorporated herein by reference.
Item 8.01. Other Events.
On August 21, 2009, Global Cash Access Holdings, Inc. issued a press release
announcing the execution of the Processing Agreement. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Document
10.1 Processing Services Agreement, dated as of August 21, 2009,
between Global Cash Access, Inc., and TSYS Acquiring
Solutions, L.L.C. effective July 1, 2009.
10.2 Amendment to Professional Services Agreement, Amended and
Restated Software License Agreement, and Transending Services
Agreement, dated as of August 21, 2009, between Global Cash
Access, Inc., Infonox on the Web and TSYS Acquiring
Solutions, L.L.C.
99.1 Press Release announcing the execution of the Processing
Services Agreement, dated as of August 21, 2009, between
Global Cash Access, Inc., and TSYS Acquiring Solutions,
L.L.C. effective July 1, 2009.
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