Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on October 23, 2015
Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

Form S-4
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EVERI PAYMENTS INC.
 (as Issuer)
(Exact name of registrant as specified in its charter)

Delaware 
(State or other jurisdiction of
incorporation or organization)	 	6199 
(Primary Standard Industrial
Classification Code Number)	 	94-3309549 
(I.R.S. Employer
Identification Number)	
EVERI HOLDINGS INC.
 (as guarantor)
(Exact name of registrant as specified in its charter)
 and
the Additional Registrants Listed on Schedule A below

Delaware 
(State or other jurisdiction of
incorporation or organization)	 	6199 
(Primary Standard Industrial
Classification Code Number)	 	20-0723270 
(I.R.S. Employer
Identification Number)	
7250 S. Tenaya Way, Suite 100
Las Vegas, NV 89113
(800) 833-7110 
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Juliet A. Lim
Executive Vice President Payments, General Counsel and Secretary
Michael J. Stein
Senior Vice President, Deputy General Counsel
Everi Holdings Inc.
7250 S. Tenaya Way, Suite 100
Las Vegas, NV 89113
(800) 833-7110 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
David P. Lewis, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
(480) 606-5100
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.
           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o
           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

							
Large accelerated filer  o	 	Accelerated filer  ý	 	Non-accelerated filer  o
 (Do not check if a
smaller reporting company)	 	Smaller reporting company  o	
           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
           Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)     o
           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)     o

 	
Title of each class of securities
to be registered	 	Amount to be
registered	 	Proposed maximum
offering price per
unit(1)	 	Proposed maximum
aggregate offering
price(1)	 	Amount of
registration fee	
 	
10.0% Senior Unsecured Notes Due 2022	 	$350,000,000	 	100%	 	$350,000,000	 	$35,245	
 	
Guarantees of 10.0% Senior Unsecured Notes Due 2022(2)	 	—	 	—	 	—	 	—(3)	
 	
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2)
See Schedule A to this cover page for a list of additional registrants, including the guarantors.

(3)
Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.
            The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

 SCHEDULE A
Additional Registrants

													
Exact Name of Additional
Registrant as Specified in its
Charter 	 	State or Other
Jurisdiction of
Incorporation or
Organization	 	Primary
Standard
Industrial
Classification
Code
Number	 	I.R.S. Employer
Identification
Number	 	Address, including Zip Code, and
Telephone Number, including Area
Code, of Additional Registrant's
Principal Executive Offices	 	
Central Credit, LLC	 	Delaware	 	 	6199	 	 	88-0431550	 	 	 	(1)	
GCA MTL, LLC	 	Delaware	 	 	6199	 	 	46-4108114	 	 	 	(1)	
Everi Games Holding Inc.
(formerly known as Multimedia Games Holding Company, Inc.)	 	Texas	 	 	7900	 	 	74-2611034	 	 	 	(1)	
Everi Games Inc.
(formerly known as Multimedia Games, Inc.)	 	Delaware	 	 	7900	 	 	73-1441316	 	 	 	(1)	
MGAM Technologies, LLC	 	Delaware	 	 	7900	 	 	45-3939521	 	 	 	(1)	

(1)
7250 S. Tenaya Way, Suite 100, Las Vegas, NV 89113, Telephone: (800) 833-7110.

Table of Contents
The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 23, 2015
PRELIMINARY PROSPECTUS

EVERI PAYMENTS INC.
 (formerly known as Global Cash Access, Inc.)
(as Issuer)
EVERI HOLDINGS INC.
 (formerly known as Global Cash Access Holdings, Inc.)
(as guarantor)
Exchange Offer for
$350,000,000 10.00% Senior Unsecured Notes due 2022

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the "exchange offer"), to exchange up to $350,000,000 aggregate principal amount of our 10.00% Senior Unsecured Notes due 2022, and the guarantees thereof, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), which we refer to as the "exchange notes," for an equal aggregate principal amount of our currently outstanding 10.00% Senior Unsecured Notes due 2022, and the guarantees thereof, that were issued on December 19, 2014, which we refer to as the "old notes." We refer to the old notes and the exchange notes collectively as the "unsecured notes."
         THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                    , 2015, UNLESS EXTENDED.
         The material terms of the exchange offer are summarized below and are more fully described in this prospectus.

 MATERIAL TERMS OF THE EXCHANGE OFFER
•
The terms of the exchange notes are substantially identical to those of the old notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and rights to additional interest applicable to the old notes do not apply to the exchange notes. 

•
We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. 

•
You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. 

•
We will not receive any proceeds from the exchange offer. 

•
The exchange of old notes for exchange notes should not be a taxable event for U.S. federal income tax purposes. 

•
There is no public market for the exchange notes. We have not applied, and do not intend to apply, for listing of the exchange notes on any national securities exchange or automated quotation system.
         See "Risk Factors" beginning on page 12 of this prospectus for a discussion of certain risks that you should consider carefully before participating in the exchange offer.
        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as amended or supplemented, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes that were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."
         None of the U.S. Securities and Exchange Commission, any state securities commission, the Mississippi Gaming Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission, the National Indian Gaming Commission or any other gaming authority or other regulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2015

Table of Contents

 TABLE OF CONTENTS

					
 	 	Page	 	
WHERE YOU CAN FIND MORE INFORMATION	 	 	ii	 	
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	 	 	ii	 	
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	 	 	iii	 	
SUMMARY	 	 	1	 	
RATIO OF EARNINGS TO FIXED CHARGES	 	 	11	 	
RISK FACTORS	 	 	12	 	
USE OF PROCEEDS	 	 	22	 	
CAPITALIZATION	 	 	23	 	
DESCRIPTION OF EXISTING INDEBTEDNESS	 	 	24	 	
THE EXCHANGE OFFER	 	 	29	 	
DESCRIPTION OF EXCHANGE NOTES	 	 	38	 	
BOOK-ENTRY, DELIVERY AND FORM	 	 	85	 	
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	 	 	88	 	
PLAN OF DISTRIBUTION	 	 	89	 	
LEGAL MATTERS	 	 	89	 	
EXPERTS	 	 	89	 	

         We have not authorized anyone to give you any information or to make any representations about us or the exchange offer other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the U.S. Securities and Exchange Commission, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.
         This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. You may obtain information incorporated by reference, at no cost, by writing or telephoning to the address and telephone set forth below. We will provide, without charge, upon written or oral request, copies of any or all of the documents incorporated by reference into this prospectus (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference therein). You should direct requests for documents to:
Everi Holdings Inc.
7250 S. Tenaya Way, Suite 100
Las Vegas, NV 89113
Attention: Investor Relations
Phone: (800) 833-7110
In order to obtain timely delivery of any copies of filings requested, please write or call us no later than                    , 2015, which is five business days before the expiration date of the exchange offer. See "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" beginning on page ii.
i

Table of Contents

 BASIS OF PRESENTATION
        Unless the context indicates otherwise, references to "Holdings," "we," "our" and "us" mean Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) and its subsidiaries on a consolidated basis and references to the "Company" or the "Issuer" mean Everi Payments Inc. (formerly known as Global Cash Access, Inc.), a wholly owned subsidiary of Holdings.

 WHERE YOU CAN FIND MORE INFORMATION
        Holdings files annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also filed with the SEC a registration statement on Form S-4, which you can access on the SEC's Internet site at http://www.sec.gov, to register the exchange notes. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and the exchange notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any materials we file with the SEC at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may also obtain certain of these documents on our Internet site at http://www.everi.com. Our web site and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
        This prospectus incorporates by reference important business and financial information about our company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus that is modified or superseded by subsequently filed materials shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents set forth below that we have previously filed with the SEC, including all exhibits thereto, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement and on or after the date of this prospectus and prior to the termination of the exchange offer (excluding any Current Reports on Form 8-K, or portions thereof, to the extent disclosure is furnished and not filed, except as otherwise provided herein):
•
our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 16, 2015 (including the portions of our Definitive Proxy Statement on Schedule 14A incorporated by reference therein) (excluding Items 1, 7 and 8 thereof, which, for the purposes of this prospectus, are superceded by the comparable Items included in Exhibits 99.1, 99.4 and 99.5 to our Current Report on Form 8-K filed with the SEC on October 23, 2015); 

•
our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 8, 2015, and for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015 (excluding Item 1 thereof, which, for the purposes of this prospectus, is superceded by Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on October 23, 2015); and 

•
our Current Reports on Form 8-K (or amendments thereto) filed with the SEC on January 22, 2015, February 27, 2015, March 5, 2015, March 23, 2015, April 15, 2015, April 27, 2015 (Exhibit 99.3 only), July 1, 2015, August 14, 2015, September 18, 2015, and October 23, 2015.
ii

Table of Contents
        You can obtain any of the documents incorporated by reference into this prospectus from the SEC's web site at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning to the address and telephone set forth on page i of this prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have been specifically incorporated by reference in this prospectus.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
        Our disclosure and analysis in this prospectus, including all documents incorporated by reference, contain "forward-looking" statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "believe," "expect," "intend," "estimate," "project," "may," "should," "will," "likely," "will continue," "future," "plan," "target," "goal," "observe," "seek," "strategy" and other words and terms of similar meaning. The forward-looking statements in this prospectus reflect our current views with respect to future events and financial performance.
        Forward-looking statements include, but are not limited to, statements regarding the following matters: trends in gaming establishment and patron usage of our products; benefits of the Merger (defined herein), including potential synergies; benefits realized by using our products and services; product development and regulatory approval; gaming regulatory, card association and statutory compliance; the implementation of new or amended card association and payment network rules; consumer collection activities; future competition; future tax liabilities; international expansion; resolution of litigation; dividend policy; new customer contracts and contract renewals; preliminary and future financial information and operating data; future interest rates and interest expense; future borrowings; and future equity incentive activity and compensation expense.
        Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to certain risks and uncertainties, many of which are beyond our control. The following factors, among others, could cause actual results to differ materially from those expressed or implied in the forward looking statements:
•
integrating the businesses of Holdings and Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) ("Everi Games") may be more difficult and take longer than expected; 

•
anticipated cost and operating synergies may not be achieved or may take longer than planned to achieve; 

•
we may be unable to execute our business strategy; 

•
general economic and business conditions may change; 

•
our ability to replace revenue associated with terminated contracts; 

•
margin degradation from contract renewals; 

•
our ability to introduce new products and services; 

•
our ability to execute on mergers, acquisitions and/or strategic alliances; 

•
gaming establishment and patron preferences;
iii

Table of Contents
•
our ability to successfully complete the conversion of our third-party processor; 

•
our ability to comply with the Europay, MasterCard and Visa global standard for cards equipped with computer chips; 

•
national and international economic conditions; 

•
changes in gaming regulatory, card association and statutory requirements; 

•
regulatory and licensing difficulties; 

•
competitive pressures; 

•
operational limitations; 

•
gaming market contraction; 

•
changes to tax laws; 

•
uncertainty of litigation outcomes; 

•
interest rate fluctuations; 

•
inaccuracies in underlying operating assumptions; 

•
unanticipated expenses or capital needs; 

•
technological obsolescence; 

•
employee turnover; and 

•
the risks, uncertainties and other factors relating to indebtedness generally and the unsecured notes in particular, as discussed further under "Risk Factors—Risks Related to Our Indebtedness and the Exchange Notes" and "Risk Factors—Risks Related to the Exchange Offer."
        In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this prospectus will in fact transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described herein and in the section of this prospectus entitled "Risk Factors," and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.
        We undertake no obligation to update or publicly revise any forward-looking statement whether as a result of new information, future developments or otherwise. All subsequent written or oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures we make on related subjects in our reports and other filings with the SEC.
iv

Table of Contents

 SUMMARY
         The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. You should read the entire prospectus carefully, paying particular attention to the matters discussed under the caption "Risk Factors," as well as the information incorporated by reference (including our consolidated financial statements and accompanying notes) and complete your own examination of us and the terms of the exchange offer and the exchange notes before making an investment decision.
 Overview
        We are a global provider of integrated gaming payments solutions, video and mechanical reel gaming content and technology solutions, as well as compliance and efficiency software. Our Games business, under the Everi Games brand, provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award-winning TournEvent ® slot tournament solution; and (b) the central determinant system for the video lottery terminals installed at racetracks in the State of New York. Our Payments business provides: (i) access to cash at gaming facilities via Automated Teller Machine ("ATM") cash withdrawals, credit card cash access transactions, point-of-sale debit card transactions, and check verification and warranty services; (ii) fully integrated gaming industry kiosks that provide cash access and related services; (iii) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (iv) compliance, audit and data solutions; and (v) online payment processing solutions for gaming operators in states that offer intra-state, Internet-based gaming and lottery activities.
 The Merger and Related Financing Transactions
        On December 19, 2014, we completed the acquisition of Everi Games for approximately $1.2 billion in cash (the "Merger"). The acquisition was effected through the merger of a wholly owned subsidiary of Holdings with and into Everi Games, with Everi Games continuing after the Merger as the surviving corporation and as a wholly owned subsidiary of Holdings. We believe that the combination of the two companies has created a leading provider of cash access and gaming floor solutions that drive and enhance the revenue and profitability of our gaming establishment customers.
        Concurrently with the closing of the Merger, the Company issued $350.0 million aggregate principal amount of 7.75% Senior Secured Notes Due 2021 (the "old secured notes") and $350.0 million aggregate principal amount of the old notes. In addition, the Company entered into a $50.0 million, five year senior secured revolving credit facility and a $500.0 million, six year senior secured term loan (together, the "Credit Facilities"). The net proceeds of the offering of the old secured notes and the old notes, together with borrowings under the Credit Facilities and cash on hand, were used to pay the consideration in connection with the Merger, repay Holdings' and Everi Games' existing debt, and pay the fees and expenses relating to the Merger and the financing transactions.
 Old Secured Notes Redemption
        In February 2015, we repurchased and retired $15.0 million in aggregate principal amount of the old secured notes with the proceeds of a settlement agreement related to an outstanding litigation matter.
        On April 15, 2015, the Company issued $335.0 million aggregate principal amount of new 7.25% senior secured notes due 2021 (the "new secured notes"). The proceeds from the issuance of the new secured notes were used to redeem, in full, the outstanding old secured notes from affiliates of Merrill
 
1

Table of Contents

Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as the initial purchasers. See "Description of Existing Indebtedness—New Secured Notes."
 Corporate Information
        Holdings' headquarters are located at 7250 S. Tenaya Way, Suite 100, Las Vegas, NV 89113, and its telephone number is (800) 833-7110. For more information regarding Holdings, see "Where You Can Find More Information" on page ii.
 
2

Table of Contents

 The Exchange Offer
         The following is a brief summary of certain material terms of the exchange offer. For a more complete description of the terms of the exchange offer, see "The Exchange Offer" in this prospectus .

			
Background	 	On December 19, 2014, the Company issued $350.0 million aggregate principal amount of its 7.75% Senior Secured Notes Due 2021, or the old secured notes, and $350.0 million aggregate principal amount of its 10.00% Senior Unsecured Notes due 2022, or the old notes, in each case to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as the initial purchasers, in a transaction exempt from the registration requirements of the Securities Act. The Company subsequently redeemed the old secured notes with the proceeds from the issuance of the new secured notes. Thereafter, the initial purchasers subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. Because the old notes were sold in reliance on exemptions from registration, they are subject to transfer restrictions.	
	 	In connection with the issuance of the old notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed, among other things, to register the exchange notes and to deliver this prospectus and to complete an exchange offer for the old notes. We are not required to effect an exchange offer for the new secured notes.	
The Exchange Offer	 	We are offering to exchange up to $350.0 million aggregate principal amount of our 10.00% Senior Unsecured Notes due 2022, or the exchange notes, for an equal aggregate principal amount of old notes. The terms of the exchange notes are identical in all material respects to the terms of the old notes, except that the exchange notes have been registered under the Securities Act and do not contain transfer restrictions, registration rights or additional interest provisions. You should read the discussion set forth under "Description of Exchange Notes" for further information regarding the exchange notes. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. We will issue and deliver the exchange notes promptly after the expiration of the exchange offer.	

3

Table of Contents

			
Resale of Exchange Notes	 	Based on interpretations by the Staff of the SEC, as detailed in a series of no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:	
	 	•
you, or the person or entity receiving the exchange notes, acquires the exchange notes in the ordinary course of business;	
	 	•
neither you nor any such person or entity receiving the exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;	
	 	•
neither you nor any such person or entity receiving the exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;	
	 	•
neither you nor any such person or entity receiving the exchange notes is an "affiliate" of Holdings, as that term is defined in Rule 405 under the Securities Act;	
	 	•
neither you nor any such person or entity receiving the exchange notes is prohibited by any law or policy of the SEC from participating in the exchange offer; and	
	 	•
you are not acting on behalf of any person or entity that could not truthfully make these representations.	
	 	If you are a broker-dealer and you will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers. Any holder of old notes, including any broker dealer who:	
	 	•
is our affiliate;	
	 	•
does not acquire the exchange notes in the ordinary course of business; or	
	 	•
tenders in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of the exchange notes, cannot rely on the position the Staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.	

4

Table of Contents

			
	 	We have not submitted a no-action letter to the SEC and there can be no assurance that the SEC would make a similar determination with respect to the exchange offer. If you do not meet the conditions described above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes. If you fail to comply with these requirements you may incur liabilities under the Securities Act, and we will not indemnify you for such liabilities.	
Expiration Date	 	5:00 p.m., New York City time, on                    , 2015, unless, in our sole discretion, we extend or terminate the exchange offer.	
Guaranteed Delivery Procedures	 	If you wish to tender your old notes and your old notes are not immediately available, or you cannot deliver your old notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under The Depository Trust Company's ("DTC") Automated Tender Offer Program ("ATOP") for transfer of book-entry interests prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."	
Acceptance of Old Notes and Delivery of Exchange Notes	 	Subject to customary conditions, we will accept outstanding old notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.	
Withdrawal Rights	 	You may withdraw tendered old notes at any time prior to 5:00 p.m., New York City time, on the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."	
Conditions to the Exchange Offer	 	The exchange offer is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."	

5

Table of Contents

			
Procedures for Tendering Old Notes	 	If you wish to participate in the exchange offer, you must follow the procedures established by DTC for tendering unregistered notes held in book-entry form. These procedures require that (i) the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an "Agent's Message" that is transmitted through DTC's ATOP, and (ii) DTC confirms that:	
	 	•
DTC has received your instructions to exchange your unregistered notes; and	
	 	•
you agree to be bound by the terms of the letter of transmittal	
	 	For more information on tendering your unregistered notes, please refer to the section in this prospectus entitled "The Exchange Offer—Procedures for Tendering Old Notes."	
Consequences of Failure to Exchange	 	Any old notes not accepted for exchange for any reason will be credited to an account maintained at DTC promptly after the expiration or termination of the exchange offer. Old notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. We will have no further obligation, except under limited circumstances, to provide for registration under the Securities Act of the old notes. The liquidity of the old notes could be adversely affected by the exchange offer. See "Risk Factors—Risks Related to the Exchange Offer—If you do not properly tender your old notes, your ability to transfer such outstanding notes will be adversely affected."	
Taxation	 	The exchange of old notes for exchange notes by tendering holders should not be a taxable event for U.S. federal income tax purposes. For more details, see "Material U.S. Federal Income Tax Consequences."	
Use of Proceeds	 	We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. For more details, see "Use of Proceeds."	
Exchange Agent	 	Deutsche Bank Trust Company Americas is serving as the exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent are listed under "The Exchange Offer—Exchange Agent."	
Risk Factors	 	An investment in the exchange notes involves substantial risk. See "Risk Factors" for a description of certain of the risks you should consider before investing in the exchange notes.	
 
6

Table of Contents

 Terms of the Exchange Notes
         The following is a brief summary of certain material terms of the exchange notes. For more complete information about the exchange notes, see "Description of Exchange Notes" in this prospectus.

			
Issuer	 	Everi Payments Inc. (formerly known as Global Cash Access, Inc.)	
Notes Offered	 	$350.0 million in aggregate principal amount of 10.00% Senior Unsecured Notes due 2022.	
Maturity Date	 	January 15, 2022.	
Interest Rate	 	The exchange notes will accrue interest from December 19, 2014 (or the most recent interest payment date prior to the issuance of the exchange notes) at the rate of 10.00% per year.	
Interest Payment Dates	 	Interest on the exchange notes will be payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2015.	
Guarantees	 	The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis, by Holdings and each of its domestic restricted subsidiaries that is a guarantor of the old notes.	
Ranking	 	The exchange notes and the related guarantees will be our and the guarantors', respectively, senior unsecured obligations and will rank equally in right of payment to all present and future senior indebtedness and senior in right of payment to all present and future subordinated indebtedness. The exchange notes will be effectively subordinated in right of payment to any of our and the guarantors' secured indebtedness (to the extent of the value of the assets securing such indebtedness), including the obligations under the Credit Facilities and the new secured notes, and structurally subordinated to all existing and future indebtedness and obligations of any non-guarantor subsidiaries. The exchange notes and the guarantees will be unsecured senior indebtedness.	
	 	As of June 30, 2015, we had approximately $830.0 million of secured debt outstanding. In addition, as of June 30, 2015, we had $50.0 million of availability under the Credit Facilities.	

7

Table of Contents

			
	 	As of June 30, 2015, our non-guarantor subsidiaries had an aggregate of approximately $15.9 million of total liabilities, all of which are structurally senior to the exchange notes and the related guarantees.	
	 	For the quarterly period ended June 30, 2015, our non-guarantor subsidiaries accounted for 2.4% of our net sales and 2.9% of our total Adjusted EBITDA. As of June 30, 2015, our non-guarantor subsidiaries accounted for approximately 1.7% of our total consolidated assets.	
Optional Redemption	 	We will have the option to redeem some or all of the exchange notes at any time on or after January 15, 2018, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to the date of redemption. We will also have the option to redeem some or all of the exchange notes at any time before January 15, 2018 at a redemption price of 100% of the principal amount of the exchange notes to be redeemed, plus a "make whole" premium and accrued and unpaid interest, if any, to the date of redemption.	
	 	In addition, at any time before January 15, 2018, we may redeem up to 35% of the aggregate principal amount of the exchange notes at a redemption price of 110% of the principal amount of the exchange notes with the proceeds from certain equity issuances plus accrued and unpaid interest, if any, to the date of redemption. See "Description of Exchange Notes—Optional Redemption."	
Gaming Redemption	 	We may be required to redeem a holder's exchange notes following certain determinations by applicable gaming regulatory authorities. See "Description of Exchange Notes—Mandatory Disposition or Redemption Pursuant to Gaming Laws."	

8

Table of Contents

			
Change of Control	 	If we experience specific changes of control, we may be required to offer to purchase the exchange notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. Our ability to purchase the exchange notes upon a change of control may be limited by the terms of the Credit Facilities. We cannot assure you that we will have the financial resources to purchase the exchange notes in such circumstances. See "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."	
Asset Sales	 	If we sell certain assets, under certain circumstances we may be required to offer to purchase the exchange notes at 100% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. See "Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales; Event of Loss."	
Restrictive Covenants	 	The indenture that will govern the exchange notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:	
	 	•
incur additional indebtedness or issue certain preferred stock;	
	 	•
pay dividends or repurchase or redeem capital stock or make other restricted payments;	
	 	•
limit dividends or other payments by our restricted subsidiaries to us or our other restricted subsidiaries;	
	 	•
pay dividends, make investments or make other restricted payments;	
	 	•
incur liens;	
	 	•
enter into certain types of transactions with our affiliates; and	
	 	•
consolidate or merge with or into other companies.	
	 	These and other covenants contained in the indenture governing the exchange notes are subject to important exceptions and qualifications. See "Description of Exchange Notes—Certain Covenants."	

9

Table of Contents

			
DTC Eligibility	 	The exchange notes will be issued in book-entry form and will be represented by a permanent global security deposited with a custodian for and registered in the name of the nominee of DTC in New York, New York. Beneficial interests in the global security will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interests may not be exchanged for certificated securities, except in limited circumstances. See "Book-Entry, Delivery and Form."	
Absence of Established Markets for the Exchange Notes	 	The exchange notes are a new issue of securities, and currently there is no market for the exchange notes. We do not intend to apply for the exchange notes to be listed on any securities exchange, or to arrange for any quotation system to quote them. Accordingly, we cannot assure you that liquid markets will develop for the exchange notes.	
Risk Factors	 	An investment in the exchange notes involves substantial risk. See "Risk Factors" for a description of certain of the risks you should consider before investing in the exchange notes.	
 
10

Table of Contents

 RATIO OF EARNINGS TO FIXED CHARGES
        The following table is qualified by the more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is a part and the historical financial statements, including the notes to those financial statements, incorporated by reference in this prospectus.

																				
 	 	Six
Months
Ended
June 30,	 	Year Ended December 31,	 	
 	 	2015	 	2014	 	2013	 	2012	 	2011	 	2010	 	
Ratio of earnings to fixed charges(1)	 	 	—	(2)	 	2.7x	 	 	4.7x	 	 	3.6x	 	 	2.0x	 	 	3.2x	 	

(1)
We compute the ratio of earnings to fixed charges by dividing (i) earnings (loss), which consists of net income (loss) from continuing operations before income taxes plus fixed charges and amortization of capitalized interest less interest capitalized during the period and adjusted for undistributed earnings in equity investments, by (ii) fixed charges, which consist of interest expensed and capitalized, plus amortized premiums, discounts and capitalized expenses related to indebtedness.

(2)
We needed to generate additional earnings of approximately $21.6 million related to the deficiency of earnings available to cover fixed charges to achieve a ratio of earnings to fixed charges of 1.0x for the six months ended June 30, 2015.
 
11

Table of Contents

 RISK FACTORS
         In considering whether to purchase the exchange notes offered hereby, you should understand the high degree of risk involved. You should carefully consider the risk factors and other information contained in this prospectus and the risk factors and other information incorporated by reference under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, as well as the other information incorporated by reference into this prospectus as such risk factors and other information may be updated from time to time by our subsequent reports and other filings under the Exchange Act. See "Incorporation of Certain Information By Reference."
         In addition to the risk factors relating to our business, the industries in which we operate and other matters included under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, and, to the extent applicable, any subsequently filed reports, you should carefully consider the following risk factors related to the unsecured notes, which, except as otherwise indicated, are generally applicable to the old notes as well as the exchange notes. Any of these risks could materially and adversely affect our business, results of operations, cash flows or financial condition. The risks described below and incorporated by reference herein are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations.
 Risks Related to Our Indebtedness and the Exchange Notes
 Despite our high indebtedness level, we will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.
        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the Credit Facilities, the purchase agreement governing the new secured notes and the indenture governing the unsecured notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries' existing debt levels, the related risks that we now face would increase. In addition, the indenture governing the unsecured notes does not prevent us from incurring obligations that do not constitute indebtedness under those agreements. As of June 30, 2015, we had $50.0 million of borrowing availability under the Credit Facilities.
 We may not be able to generate sufficient cash to service all of our indebtedness, including the Credit Facilities, the new secured notes and the unsecured notes, and fund our working capital and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
        Our ability to make scheduled payments on our indebtedness, including the Credit Facilities, the new secured notes and the unsecured notes, will depend upon our future operating performance and on our ability to generate cash flow in the future, which is subject to general economic, financial, business, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings, including borrowings under the Credit Facilities, will be available to us in an amount sufficient to enable us to pay our indebtedness, including the Credit Facilities, the new secured notes and the unsecured notes, or to fund our other liquidity needs.
12

Table of Contents
        If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to dispose of material assets or operations, seek additional equity capital or restructure or refinance our indebtedness, including the Credit Facilities, the new secured notes and the unsecured notes. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Facilities, the purchase agreement governing the new secured notes and the indenture governing the unsecured notes restrict our ability to dispose of assets and use the proceeds from any such disposition.
        If we cannot make scheduled payments on our debt, we will be in default and, as a result, the holders of the unsecured notes and of the new secured notes could declare all outstanding principal and interest to be due and payable, the lenders under the Credit Facilities could declare all outstanding amounts under such facilities due and payable and terminate their commitments to loan money, and, in each case, foreclose against the assets securing the borrowings under the Credit Facilities and the new secured notes, and we could be forced into bankruptcy or liquidation, which could result in you losing all or a portion of your investment in the unsecured notes.
        If our indebtedness is accelerated, we may need to refinance all or a portion of our indebtedness, including the Credit Facilities, the new secured notes and the unsecured notes, before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the Credit Facilities, the new secured notes or the unsecured notes, on commercially reasonable terms or at all. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.
 We rely, to a certain extent, on our subsidiaries to generate cash and as such, our ability to make payments on the unsecured notes will be dependent on cash flow generated by these subsidiaries. Restrictions in our subsidiaries' existing or future contracts or debt instruments and under applicable law limit their ability to provide funds to us.
        We rely, to a certain extent, on our subsidiaries to generate cash. Accordingly, repayment of our indebtedness, including the unsecured notes, is dependent, to a certain extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Each of our subsidiaries are distinct legal entities and they do not have any obligation to pay amounts due on the unsecured notes or to make funds available for that purpose or other obligations in the form of loans, distributions or otherwise and under certain circumstances, there may be legal and contractual restrictions on their ability to distribute and our ability to receive cash from these subsidiaries. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the unsecured notes, or to fund our and our subsidiaries' other cash obligations.
        In addition, the ability of our subsidiaries to pay dividends or make loans or other payments or distributions to us are currently, and in the future may be, subject to restrictions under, among other things, the credit agreement governing the Credit Facilities, the purchase agreement governing the new secured notes and other existing and future agreements or financing arrangements, as well as under the laws of such subsidiaries' jurisdictions of organization (which may limit the amount of funds available for the payment of dividends). Although the Credit Facilities, the purchase agreement governing the new secured notes and the indenture governing the unsecured notes limit the ability of these subsidiaries to incur consensual encumbrances or restrictions on their ability to pay dividends or make other intercompany payments, those limitations are subject to waiver and certain qualifications and exceptions.
13

Table of Contents
 The lenders under the Credit Facilities have the discretion to release the guarantors under their facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the unsecured notes.
        The lenders under the Credit Facilities have the discretion to release guarantors under these facilities in a variety of circumstances, which may cause those guarantors to be released from their guarantees of the unsecured notes. So long as any obligations under the Credit Facilities remain outstanding, any guarantee of the unsecured notes may be released without action by, or consent of, any holder of unsecured notes or the trustee under the indenture governing the unsecured notes if, at the discretion of lenders under the Credit Facilities, the related guarantor is no longer a guarantor of obligations under the Credit Facilities. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the unsecured notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to your claims as a holder of the unsecured notes.
 The agreements and instruments governing our debt impose restrictions that may limit our operating and financial flexibility.
        The Credit Facilities, the purchase agreement governing the new secured notes and the indenture governing the unsecured notes contain a number of significant restrictions and covenants that limit our ability to:
•
incur additional indebtedness; 

•
sell assets or consolidate or merge with or into other companies; 

•
pay dividends or repurchase or redeem capital stock; 

•
make certain investments; 

•
issue capital stock of our subsidiaries; 

•
incur liens; 

•
prepay, redeem or repurchase subordinated debt; and 

•
enter into certain types of transactions with our affiliates.
        These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete. In addition, the Credit Facilities and the purchase agreement governing the new secured notes require us to comply with a financial maintenance covenant under certain circumstances. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with the financial covenants contained in the Credit Facilities and the purchase agreement governing the new secured notes, if applicable. If we violate this covenant and are unable to obtain a waiver from our lenders under the Credit Facilities and the holders of the new secured notes, our debt under the Credit Facilities and the purchase agreement governing the new secured notes would be in default and could be accelerated by our lenders. Because of cross-default provisions in the agreements and instruments governing our indebtedness, a default under one agreement or instrument could result in a default under, and the acceleration of, our other indebtedness. In addition, the lenders under the Credit Facilities and the new secured notes could proceed against the collateral securing that indebtedness.
        If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In
14

Table of Contents
addition, complying with these covenants may also cause us to take actions that are not favorable to holders of the unsecured notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.
 We face risks related to rating agency downgrades.
        If a rating agency were to reduce the rating on the unsecured notes in the future, the market price of the unsecured notes would be adversely affected, and you may not be able to resell your unsecured notes at favorable prices or at all. In addition, if any of our other outstanding debt is rated and subsequently downgraded, raising capital will become more difficult, borrowing costs under the Credit Facilities and other future borrowings may increase and the market price of the unsecured notes may decrease.
 Your right to receive payments on the unsecured notes and the guarantees is effectively subordinated to our and the guarantors' secured indebtedness.
        The unsecured notes and the guarantees are effectively subordinated to our and the subsidiary guarantors' existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. In particular, the unsecured notes and the guarantees are effectively subordinated to the indebtedness under the Credit Facilities and the new secured notes, which are secured by first-priority liens on substantially all of the assets of Holdings and the subsidiary guarantors. As of June 30, 2015, we had approximately $830.0 million of secured indebtedness outstanding and $50.0 million of additional borrowing availability under the Credit Facilities, all of which would be secured. See "Description of Existing Indebtedness." We and our subsidiaries may incur additional secured indebtedness in the future.
        If we or a subsidiary guarantor becomes insolvent or is liquidated, the lenders or noteholders under our or the subsidiary guarantors' secured indebtedness will have claims on the assets securing their indebtedness and will have priority over any claim for payment under the unsecured notes or the guarantees to the extent of such security. If the lenders under the Credit Facilities or the holders of the new secured notes accelerate the payment of any funds borrowed thereunder and we are unable to repay such indebtedness, the lenders and secured noteholders could foreclose on substantially all of our assets and the assets of our guarantors securing such collateral. In this event, our secured lenders and secured noteholders would be entitled to be repaid in full from the proceeds of the liquidation of those assets before those assets would be available for distribution to other creditors, including holders of the unsecured notes. Holders of the unsecured notes will participate in our remaining assets ratably with all holders of any of our unsecured indebtedness that is deemed to be of the same class as the unsecured notes, and potentially with all of our other general creditors, and it is possible that there would be no assets remaining after satisfaction of the claims of such secured creditors from which claims of the holders of the unsecured notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully.
 The unsecured notes will be structurally subordinated to all indebtedness of our current and future subsidiaries that do not become guarantors of the unsecured notes.
        Holders of the unsecured notes will not have any claim as a creditor against any of our current or future subsidiaries that do not guarantee the unsecured notes. Indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will be effectively senior to claims of the holders of the unsecured notes against those subsidiaries. In addition, the indenture governing the unsecured notes, the purchase agreement governing the new secured notes and the credit agreement governing the Credit Facilities, subject to some limitations, permit these subsidiaries to incur additional indebtedness and do not contain any limitation on the amount of other liabilities, such as trade payables, that may be that may be incurred by these subsidiaries. As of June 30, 2015, our
15

Table of Contents
non-guarantor subsidiaries had an aggregate of approximately $15.9 million of total liabilities, all of which were structurally senior to the unsecured notes and the related guarantees, and accounted for approximately 1.7% of our total consolidated assets (excluding intercompany transactions).
 The Credit Facilities and the purchase agreement governing the new secured notes may prohibit us from making payments on the unsecured notes.
        The Credit Facilities and the purchase agreement governing the new secured notes limit our ability to make payments on outstanding indebtedness other than regularly scheduled interest and principal payments as and when due. As a result, the Credit Facilities and the purchase agreement governing the new secured notes could prohibit us from making any payment on the unsecured notes in the event that the unsecured notes are accelerated or the holders thereof require us to repurchase the unsecured notes upon the occurrence of a change of control. Any such failure to make payments on the unsecured notes would cause us to default under the indenture governing the unsecured notes, which in turn would likely be a default under the Credit Facilities, the purchase agreement governing the new secured notes and other outstanding and future indebtedness.
 We may not be able to purchase the unsecured notes upon a change of control or pursuant to an asset sale offer.
        Upon a change of control, as defined under the indenture governing the unsecured notes, the holders of notes will have the right to require us to offer to purchase all of the unsecured notes then outstanding at a price equal to 101% of their principal amount plus accrued and unpaid interest. We cannot assure you that we would have sufficient funds available to repay all of our indebtedness, or other put rights that would become payable upon a change of control, and to repurchase all of the unsecured notes. Our failure to offer to purchase all outstanding notes or to purchase all validly tendered notes would be an event of default under the indenture governing the unsecured notes. Such an event of default may cause the acceleration of our other debt, including the Credit Facilities and the new secured notes. The credit agreement governing the Credit Facilities, the purchase agreement governing the new secured notes and the indenture governing the unsecured notes may limit or prohibit our subsidiaries' ability to make cash available to us, by dividend, debt repayment or otherwise, to enable us to purchase the unsecured notes in the event of a change of control or if an asset sale offer is required, unless and until the indebtedness under the Credit Facilities and the new secured notes are repaid in full and any other indebtedness that contains similar provisions is repaid, or we obtain a waiver from the holders of such indebtedness to provide us with sufficient cash to repurchase the unsecured notes. Our other debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture governing the unsecured notes. In addition, in certain circumstances specified in the indenture governing the unsecured notes, we will be required to commence an asset sale offer, as defined under the indenture governing the unsecured notes, pursuant to which we will be obligated to offer to purchase the unsecured notes at a price equal to 100% of their principal amount plus accrued and unpaid interest. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such notes when required under the indenture governing the unsecured notes would be an event of default. See "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control" and "Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales; Event of Loss."
 You may not be able to determine when a change of control giving rise to your right to have the unsecured notes repurchased by us has occurred following a sale of "substantially all" of our assets.
        A change of control, as defined in the indenture governing the unsecured notes, will require us to make an offer to repurchase all outstanding notes. The definition of change of control includes a
16

Table of Contents
phrase relating to the sale, lease or transfer of "all or substantially all" of our assets. There is no precisely established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase their notes as a result of a sale, assignment, transfer, lease, conveyance or disposition of all or substantially all of our properties or assets to another individual, group or entity may be uncertain.
 We may enter into certain transactions that would not constitute a change of control but that result in an increase of our indebtedness.
        Subject to limitations under the indenture governing the unsecured notes, the purchase agreement governing the new secured notes and the credit agreement governing the Credit Facilities, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control under such agreements, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings in a way that adversely affects the holders of the unsecured notes. See "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."
 There is no public market for the unsecured notes, which could limit their market price or your ability to sell them.
        There is currently no public trading market for the unsecured notes. Consequently, the unsecured notes may be relatively illiquid, and you may be unable to sell your unsecured notes. We do not intend to apply for listing of the unsecured notes on any securities exchange or for the inclusion of the unsecured notes in any automated quotation system.
 Volatile trading prices may require you to hold the unsecured notes for an indefinite period of time.
        If a market develops for the unsecured notes, the unsecured notes may trade at prices higher or lower than their initial offering price. The trading price would depend on many factors, such as prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuation in the prices of these securities. Disruptions of this type could have an adverse effect on the price of the unsecured notes. You should be aware that you may be required to bear the financial risk of an investment in the unsecured notes for an indefinite period of time.
 If a bankruptcy petition were filed by or against us in the United States, the allowed claim for the unsecured notes may be less than the principal amount of the unsecured notes stated in the indenture governing the unsecured notes.
        If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the unsecured notes, the claim by any holder of the unsecured notes for the principal amount of the unsecured notes may be allowed in an amount equal to the sum of:
•
the original issue price of the unsecured notes; and 

•
that portion of the stated principal amount of the unsecured notes that exceeds the issue price of such notes, if any, that does not constitute "unmatured interest" for the purposes of the U.S. Bankruptcy Code.
        Any such discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest, which is not allowable as part of a bankruptcy claim under the U.S. Bankruptcy Code. Accordingly, holders of the unsecured notes under these circumstances may receive an amount
17

Table of Contents
that is less than the principal amount of the unsecured notes stated in the indenture governing the unsecured notes.
 Our variable rate indebtedness under the Credit Facilities subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
        We are exposed to interest rate risk through our variable-rate borrowings under the Credit Facilities. Borrowings under such facility bear interest at a variable rate, based on an adjusted LIBOR rate, plus an applicable margin. Interest rates are currently at relatively low levels. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may choose not to maintain interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
 Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.
        The unsecured notes are guaranteed by Holdings and certain of our domestic subsidiaries. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:
•
issued the unsecured notes or provided the applicable guarantee, as the case may be, with the intent of hindering, delaying or defrauding any present or future creditor; 

•
received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and 

•
one of the following applies: 

•
it was insolvent or rendered insolvent by reason of the incurrence of the guarantee; or 

•
it was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or 

•
it intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
        A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for such guarantee if such guarantor did not substantially benefit directly or indirectly from the issuance of the unsecured notes and/or such guarantee.
        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.
        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred, such that we cannot be certain as to the standard a court would use to determine whether we or a guarantor was solvent at the relevant time. Generally, however, a guarantor would be considered insolvent if:
•
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
18

Table of Contents
•
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or 

•
it could not pay its debts as they become due.
        Regardless of the actual standard applied by the court, we cannot be certain that the issuance of the unsecured notes or a guarantee, would not be avoided. In addition, as described further below, any guarantees provided after the issue date of the unsecured notes may be especially subject to being challenged as an avoidable preference to the extent they are issued within 90 days of the commencement of an insolvency proceeding.
        To the extent that a court avoids or otherwise finds unenforceable for any other reason the unsecured notes or a guarantee, your claims against the Company or the relevant guarantor would be eliminated or limited. In addition, the court might direct you to repay any amounts already received from the Company or such guarantor. Further, the avoidance of the unsecured notes or a related guarantee could result in an event of default with respect to our other debt that, in turn, could result in acceleration of such debt.
        In certain circumstances, a court may subordinate claims in respect of the unsecured notes or a guarantee to all other debts of an issuer or a guarantor, or take other actions detrimental to the noteholders, based on equitable or other grounds. We cannot be certain as to the standards that a court might apply and whether it might find such subordination or other actions appropriate. Each guarantee contains a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law or may reduce or eliminate the guarantor's obligation to an amount that effectively makes the guarantee worthless. For example, in 2009, the U.S. Bankruptcy Court in the Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. (which was reinstated on other grounds by the United States Court of Appeals for the Eleventh Circuit) found a savings clause provision in that case to be ineffective and held the guarantees at issue in that case to be fraudulent transfers and voided them in their entirety. Even if the guarantees of the unsecured notes remain in force, the remaining amount due and collectible under the guarantee may not be sufficient to pay the unsecured notes in full when due.
 Because each guarantor's liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.
        Holders of the unsecured notes have the benefit of the guarantees of certain of our domestic restricted subsidiaries. The guarantees, however, are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor's liability under its guarantee could be reduced to zero, depending on the amount of other obligations of such guarantor. Furthermore, under the circumstances discussed more fully above, a court under applicable fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the guarantor.
        As a result, a guarantor's liability under its guarantee could be materially reduced or eliminated depending upon the amounts of its other obligations and upon applicable laws. In particular, in certain jurisdictions, a guarantee issued by a company that is not in the company's corporate interests, the burden of which exceeds the benefit to the company or which is entered into within a certain period prior to insolvency or bankruptcy, may not be valid and enforceable. It is possible that a guarantor, a creditor of a guarantor or the insolvency administrator in the case of an insolvency of a guarantor may contest the validity and enforceability of the guarantee and that the applicable court may determine the guarantee should be limited or voided. In the event that any guarantees are deemed invalid or
19

Table of Contents
unenforceable, in whole or in part, or to the extent that agreed limitations on the guarantee obligation apply, the unsecured notes would be structurally subordinated to all liabilities of the applicable guarantor.
 We may require you to dispose of your unsecured notes or redeem your unsecured notes if any gaming authority finds you unsuitable to hold them, which could cause you to lose some of your investment.
        We may require you to dispose of your unsecured notes or redeem your unsecured notes if any gaming authority finds you unsuitable to hold them or in order to otherwise comply with gaming laws to which we are subject. Gaming authorities can generally require that any beneficial owner of our securities, including holders of the unsecured notes, file an application for a finding of suitability. If a gaming authority requires a record or beneficial owner of an unsecured note to file a suitability application, the owner must apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate an owner's suitability and the owner must pay all costs of the investigation. If the owner refuses to file a suitability application or is found unsuitable, then the owner may be required, either by law or the terms of the unsecured notes, to dispose of the unsecured notes. See "Description of Exchange Notes—Mandatory Disposition or Redemption Pursuant to Gaming Laws."
 The unsecured notes are unsecured obligations of the Company and the guarantors and are effectively subordinated to our secured debt to the extent of the value of the collateral securing such indebtedness.
        The unsecured notes are the general unsecured obligations of the Company and the guarantors. Holders of our existing and future secured indebtedness, including the Credit Facilities and the new secured notes, will have claims that are senior to the claims of a holder of the unsecured notes, to the extent of the value of the assets securing such other indebtedness. As a result, in the event of any distribution or payment of our assets in any bankruptcy, liquidation or dissolution, holders of secured indebtedness will have a prior claim to those assets that constitute their collateral. In any of the foregoing events, we cannot assure holders of the unsecured notes that there will be sufficient assets to pay all amounts due on the unsecured notes to the extent of the value of the collateral securing such indebtedness.
        As of June 30, 2015, we had approximately $1.2 billion of outstanding consolidated indebtedness, $830.0 million of which was secured indebtedness. In addition, as of June 30, 2015, the Credit Facilities permitted additional borrowings up to at least $50.0 million, all of which would be secured. All of the secured debt would be effectively senior to the unsecured notes to the extent of the value of the collateral securing such indebtedness.
 Risks Related to the Exchange Offer
 If you do not properly tender your old notes, your ability to transfer such outstanding notes will be adversely affected.
        We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your unregistered notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not tender your old notes or if your tender of old notes is not accepted because you did not tender your old notes properly, then, after consummation of the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any unregistered notes, you may have difficulty selling them because there will be fewer unregistered notes remaining and the market for
20

Table of Contents
such unregistered notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged old notes could become more limited than the existing trading market for the old notes and could cease to exist altogether due to the reduction in the amount of the old notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered old notes.
 If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.
        If you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.
21

Table of Contents

 USE OF PROCEEDS
        The exchange offer is intended to satisfy our obligations under the registration rights agreements. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange old notes in like principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes, except that the transfer restrictions, registration rights and rights to special interest applicable to the old notes do not apply to the exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding debt.
22

Table of Contents

 CAPITALIZATION
        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015. You should read this table in conjunction with our consolidated financial statements and accompanying notes incorporated by reference in this prospectus.

					
 	 	As of
June 30, 2015	 	
 	 	(in thousands)	 	
Cash and cash equivalents (1)	 	 $	165,017	 	
 ​	​	​ 	​ 	​	
 ​	​	​	​	​	
 ​	​	​ 	​ 	​	
Long-term debt	 	 	 	 	
Senior secured revolving credit facility	 	 	—	 	
Senior secured term loan	 	 $	495,000	 	
7.25% senior secured notes due 2021	 	 $	335,000	 	
10.00% senior unsecured notes due 2022	 	 $	350,000	 	
Total long-term debt	 	 $	1,180,000	 	
Total stockholders' equity	 	 $	226,972	 	
Total capitalization	 	 $	1,406,972	 	

(1)
We provide cash settlement services to our customers. These services involve the movement of funds between the various parties associated with cash access transactions. This activity results in a balance due to us at the end of each business day that we recoup over the next few business days and classify as settlement receivables. This activity also results in a balance due to our customers at the end of each business day that we remit over the next few business days and classify as settlement liabilities. As of June 30, 2015, we had $23.7 million in settlement receivables due from our customers for these settlement services. As of June 30, 2015, we had $141.2 million in settlement liabilities due to our customers for these settlement services. After giving effect to these settlement receivables and liabilities, we consider our available cash to be $47.5 million as of June 30, 2015.
23

Table of Contents

 DESCRIPTION OF EXISTING INDEBTEDNESS
 Credit Facilities
        On December 19, 2014, concurrently with the closing of the Merger, we entered into a credit agreement that provides for a $50.0 million, five-year senior secured revolving credit facility and a $500.0 million, six-year senior secured term loan facility, or the Credit Facilities. We have summarized below the principal terms of the agreement that governs the Credit Facilities. This summary is not a complete description of all of the terms of the agreement.
 General
        The Credit Facilities are provided by a syndicate of banks and other financial institutions led by Bank of America, N.A., as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as joint lead arrangers and joint book managers. The senior secured term loan facility matures in 2020 and the proceeds thereof were used to pay the consideration in connection with the Merger, to repay Holdings' and Everi Games' existing debt, and to pay the fees and expenses relating to the Merger, the offering of the old secured notes and the old notes, and the other financing transactions. The senior secured revolving credit facility matures in 2019 and is available for general corporate purposes, including permitted acquisitions, working capital and the issuance of letters of credit. All borrowings under the senior secured revolving credit facility are subject to the satisfaction of customary conditions, including the absence of a default and accuracy of representations and warranties.
 Interest and Fees
        The interest rate per annum applicable to loans under the senior secured revolving credit facility is, at the Company's option, the base rate or LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the senior secured term loan is also, at the Company's option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR is reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the senior secured revolving credit facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the senior secured term loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (i) the prime lending rate announced by the administrative agent, (ii) the federal funds effective rate from time to time plus 0.50%, and (iii) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margin for the senior secured revolving credit facility is subject to adjustment based on our consolidated secured leverage ratio.
 Prepayments
        Voluntary prepayments of the term loan and the revolving loans and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the credit agreement governing the Credit Facilities, with prior notice but without premium or penalty, except that certain refinancings of the term loans within twelve months after the closing thereof will be subject to a prepayment premium of 1.00% of the principal amount prepaid.
 Collateral and Guarantees
        Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of Holdings, the Company, and Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the Credit
24

Table of Contents
Facilities including, (i) a perfected first priority pledge of all the capital stock of the Company and each domestic direct, wholly owned material restricted subsidiary held by Holdings, the Company or any of Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the Credit Facilities, and (ii) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, the Company, and any of Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the Credit Facilities (including, but not limited, to accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and each of its existing and subsequently acquired or organized direct and indirect wholly owned U.S. restricted subsidiaries.
 Covenants and Other Matters
        The credit agreement governing the Credit Facilities contains covenants that limit our ability to, among other things:
•
incur additional indebtedness; 

•
sell assets or consolidate or merge with or into other companies; 

•
pay dividends or repurchase or redeem capital stock; 

•
make certain investments; 

•
incur liens; 

•
prepay, redeem or repurchase subordinated debt; and 

•
enter into certain types of transactions with our affiliates.
        The credit agreement governing the Credit Facilities also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio.
        Events of default under the credit agreement governing the Credit Facilities include customary events such as a cross-default provision with respect to other material debt (which includes the unsecured notes). In addition, an event of default would occur if we undergo a change of control. This is defined to include the case where Holdings ceases to own 100% of the equity interests of the Company, or where any person or group acquires a percentage of the economic or voting interests of Holdings' capital stock of 35% or more (determined on a fully diluted basis), or where a majority of the board of directors of Holdings ceases to consist of persons who are directors of Holdings on the closing date or other directors whose nomination for election to the board of directors of Holdings was recommended by a majority of the then continuing directors.
 New Secured Notes
        On April 15, 2015, concurrently with the redemption of the old secured notes, we entered into a note purchase agreement (the "note purchase agreement") pursuant to which we issued $335.0 million in aggregate principal amount of new 7.25% Senior Secured Notes due April 15, 2021, or the new secured notes.
        We have summarized below the principal terms of the note purchase agreement that governs the new secured notes. This summary is not a complete description of all of the terms of the note purchase agreement and other documents governing the new secured notes.
25

Table of Contents
 General
        The new secured notes were issued to CPPIB Credit Investments III Inc., a professional investment management organization that invests the assets of the Canada Pension Plan. Deutsche Bank Trust Company Americas acts as collateral agent for the holders of the new secured notes.
 Interest and PIK Interest
        The interest rate per annum applicable to new secured notes under the note purchase agreement is 7.25%. Interest on the new secured notes is payable quarterly in arrears.
        For any interest period, so long as Holdings, the Company, and the subsidiary guarantors have not failed to create a perfected first priority lien on certain pledged equity before September 1, 2015, the Company may, at its option, elect to pay a portion of interest not to exceed 0.50% per annum by issuing additional certificated new secured notes in a principal amount equal to the amount of such interest (such additional notes, "PIK notes"). Any PIK notes will be issued under the note purchase agreement on the same terms and conditions as the new secured notes issued on April 15, 2015.
 Prepayments
        Voluntary prepayments of the new secured notes are permitted in whole or in part, in minimum amounts as set forth in the note purchase agreement, with prior notice and, prior to April 15, 2020, at a price equal to the principal amount repurchased, plus accrued and unpaid interest to the date of repurchase, plus the following premiums:
•
prior to the first anniversary of the date of issuance of the new secured notes, a make-whole premium will apply; 

•
on or following the first anniversary of the date of issuance of the new secured notes and prior to the second anniversary of the date of issuance of the new secured notes, a premium of 3.5% of the accrued principal amount will apply; 

•
on or following the second anniversary of the date of issuance of the new secured notes and prior to the third anniversary of the date of issuance of the new secured notes, a premium of 3.0% of the accrued principal amount will apply; 

•
on or following the third anniversary of the date of issuance of the new secured notes and prior to the fourth anniversary of the date of issuance of the new secured notes, a premium of 2.0% of the accrued principal amount will apply; 

•
on or following the fourth anniversary of the date of issuance of the new secured notes and prior to the fifth anniversary of the date of issuance of the new secured notes, a premium of 1.0% of the accrued principal amount will apply; and 

•
on or following the fifth anniversary of the date of issuance of the new secured notes, no premium will apply.
        In addition, prior to the first anniversary of the date of issuance of the new secured notes, the Company may prepay up to 40% of the aggregate principal amount of the new secured notes at a price equal to 103.5% of the principal amount thereof, plus accrued and unpaid interest in respect thereof.
        The above premiums will not apply to refinancings of the new secured notes made with the proceeds of any indebtedness incurred by the Company initially owed by the Company solely to CPPIB Credit Investments Inc. or any of its affiliates.
26

Table of Contents
        Upon the occurrence of a change of control, as defined in the note purchase agreement, the Company will be obligated to offer to repurchase the new secured notes at a price equal to:
•
prior to the third anniversary of the date of issuance of the new secured notes, 103% of the principal amount of the new secured notes; 

•
on or following the third anniversary of the date of issuance of the new secured notes and prior to the fourth anniversary of the date of issuance of the new secured notes, 102% of the principal amount of the new secured notes; and 

•
on or following the fourth anniversary of the date of issuance of the new secured notes, 101% of the principal amount of the new secured notes;
in each case, plus accrued and unpaid interest to the date of repurchase.
        The Company will be obligated to offer to repurchase the new secured notes at a price equal to the principal amount repurchased, plus accrued and unpaid interest to the date of repurchase, with the proceeds of certain assets sales and certain insurance proceeds, subject to reinvestment rights.
 Collateral and Guarantees
        Subject to certain exceptions and subject to the terms of the security agreement entered into in connection with the note purchase agreement, the obligations under the new secured notes are secured by substantially all of the present and after acquired assets of each of Holdings, the Company and Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the guaranty entered into in connection with the note purchase agreement, including (i) a perfected first priority pledge of all the capital stock of the Company and each domestic direct, wholly owned material restricted subsidiary held by Holdings, the Company or any of Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the guaranty and (ii) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, the Company and any of Holdings' direct and indirect wholly owned U.S. subsidiaries that are guarantors under the guaranty (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the new secured notes are unconditionally guaranteed by Holdings and each of its existing and subsequently acquired or organized direct and indirect wholly owned U.S. restricted subsidiaries.
 Covenants and Other Matters
        The note purchase agreement contains covenants that limit our ability to, among other things:
•
incur additional indebtedness; 

•
sell assets or consolidate or merge with or into other companies; 

•
pay dividends or repurchase or redeem capital stock; 

•
make certain investments; 

•
incur liens; 

•
prepay, redeem or repurchase subordinated debt; and 

•
enter into certain types of transactions with our affiliates.
        The note purchase agreement also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio.
27

Table of Contents
        Events of default under the note purchase agreement include customary events such as a cross-default provision with respect to other material debt (which includes the unsecured notes).
 Warrants
        In connection with the entry into the note purchase agreement and the issuance of the new secured notes, Holdings issued to the purchaser of the new secured notes a warrant to purchase 700,000 shares of Holdings' common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of Holdings' common stock for the 10 trading days prior to the issuance of the warrant. The warrant expires on the sixth anniversary of the date of issuance. The number of shares issuable pursuant to the warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events.
28

Table of Contents

 THE EXCHANGE OFFER
 Purpose of the Exchange Offer
        The exchange offer is designed to provide holders of the old notes with an opportunity to acquire exchange notes which, unlike the old notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the exchange notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.
        The old notes were originally issued and sold on December 19, 2014, the issue date, to the initial purchasers, pursuant to the purchase agreement dated December 19, 2014. The old notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act. The subsequent resale of the old notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The old notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act.
        In connection with the original issuance and sale of the old notes, we entered into a registration rights agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the exchange notes for the old notes, or the exchange offer. The registration rights agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of the old notes who are able to make certain representations the opportunity to exchange their old notes for exchange notes.
        Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the exchange notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the exchange notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the registration rights agreement (including certain indemnification rights and obligations).
        Each holder of the old notes that exchanges such old notes for exchange notes in the exchange offer will be deemed to have made certain representations, including representations that (i) any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.
        If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result
29

Table of Contents
of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.
 Terms of the Exchange Offer
        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. Subject to the minimum denomination requirements of the exchange notes, the exchange notes are being offered in exchange for a like principal amount of old notes. Old notes may be exchanged only in denominations of $2,000 and integral multiples of $1,000. Holders may tender all, some or none of their old notes pursuant to the exchange offer.
        The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes except that (i) the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (ii) holders of the exchange notes will not be entitled to certain rights of holders of the old notes under and related to the registration rights agreement. The exchange notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture. The exchange notes will be treated as a single class under the indenture with any old notes that remain outstanding. The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.
 Expiration Date; Extensions; Termination; Amendments
        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2015. We reserve the right to extend the exchange offer at our discretion, in which event the term "expiration date" shall mean the time and date on which the exchange offer as so extended shall expire. Any such extension will be communicated to the exchange agent either orally or in writing and will be followed promptly by a press release or other permitted means which will be made no later than 9:00 a.m., New York City time, on the business day immediately following the previously scheduled expiration date.
        We reserve the right to extend or terminate the exchange offer and not accept for exchange any old notes if any of the events set forth below under "—Conditions to the Exchange Offer" occur, and are not waived by us, by giving oral or written notice of such delay or termination to the exchange agent. See "—Conditions to the Exchange Offer."
        We also reserve the right to amend the terms of the exchange offer in any manner; provided, however, that if we amend the exchange offer in a manner that we determine constitutes a material or significant change, we will extend the exchange offer so that it remains open for a period of five to ten business days after such amendment is communicated to holders, depending upon the significance of the amendment.
        Without limiting the manner in which we may choose to make a public announcement of any extension, termination or amendment of the exchange offer, we will comply with applicable securities laws by disclosing any such amendment by means of a prospectus supplement that we distribute to holders of the old notes. We will have no other obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely release through any appropriate news agency.
 Procedures for Tendering Old Notes
        Since the old notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the old notes and will be the only entity that can tender your old notes for exchange notes. Therefore, to tender old notes subject to the exchange offer and to obtain
30

Table of Contents
exchange notes, you must instruct the institution where you keep your old notes to tender your old notes on your behalf so that they are received prior to the expiration of the exchange offer.
        The letter of transmittal that accompanies this prospectus may be used by you to give such instructions.
         YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.
         IF YOU WISH TO ACCEPT THE EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 P.M., NEW YORK CITY TIME, DEADLINE ON                        , 2015.
        You may tender all, some or none of your old notes in the exchange offer. However, your old notes may be tendered only in integral multiples of $1,000.
        When you tender your old notes and we accept them, the tender will be a binding agreement between you and us in accordance with the terms and conditions in this prospectus.
        We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered old notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:
(i)
reject any and all tenders of any particular old note not properly tendered;

(ii)
refuse to accept any old note if, in our judgment or the judgment of our counsel, the acceptance would be unlawful; and

(iii)
waive any defects or irregularities or conditions to the exchange offer as to any particular old notes before the expiration of the exchange offer.
        Our reasonable interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of old notes as we will determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of old notes. If we waive any terms or conditions pursuant to (iii) above with respect to a holder of the old notes, we will extend the same waiver to all holders of the old notes with respect to that term or condition being waived.
 Deemed Representations
        To participate in the exchange offer, we require that you represent to us that:
(i)
you or any other person acquiring exchange notes in exchange for your old notes in the exchange offer is acquiring them in the ordinary course of business;

(ii)
neither you nor any other person acquiring exchange notes in exchange for your old notes in the exchange offer is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

(iii)
neither you nor any other person acquiring exchange notes in exchange for your old notes has an arrangement or understanding with any person to participate in the distribution of exchange notes issued in the exchange offer;

(iv)
neither you nor any other person acquiring exchange notes in exchange for your old notes is our "affiliate" as defined under Rule 405 of the Securities Act;

(v)
if you or another person acquiring exchange notes in exchange for your old notes is a broker-dealer and you acquired the old notes as a result of market-making activities or other trading
31

Table of Contents
activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes; and
(vi)
you are not acting on behalf of any person or entity that could not truthfully make these representations.

 BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.
        Broker-dealers who cannot make the representations in item (v) of the paragraph above cannot use the exchange offer prospectus in connection with resales of the exchange notes issued in the exchange offer.
        If you are our "affiliate," as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your old notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of exchange notes acquired in the exchange offer, you or that person:
(i)
may not rely on the applicable interpretations of the Staff of the SEC and therefore may not participate in the exchange offer; and

(ii)
must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the old notes.
 Procedures for Brokers and Custodian Banks; DTC ATOP Account
        In order to accept the exchange offer on behalf of a holder of the old notes you must submit or cause your DTC participant to submit an Agent's Message as defined and described below.
        The exchange agent, on our behalf, will seek to establish an ATOP account with respect to the old notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of old notes by causing the book-entry transfer of such old notes into the ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of old notes, an Agent's Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the guaranteed delivery procedures described below must be complied with. The confirmation of a book-entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."
        The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of the exchange offer.
        Each Agent's Message must include the following information:
(i)
Name of the beneficial owner tendering such old notes;

(ii)
Account number of the beneficial owner tendering such old notes;

(iii)
Principal amount of old notes tendered by such beneficial owner; and

(iv)
A confirmation that the beneficial holder of the old notes tendered has made the representations for the benefit of us set forth under "—Deemed Representations" above.
32

Table of Contents
         BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM OLD NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.
        The delivery of old notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering old notes. We will ask the exchange agent to instruct DTC to return those old notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such old notes on behalf of holders of the old notes.
 Guaranteed Delivery Procedures
        If your certificates for old notes are not lost but are not immediately available or you cannot deliver your certificates and any other required documents to the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date, or you cannot complete the procedures for book-entry transfer at or prior to 5:00 p.m., New York City time, on the expiration date, you may nevertheless effect a tender of your old notes if:
(i)
the tender is made through an eligible institution;

(ii)
prior to the expiration date of the exchange offer, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided with this prospectus, or an Agent's Message with respect to guaranteed delivery which (1) sets forth your name and address and the amount of your old notes tendered, (2) states that the tender is being made thereby; and (3) guarantees that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(iii)
the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.
 Acceptance of Old Notes for Exchange; Delivery of Exchange Notes
        We will accept validly tendered old notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered old notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If we do not accept any old notes tendered for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the old notes to an account maintained with DTC promptly after the exchange offer terminates or expires.
         THE AGENT'S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 Withdrawal Rights
        You may withdraw your tender of old notes at any time before 5:00 p.m., New York City time, on the expiration date.
33

Table of Contents
        For a withdrawal to be effective, you should contact your bank or broker where your old notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:
(i)
specify the name of the person that tendered the old notes to be withdrawn;

(ii)
identify the old notes to be withdrawn, including the CUSIP number and principal amount at maturity of the old notes; and

(iii)
specify the name and number of an account at DTC to which your withdrawn old notes can be credited.
        We will decide all questions as to the validity, form and eligibility (including time of receipt) of the notices and our reasonable determination will be final and binding on all parties. Any tendered old notes that you withdraw will not be considered to have been validly tendered. We will return any old notes that have been tendered but not exchanged, or credit them to the DTC account, promptly after withdrawal, rejection of tender, or termination of the exchange offer. You may re-tender properly withdrawn old notes by following one of the procedures described above prior to the expiration date.
 Conditions to the Exchange Offer
        Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate the exchange offer (whether or not any old notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us in our sole reasonable discretion, prior to the expiration date:
(i)
there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

(1)
seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction; or

(2)
resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes in the exchange offer; or

(3)
any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

(ii)
any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that, in our sole reasonable judgment, would directly or indirectly result in any of the consequences referred to in clauses (i)(1), (2) or (3) above or, in our sole reasonable judgment, would result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or
the following has occurred:
(1)
any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or
34

Table of Contents
(2)
any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer; or

(3)
a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

(4)
a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

(iii)
any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the old notes or the exchange notes, which in our sole reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange; or

(iv)
there shall occur a change in the current interpretation by the Staff of the SEC which permits the exchange notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such exchange notes; or

(v)
any law, statute, rule or regulation shall have been adopted or enacted which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or

(vi)
a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval has not been obtained, which approval we shall, in our sole reasonable discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

(vii)
we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.
        If we determine in our sole reasonable discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any old notes have been accepted for exchange) or waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the old notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.
        These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, in our sole reasonable discretion, provided that we will not waive any condition with respect to an individual
35

Table of Contents
holder of the old notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties.
 Exchange Agent
        We have appointed Deutsche Bank Trust Company Americas as the exchange agent for the exchange offer. Questions and requests relating to the exchange of old notes should be directed to the exchange agent address as followed:
By Mail :
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
By Overnight Mail or Courier :
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
By Electronic Mail or Facsimile :
Electronic Mail: DB.Reorg@db.com
Facsimile: (615) 866-3889
Telephone Assistance:
(877) 843-9767
 Fees and Expenses
        We have not retained any dealer-manager or similar agent in connection with the exchange offer. We will not make any payment to brokers, dealers or others for soliciting acceptances of the exchange offer. However, we will pay the reasonable and customary fees and reasonable out-of-pocket expenses to the exchange agent in connection therewith. We will also pay the cash expenses to be incurred in connection with the exchange offer, including accounting, legal, printing, and related fees and expenses.
        We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or on any other person, if:
•
certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered, or are to be registered or issued in the name of, any person other than the registered holder of the old notes tendered; 

•
tendered notes are registered in the name of any person other than the person signing the letter of transmittal; or 

•
a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.
36

Table of Contents
        If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.
 Accounting Treatment
        The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.
 Consequences of Failure to Exchange
        Upon consummation of the exchange offer, certain rights under and related to the registration rights agreement, including registration rights and the right to receive the contingent increases in the interest rate, will terminate. The old notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities within the meaning of Rule 144 promulgated under the Securities Act. Accordingly, such old notes may be resold only (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act. The liquidity of the old notes could be adversely affected by the exchange offer.
37

Table of Contents

 DESCRIPTION OF EXCHANGE NOTES
        In this description, the term "Issuer," "we," "our" and "us" refers to Everi Payments Inc. (formerly known as Global Cash Access, Inc.), a Delaware corporation, and not to any of its Subsidiaries or Affiliates, and references to the "notes" are to the exchange notes, unless the context otherwise requires.
        The Issuer issued the old notes and will issue the exchange notes pursuant to an indenture dated as of December 19, 2014, as modified by a supplemental indenture dated as of December 19, 2014, among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the "Trustee"), and a second supplemental indenture dated as of August 4, 2015, among the Issuer, the Guarantors party thereto and the Trustee (collectively, the "indenture"). The form and terms of the old notes and the exchange notes are identical in all material respects except that the exchange notes will have been registered under the Securities Act. See "The Exchange Offer—Purpose of the Exchange Offer" and "The Exchange Offer—Terms of the Exchange Offer." The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
        The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the form of notes and indenture because they, and not this description, define your rights as holders of the notes ("Holders"). You may obtain a copy of the form of notes and indenture as described under "Where You Can Find More Information."
        You can find the definitions of certain terms used in this description under "—Certain Definitions." Certain defined terms used in this description but not defined in this "Description of Exchange Notes" including under "—Certain Definitions," have the meanings assigned to them in the indenture.
        The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.
 Brief Description of the Exchange Notes
        The notes will be:
•
general unsecured obligations of the Issuer; 

•
pari passu in right of payment to all existing and future senior Indebtedness of the Issuer, including its obligations under the Credit Facilities and the New Secured Notes; 

•
senior in right of payment to all existing and future subordinated Indebtedness of the Issuer; 

•
effectively junior to secured Indebtedness of the Issuer to the extent of the value of the collateral securing such Indebtedness, including obligations under the Credit Facilities and the New Secured Notes; 

•
unconditionally guaranteed by the Guarantors on a senior unsecured unsubordinated basis; and 

•
structurally subordinated to any Indebtedness of Subsidiaries of Holdings that are not Guarantors.
        See "Risk Factors—Risks Related to our Indebtedness and the Exchange Notes—Your right to receive payments on the unsecured notes and the guarantees is effectively subordinated to our and the guarantors' secured indebtedness."
38

Table of Contents
 Brief Description of the Note Guarantees
        The notes will be guaranteed by Holdings, each existing Significant Subsidiary of Holdings (other than the Issuer), and, subject to compliance with applicable Gaming Laws, any new Significant Subsidiary of Holdings.
        The guarantees of the notes will be:
•
general unsecured obligations of each Guarantor; 

•
pari passu in right of payment to all existing and future senior Indebtedness of each Guarantor, including its obligations as a guarantor of the obligations under the Credit Facilities and the New Secured Notes; 

•
senior in right of payment to all existing and future subordinated Indebtedness of each Guarantor; 

•
effectively junior to all secured Indebtedness of each Guarantor to the extent of the value of the collateral securing such Indebtedness, including obligations under the Credit Facilities and the New Secured Notes; 

•
structurally subordinated to all Indebtedness of Subsidiaries of Holdings that are not Guarantors; and 

•
subject to release in the circumstances specified in the indenture.
        The Note Guarantees will be full and unconditional, joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will contain a net worth limitation to reduce the risk that a Note Guarantee would constitute a fraudulent conveyance under applicable law.
        As of the date hereof, each Subsidiary of Holdings (other than the Issuer) will be a "Restricted Subsidiary." Under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture and will not guarantee the notes.
        As of the date hereof, each Significant Subsidiary of Holdings (other than the Issuer) will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiaries, such non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.
        As of June 30, 2015, we had approximately $830.0 million of secured debt outstanding. In addition, we had $50.0 million of availability under the Credit Facilities. All amounts under the Credit Facilities and the New Secured Notes are effectively senior to the notes to the extent of the collateral securing the Credit Facilities and the New Secured Notes. As of June 30, 2015, Holdings' non-guarantor subsidiaries represented approximately 1.7% of our total consolidated assets. In addition, as of June 30, 2015, the non-guarantor subsidiaries had $15.9 million of debt that was structurally senior to the notes.
 Principal, Maturity and Interest
        The Issuer will issue $350.0 million in aggregate principal amount of notes in the exchange offer. The Issuer may issue additional notes under the indenture from time to time after the exchange offer. Any issuance of additional notes is subject of all of the covenants in the indenture, including the covenant described below under the caption "—Certain Covenants—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock." The old notes, the exchange notes and any additional notes subsequently issued under the indenture will be treated as a single class for all
39

Table of Contents
purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. It is possible, however, that any such additional notes will not be treated as part of the same issue for U.S. federal income tax purposes and may trade under a separate CUSIP number. The Issuer will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on January 15, 2022.
        Interest on the notes will accrue at the rate of 10.00% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. The Issuer will make each interest payment to the Trustee for the benefit of the Holders of record on the immediately preceding January 1 and July 1. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the then applicable interest rate on the notes.
        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
 Methods of Receiving Payments on the Notes
        The Issuer will make, or cause to be made, payments in respect of the notes represented by the Global Notes by wire transfer of immediately available funds to the accounts specified by the Holder of the Global Notes. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuer elects to make payments by check mailed to the Holders at their address set forth in the register of Holders. Principal and interest shall be considered paid on the date due if on such date the Trustee or paying agent holds money sufficient to pay all principal and interest then due.
 Paying Agent, Transfer Agent and Registrar for the Notes
        The Trustee will initially act as paying agent, transfer agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the Holders of the notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.
 Transfer and Exchange
        A Holder may transfer or exchange notes in accordance with the indenture. The registrar, transfer agent and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of fifteen days before a selection of notes to be redeemed.
 Subsidiaries Providing Note Guarantees
        The notes will be initially guaranteed by Holdings, each existing Significant Subsidiary of Holdings (other than the Issuer), and, subject to compliance with applicable Gaming Laws, any new Significant Subsidiary. The Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will contain a net worth limitation to reduce the risk that a Note Guarantee would constitute a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to Our Indebtedness and the Exchange Notes—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors."
40

Table of Contents
        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:
        (1)   immediately after giving effect to such transaction, no Default or Event of Default exists; and
        (2)   either:
        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and the indenture pursuant to a supplemental indenture satisfactory to the Trustee; or
        (b)   the Net Proceeds of such sale or other disposition are applied in accordance with the "Asset Sale" provisions of the indenture.
        The Note Guarantee of a Guarantor will be released:
        (1)   in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Holdings, the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture;
        (2)   in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Holdings, the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;
        (3)   if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or
        (4)   upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions "—Repurchase at the Option of Holders—Asset Sales; Event of Loss" and "—Satisfaction and Discharge."
        See "—Repurchase at the Option of Holders—Asset Sales; Event of Loss."
 Optional Redemption
        At any time prior to January 15, 2018, the Issuer may, upon not less than 30 but not more than 60 days' prior written notice mailed by first class mail to each Holder's registered address (with a copy to the Trustee), on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 110% of the principal amount, plus accrued and unpaid interest to the redemption date, with the Net Cash Proceeds of one or more Public Equity Offerings; provided that:
        (1)   at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by Holdings and its Subsidiaries); and
        (2)   the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.
        At any time prior to January 15, 2018, the Issuer may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior written notice mailed by first-class mail to each Holder's registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal
41

Table of Contents
amount of notes redeemed plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest to the date of redemption, subject to the rights of Holders of notes on any relevant record date to receive interest due on the relevant interest payment date.
        Additionally, so long as any notes are held by any Initial Purchaser or any affiliate of an Initial Purchaser (other than asset management affiliates that purchased the notes in the ordinary course of business as part of a regular distribution of the notes, and excluding notes acquired pursuant to bona fide open market purchases from third parties or market making activities), the Issuer may, at its option, upon notice as described under the heading "—Selection and Notice," on one or more occasions redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding the redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.
        Except pursuant to the three preceding paragraphs and as described below under "—Mandatory Disposition or Redemption Pursuant to Gaming Laws," the notes will not be redeemable prior to January 15, 2018.
        On or after January 15, 2018, the Issuer may redeem all or part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date (subject to the rights of Holders of notes on any relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below:

					
Year 	 	Percentage	 	
2018	 	 	107.500	%	
2019	 	 	105.000	%	
2020	 	 	102.500	%	
2021 and thereafter	 	 	100.000	%	
 Mandatory Redemption
        The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.
 Mandatory Disposition or Redemption Pursuant to Gaming Laws
        If a Holder or beneficial owner of a note is required to be licensed, qualified or found suitable under applicable Gaming Laws and is not so licensed, qualified or found suitable within any time period specified by the applicable Gaming Authority, the Holder shall be obligated, at the request of the Issuer, to dispose of such Holder's notes within a time period prescribed by the Issuer or such other time period prescribed by such Gaming Authority (in which event the Issuer's obligation to pay any interest after the receipt of such notice shall be limited as provided in such Gaming Laws). Thereafter, the Issuer shall have the right to redeem, on the date fixed by the Issuer for the redemption of such notes, such Holder's notes at a redemption price (to be calculated by the Issuer) equal to the lesser of (1) the lowest closing sale price of the notes on any trading day during the 120-day period ending on the date upon which the Issuer shall have received notice from a Gaming Authority of such Holder's disqualification or (2) the price at which such Holder or beneficial owner acquired the notes, unless a different redemption price is required by such Gaming Authority, in which event such required price shall be the redemption price. The Issuer is not required to pay or reimburse any Holder or beneficial owner of a note for the costs of licensure, qualification or finding of suitability or investigation for such licensure, qualification or finding of suitability. Any Holder or beneficial
42

Table of Contents
owner of a note required to be licensed, qualified or found suitable under applicable Gaming Laws must pay all investigative fees and costs of the Gaming Authorities in connection with such licensure, qualification, finding of suitability or application therefor.
 Repurchase at the Option of Holders
 Change of Control
        If a Change of Control occurs, each Holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder's notes pursuant to a change of control offer on the terms set forth in the indenture (the "Change of Control Offer"). In the Change of Control Offer, the Issuer will offer a change of control payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased, to the date of purchase (the "Change of Control Payment"). On or before the 30 th  day following any Change of Control, the Issuer will send a written notice (which notice may be conditional) to each Holder (with a copy to the Trustee) stating, among other things:
        (1)   that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled "Repurchase at the Option of Holders—Change of Control" and that all notes (or portions thereof) timely tendered will be accepted for payment;
        (2)   the purchase price and the change of control payment date, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice (the "Change of Control Payment Date");
        (3)   that any note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
        (4)   that any notes (or portions thereof) not tendered will continue to accrue interest;
        (5)   a description of the transaction or transactions constituting the Change of Control; and
        (6)   the procedures that Holders must follow in order to tender their notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender notes (or portions thereof) for payment.
        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the transaction giving rise to the Change of Control at the time of the making of the Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and such third party purchases all notes properly tendered and not withdrawn under such Change of Control Offer.
        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.
43

Table of Contents
        On the Change of Control Payment Date, the Issuer will, to the extent lawful:
        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
        (3)   deliver or cause to be delivered to the Trustee the notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.
        The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the Trustee will, upon receipt of an authentication order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
        The provisions described above that require the Issuer to make a Change of Control Offer in connection with a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.
        There can be no assurance that the Issuer will be able to fund any repurchase of the notes pursuant to a Change of Control Offer. The Credit Facilities or the Issuer's future credit facilities or other agreements relating to Indebtedness of the Issuer may contain prohibitions or restrictions on the Issuer's ability to effect such a repurchase. In the event a Change of Control Offer is mandated at a time when such prohibitions or restrictions are in effect, the Issuer could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will be effectively prohibited from purchasing notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the indenture. See "Risk Factors—Risks Related to Our Indebtedness and the Exchange Notes—We may not be able to purchase the unsecured notes upon a change of control or pursuant to an asset sale offer."
        The definition of Change of Control includes a phrase relating to the sale, lease, conveyance or other transfer of "all or substantially all" of the Property of the Issuer, determined on a consolidated basis. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, conveyance or other transfer of less than all of the assets of the Issuer, determined on a consolidated basis, to another Person or group may be uncertain.
        Prior to the occurrence of a Change of Control, the provisions under the indenture relating to the Issuer's obligation to make an offer to purchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.
44

Table of Contents
 Asset Sales; Event of Loss
        Other than upon an Event of Loss, Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale after the Merger Date, unless:
        (1)   Holdings, the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;
        (2)   at least 75% of such consideration consists of cash, Temporary Cash Investments or any stock or assets of the kind referred to in clause (1) or (3) of the definition of "Additional Assets"; provided, however, that for purposes of this clause (2):
        (A)  the assumption of Indebtedness of Holdings, the Issuer or a Restricted Subsidiary which is not subordinated to the notes or any Note Guarantee shall be deemed to be Temporary Cash Investments if Holdings, the Issuer, such Restricted Subsidiary and all other Restricted Subsidiaries of the Issuer, to the extent any of the foregoing are liable with respect to such Indebtedness, are expressly released from all liability for such Indebtedness by the holder thereof in connection with such Asset Sale;
        (B)  any securities or notes received by Holdings, the Issuer or a Restricted Subsidiary, as the case may be, from such transferee that are converted by Holdings, the Issuer or such Restricted Subsidiary into cash or Temporary Cash Investments within 30 days of the date of such Asset Sale shall be deemed to be Temporary Cash Investments; and
        (C)  Holdings, the Issuer and the Restricted Subsidiaries may receive consideration in the form of securities exceeding 25% of the consideration for one or more Asset Sales so long as Holdings, the Issuer and the Restricted Subsidiaries do not hold such securities having an aggregate Fair Market Value in excess of $10.0 million at any time outstanding; and
        (3)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.
        The definition of "Asset Sale" and "Event of Loss" each exclude, among other things, any single transaction or series of related transactions that involve assets having a Fair Market Value of $10.0 million or less and therefore Holdings, the Issuer and the Restricted Subsidiaries may dispose of assets or suffer an Event of Loss with significant value without restrictions under this covenant.
        Upon an Event of Loss incurred by Holdings, the Issuer or any of the Restricted Subsidiaries, the Net Proceeds received from such Event of Loss shall be applied in the same manner as proceeds from Asset Sales described below and pursuant to the procedures set forth below.
        Within 360 days after the receipt of the Net Proceeds of an Asset Sale or Event of Loss, an amount equal to 100% of the Net Proceeds from such Asset Sale or Event of Loss may be applied by Holdings, the Issuer or a Restricted Subsidiary:
        (1)   to repay, redeem or repurchase senior Indebtedness of Holdings, the Issuer or any Guarantor, including Indebtedness under any Credit Facility or the notes; provided that if any such Indebtedness repaid is revolving credit Indebtedness, the related revolving commitments must be reduced by the amount of such repayment and such reduced commitments terminated; or
        (2)   to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Proceeds received by Holdings, the Issuer or another Restricted Subsidiary);
45

Table of Contents
provided, however, that if Holdings, the Issuer or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days of such contractual commitment in accordance with the above clause (1) or (2), and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied.
        Any Net Proceeds from an Asset Sale or Event of Loss that are not used in accordance with the preceding paragraph shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer shall make an offer to purchase (the "Prepayment Offer"), on a pro rata basis, from all Holders of the notes, and, at the election of the Issuer, the holders of any other outstanding Pari Passu Indebtedness containing comparable repurchase rights, an aggregate principal amount of notes and, if applicable, such other Pari Passu Indebtedness equal to the Excess Proceeds, at a price in cash at least equal to 100% of the principal amount thereof, plus accrued and unpaid interest in accordance with the procedures summarized herein and set forth in the indenture. To the extent that any portion of the Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender the notes for repurchase in accordance with the indenture, Holdings, the Issuer or such Restricted Subsidiary may use such remaining amount for general corporate purposes or the repurchase of Indebtedness subordinated in right of payment to the notes or the Note Guarantee if required to be repurchased pursuant to their respective terms and the amount of Excess Proceeds shall be reset to zero. Pending application of Net Proceeds pursuant to clauses (1) and (2) above, such Net Proceeds will be invested in Temporary Cash Investments or used to temporarily repay Pari Passu Indebtedness that is revolving Indebtedness.
        Within 15 business days after the amount of Excess Proceeds exceeds $20.0 million, the Issuer shall send a prepayment offer notice, by first- class mail, to the Holders, accompanied by such information regarding the Issuer and its Subsidiaries as the Issuer in good faith believes will enable such Holders to make an informed decision with respect to the Prepayment Offer. The prepayment offer notice will state, among other things:
        (1)   that the Issuer is offering to purchase notes pursuant to the provisions of the indenture described herein;
        (2)   that any note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date;
        (3)   the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days from the date the prepayment offer notice is mailed;
        (4)   the aggregate principal amount of notes (or portions thereof) to be purchased;
        (5)   a description of any conditions to such Prepayment Offer; and
        (6)   a description of the procedure which Holders must follow in order to tender their notes (or portions thereof) and the procedures that Holders must follow in order to withdraw an election to tender their notes (or portions thereof) for payment.
        The Credit Facilities, future credit agreements or other agreements relating to Indebtedness of the Issuer may contain prohibitions or restrictions on the Issuer's ability to effect a Prepayment Offer. If the Issuer is required to make a Prepayment Offer at a time when any such prohibitions or restrictions are in effect, the Issuer could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. In such case, if the Issuer does not obtain such a consent or repay such borrowings, the Issuer will be effectively prohibited from purchasing notes
46

Table of Contents
and the Issuer's failure to purchase tendered notes would constitute an Event of Default under the indenture.
        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of notes as a result of a Prepayment Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indenture by virtue of such conflict.
 Selection and Notice
        If less than all of the notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select notes to be redeemed or purchased among the holders of the notes, as applicable, that are subject to redemption or purchase, by lot unless otherwise required by law; provided that as long as DTC serves as the depository for a Global Note, any redemption shall comply with DTC's procedural requirements with respect to such note.
        No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture.
        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note (so long as such amount is in a denomination of $2,000 or an integral multiple of $1,000 in excess of $2,000) will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Issuer defaults in making such redemption payment, interest ceases to accrue on notes or portions of them called for redemption.
        In connection with any redemption of the notes (including any redemption described under "—Optional Redemption"), any such redemption may, at the Issuer's discretion, be subject to one or more conditions precedent, including any related Public Equity Offering or a Change of Control. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed.
 Certain Covenants
 Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness or issue any Disqualified Stock or Preferred Stock; provided, however, that Holdings, the Issuer or any Restricted Subsidiary may Incur Indebtedness or issue Disqualified Stock or Preferred Stock if no Event of Default has occurred and is continuing and Holdings' Consolidated Fixed Charge Coverage Ratio would exceed 2.0 to 1.0, after giving effect to:
        (1)   the Incurrence of such Indebtedness or issuance of such Disqualified Stock or Preferred Stock as if such Indebtedness was Incurred or such Disqualified Stock or Preferred Stock was issued at the beginning of the Reference Period and (if applicable) the application of the net
47

Table of Contents
proceeds thereof to repay other Indebtedness as if the application of such proceeds occurred at the beginning of the Reference Period;
        (2)   the Incurrence and retirement of any other Indebtedness since the first day of the Reference Period as if such Indebtedness was Incurred or retired at the beginning of the Reference Period; and
        (3)   the acquisition or disposition of any Property or any company, business or Property by Holdings, the Issuer or any Restricted Subsidiary since the first day of the Reference Period including any acquisition or disposition which will be consummated contemporaneously with the Incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Stock, as if such acquisition or disposition occurred at the beginning of the Reference Period, including without limitation any net reduction of lease payments in connection with any acquisition of Property;
provided that Restricted Subsidiaries that are not Guarantors may only incur Indebtedness or issue any Disqualified Stock or Preferred Stock to the extent such Indebtedness, Disqualified Stock or Preferred Stock incurred and outstanding under this paragraph by such Restricted Subsidiaries that are not Guarantors does not exceed $10.0 million in the aggregate at any time.
        Notwithstanding the foregoing limitation, Holdings, the Issuer or any Restricted Subsidiary, as specified below, may Incur the following Indebtedness:
        (1)   (a) Indebtedness of the Issuer represented by the notes to be issued on the date of the indenture and of the Guarantors under the Note Guarantees, (b) the New Secured Notes of the Issuer issued on the Issue Date and the guarantees thereof and (c) the exchange notes and related Note Guarantees;
        (2)   Indebtedness of Holdings, the Issuer or any Restricted Subsidiary outstanding on the Issue Date (other than pursuant to clause (1) or (3) of this covenant);
        (3)   Indebtedness of the Issuer or any Guarantor under any Credit Facility in an aggregate principal amount outstanding at any time not to exceed the sum of (i) $650.0 million and (ii) an additional amount if, after giving pro forma effect to the incurrence of such additional amount, the Consolidated Secured Leverage Ratio calculated on a pro forma basis is equal to or less than 3.75:1.00 (assuming all such additional amounts were secured, whether or not so secured, and including for this purpose the full amount of draw with respect to any revolving credit facility (whether or not borrowed));
        (4)   Indebtedness of Holdings, the Issuer or a Restricted Subsidiary owing to and held by a Restricted Subsidiary, Holdings or the Issuer; provided, however, that (A) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the notes, in the case of the Issuer, or the Notes Guarantees, in the case of a Guarantor; and (B) any subsequent issuance or transfer of any Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness except to Holdings, the Issuer or a Restricted Subsidiary shall be deemed in each case to constitute the Incurrence of such Indebtedness by the issuer thereof;
        (5)   Indebtedness of Holdings, the Issuer or a Restricted Subsidiary under Interest Rate Agreements, provided that the obligations under such agreements were entered into for the purpose of limiting interest rate risks and not for speculative purposes in connection with payment obligations on Indebtedness otherwise permitted by the terms of this covenant;
48

Table of Contents
        (6)   Indebtedness of Holdings, the Issuer or a Restricted Subsidiary under Currency Exchange Protection Agreements, provided that such Currency Exchange Protection Agreements were entered into for the purpose of limiting exchange rate risks in connection with transactions entered into in the ordinary course of business;
        (7)   Indebtedness of Holdings, the Issuer or any Restricted Subsidiary in connection with one or more standby letters of credit, performance bonds or completion guarantees issued in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;
        (8)   [Reserved];
        (9)   Indebtedness owed to any Governmental Authority Incurred by Holdings, the Issuer or any Restricted Subsidiary in connection with obtaining any development rights or in lieu of payment of a tax or in consideration of a reduction in tax;
        (10) So long as no Event of Default has occurred and is continuing, Indebtedness (including under the Credit Facility) of Holdings, the Issuer or any Restricted Subsidiary not otherwise permitted to be Incurred pursuant to the provisions of the first paragraph of this covenant or this paragraph in an aggregate amount outstanding as of the date of any Incurrence of such Indebtedness not to exceed $50.0 million;
        (11) Indebtedness of Holdings, the Issuer or any Restricted Subsidiary represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Holdings, the Issuer or such Restricted Subsidiary in an aggregate principal amount (including all Permitted Refinancing Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (11)) not to exceed $20.0 million at any time outstanding; or
        (12) Permitted Refinancing Indebtedness Incurred by Holdings, the Issuer or any Restricted Subsidiary in respect of Indebtedness of Holdings, the Issuer or any Restricted Subsidiary outstanding pursuant to the provisions of the first paragraph of this covenant or clauses (1), (2), (11) and this clause (12) of this paragraph; provided, however, any such Permitted Refinancing Indebtedness may be Incurred up to 60 days prior to the repayment, repurchase or redemption of the Indebtedness being refinanced, redeemed or repaid with such Permitted Refinancing Indebtedness; provided, further, that prior to any repayment, repurchase or redemption of the Indebtedness being refinanced with such Permitted Refinancing Indebtedness, Holdings, the Issuer or the applicable Restricted Subsidiary may temporarily invest the proceeds of such Permitted Refinancing Indebtedness in Temporary Cash Investments or use the proceeds of such Permitted Refinancing Indebtedness to pay down Indebtedness under the revolving credit portion of the Credit Facility.
        For purposes of determining compliance with the "Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (1) through (12) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to (a) classify such item of Indebtedness on the date of its Incurrence in any manner that complies with this covenant and (b) divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (1) through (12) above or as Incurred pursuant to the first paragraph of this covenant. The Issuer may reclassify such Indebtedness from time to time in its sole discretion and may classify any item of Indebtedness in part under one or more of the categories described in clauses (1) through (12) above and/or in part as Indebtedness entitled to be Incurred pursuant to the first paragraph of this section. Notwithstanding the foregoing, Indebtedness outstanding under the
49

Table of Contents
Credit Facility on the Merger Date initially will be deemed to have been Incurred on such date under clause (3) of the preceding paragraph, and may not later be reclassified.
        Accrual of interest, the accretion of principal amount, the payment of interest on any Indebtedness in the form of additional Indebtedness, fair value adjustments to the amount of Indebtedness and the payment of dividends in the form of additional Disqualified Stock or Preferred Stock, as applicable, in each case will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. The Issuer may rely on internal or publicly reported financial reports even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For the avoidance of doubt, any Incurrence of Indebtedness which is based upon or made in reliance on a computation based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal or publicly reported financial statements.
        Holdings and the Issuer shall not Incur, and shall not permit any Guarantor to Incur, any Indebtedness (including any Indebtedness described in clauses (1) through (12) of the second paragraph hereof) that is contractually subordinated in right of payment to any other Indebtedness of Holdings, the Issuer or such Guarantor, as applicable, unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Holdings, the Issuer or any Guarantor solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.
 Limitation on Restricted Payments
        Holdings and the Issuer shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment:
        (1)   a Default or an Event of Default shall have occurred and be continuing;
        (2)   the Issuer could not Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; or
        (3)   the aggregate amount of such Restricted Payment and all other Restricted Payments made by Holdings, the Issuer and the Restricted Subsidiaries from and after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) (including Restricted Payments permitted by clauses (1) and (11) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph) would exceed an amount equal, without duplication, to the sum of:
        (A)  50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the fiscal quarter in which the Merger Date occurs to the end of the most recent fiscal quarter ended immediately prior to the date of such Restricted Payment (or, in the case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);
        (B)  the aggregate proceeds received by the Issuer from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Merger Date (other than an issuance or sale (i) to a Subsidiary of the Issuer or an employee stock ownership plan or other trust established by the Issuer or any of its Subsidiaries or (ii) pursuant to clauses (3) or (4) in the following paragraph);
        (C)  the amount by which Indebtedness of Holdings, the Issuer or any Restricted Subsidiary is reduced on Issuer's balance sheet upon the conversion or exchange (other than
50

Table of Contents
an issuance or sale to a Subsidiary of the Issuer or an employee stock ownership plan or other trust established by Holdings or any of its Subsidiaries) subsequent to the Merger Date, of any Indebtedness of Holdings, the Issuer or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash or other property distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange);
        (D)  the amount equal to the net reduction in Investments that were treated as Restricted Payments subsequent to the Merger Date resulting from:
        (1)   payments of dividends, repayments of loans or advances or other transfers of assets to Holdings, the Issuer or any Restricted Subsidiary or the satisfaction or reduction (other than by means of payments by Holdings, the Issuer or any Restricted Subsidiary) of obligations of other Persons which have been Guaranteed by Holdings, the Issuer or any Restricted Subsidiary; or
        (2)   the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries, in each case such net reduction in Investments being:
        (x)   valued as provided in the definition of "Investment,"
        (y)   an amount not to exceed the aggregate amount of Investments previously made by Holdings, the Issuer or any Restricted Subsidiary which were treated as a Restricted Payment when made, and
        (z)   included in this clause (D) only to the extent not included in Consolidated Net Income; and
        (E)  $15.0 million.
        The provisions of the preceding paragraph shall not prohibit:
        (1)   the payment of any dividend within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with the provisions of the indenture;
        (2)   the redemption or repurchase of any Capital Stock or Indebtedness of the Issuer (other than any Capital Stock or Indebtedness which is held or beneficially owned by the Issuer or any Affiliate of the Issuer);
        (A)  if the holder or beneficial owner of such Capital Stock or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or
        (B)  if necessary in the reasonable, good faith judgment of the Board of Directors, as evidenced by a Board Resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Issuer and its Subsidiaries, taken as a whole, or would restrict the ability of the Issuer or any of its Subsidiaries to conduct business in any gaming jurisdiction;
        (3)   any purchase, redemption or other acquisition or retirement of Capital Stock of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (other than Disqualified Stock) of the Issuer;
        (4)   any purchase, redemption or other acquisition or retirement of the Indebtedness of any Person made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (other than Disqualified Stock) of the Issuer;
51

Table of Contents
        (5)   any purchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee from the proceeds of Permitted Refinancing Indebtedness Incurred within 60 days of such repurchase, redemption, defeasance or other acquisition or retirement of such Indebtedness;
        (6)   cash payments in lieu of fractional shares issuable as dividends on Capital Stock of Holdings, the Issuer or any Restricted Subsidiary;
        (7)   the redemption or repurchase of any Capital Stock to the extent required by a final non-appealable order or judgment entered by a court or courts of competent jurisdiction;
        (8)   any Permitted Tax Distribution;
        (9)   so long as no Default or Event of Default has occurred and is continuing, repurchases by the Issuer or Holdings of Holdings common stock or options, warrants or other securities exercisable or convertible into such common stock (excluding any debt security that is convertible into, or exercisable for, common stock) held by employees, officers, consultants or directors of Holdings or any of its direct or indirect Subsidiaries upon death, disability or termination of employment or directorship of such employees, officers, consultants or directors not to exceed $5.0 million in the aggregate in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10.0 million in any calendar year);
        (10) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates, in each case as described in this prospectus;
        (11) so long as no Default or Event of Default has occurred and is continuing, the repurchase of Indebtedness subordinated in right of payment to the notes or any Note Guarantee with any Excess Proceeds as provided under "—Repurchase at the Option of Holders—Asset Sales; Event of Loss" or pursuant to provisions requiring such repurchase similar to those described under the caption "—Repurchase at the Option of Holders—Change of Control"; provided that all notes tendered by Holders in connection with a Change of Control Offer or Prepayment Offer, as applicable, have been repurchased, redeemed or acquired for value;
        (12) the declaration and payment of dividends and distributions to holders of any class of Disqualified Stock or Preferred Stock issued by Holdings or the Issuer after the Issue Date in accordance with the covenant set forth in the first paragraph under "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and
        (13) Restricted Payments made on or after the Issue Date not to exceed, together with all Restricted Payments made pursuant to this clause (13), $20.0 million in the aggregate.
 Limitation on Liens
        Holdings and the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of their Property, whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, which secures Indebtedness that ranks pari passu with or is subordinated to the notes unless:
        (1)   if such Lien secures Indebtedness that ranks pari passu in right of payment with the notes or any Note Guarantee, the notes or such Note Guarantee are secured on an equal and ratable basis with the obligations so secured; or
52

Table of Contents
        (2)   if such Lien secures Indebtedness that is subordinate in right of payment to the notes or any Note Guarantee, the notes or such Note Guarantee are secured on a senior basis to the obligations so secured.
 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:
        (1)   pay dividends or make any other distributions to Holdings, the Issuer or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits;
        (2)   pay any Indebtedness owed to Holdings, the Issuer or any Restricted Subsidiary;
        (3)   make loans or advances to Holdings, the Issuer or any Restricted Subsidiary; and
        (4)   transfer any of its Property to Holdings, the Issuer or any Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of:
        (A)  (i) the notes, the indenture or any guarantees thereof and (ii) agreements in effect on the Issue Date;
        (B)  applicable law, including rules, regulations or orders issued by any Gaming Authority;
        (C)  customary nonassignment provisions in contracts, leases or licenses entered into in the ordinary course of business and consistent with past practices that are customary in the gaming, lodging or entertainment industry;
        (D)  Permitted Refinancing Indebtedness; provided, however, that any restrictions of the type described in clauses (1) through (4) above contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced;
        (E)  agreements in existence with respect to a Restricted Subsidiary at the time it is so designated or otherwise becomes a Restricted Subsidiary; provided, however, that such agreements are not entered into in anticipation or contemplation of such designation;
        (F)  provisions limiting the disposition or distribution of assets or Property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business with the approval of the Issuer's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
        (G)  Liens permitted to be Incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;
        (H)  purchase money obligations for Property or equipment acquired for use in the business of the Issuer or any of the Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the Property or equipment purchased or leased in the ordinary course of business;
        (I)   any instrument governing Indebtedness represented by industrial revenue or development bonds issued by a municipality and loaned to or otherwise guaranteed by Holdings, the Issuer or any of the Restricted Subsidiaries;
53

Table of Contents
        (J)   any agreement or instrument governing the New Secured Notes and any Credit Facility (including the Credit Facilities) permitted to be incurred pursuant to clause (3) of the second paragraph of the covenant described under "—Limitations on Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; or
        (K)  other obligations under the New Secured Notes or the notes offered hereby.
        Nothing contained in this covenant shall prevent Holdings, the Issuer or any Restricted Subsidiary from granting any Lien permitted by the covenant described above under the caption "—Limitation on Liens."
 Limitation on Transactions with Affiliates
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, lease or exchange of any Property, the making of any Investment, the giving of any Guarantee or the rendering or receiving of any service) with, from or for the benefit of any Affiliate, any Related Person or any officer or director of any Affiliate or a Related Person involving aggregate consideration in excess of $10.0 million (an "Affiliate Transaction") unless:
        (1)   the terms of such Affiliate Transaction are in writing, in the best interest of Holdings, the Issuer or such Restricted Subsidiary, as the case may be, and at least as favorable to Holdings, the Issuer or such Restricted Subsidiary, as the case may be, as those that could be obtained at the time of such Affiliate Transaction in a similar transaction in arm's-length dealings with a Person who is not such an Affiliate, Related Person or officer or director of an Affiliate or Related Person; and
        (2)   with respect to each Affiliate Transaction involving aggregate payments to either party in excess of $25.0 million, such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and that such Affiliate Transaction complies with clause (1).
        Notwithstanding the foregoing limitation, Holdings, the Issuer or any of the Restricted Subsidiaries may enter into or suffer to exist the following:
        (1)   any transaction pursuant to any contract in existence on the Issue Date;
        (2)   any Restricted Payment permitted to be made pursuant to the covenant described above under the caption "—Limitation on Restricted Payments";
        (3)   any transaction or series of transactions between Holdings, the Issuer or any Restricted Subsidiary or between two or more of the Restricted Subsidiaries;
        (4)   the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of, indemnity provided on behalf of, and reimbursement of expense to, officers, directors, employees and consultants of Holdings, the Issuer or any of the Restricted Subsidiaries;
        (5)   the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiary of its obligations under the Merger Agreement; and
        (6)   any contribution of capital to Holdings, the Issuer or any Restricted Subsidiary.
 Limitation on Status as an Investment Company
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, become an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), to the extent such status would subject such Person or any of its Subsidiaries to regulation under the Investment Company Act, except for Subsidiaries established for the purpose of financing the operating businesses of Holdings and its Subsidiaries.
54

Table of Contents
 Payment for Consent
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
 Merger, Consolidation and Sale of Assets
        Holdings and the Issuer shall not merge or consolidate with or into any other entity (other than a merger or consolidation of a Restricted Subsidiary with or into Holdings or the Issuer) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its Property unless:
        (1)   the entity formed by or surviving any such consolidation or merger (if Holdings or the Issuer is not the surviving entity) or the Person to which such sale, assignment, transfer, lease or conveyance is made (the "Successor"):
        (A)  shall be a Person (other than an individual) organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such Person expressly assumes, by supplemental indenture, executed and delivered to the Trustee by such Person, the due and punctual payment of the principal, premium, if any, and interest on all the notes, according to their tenor, and the due and punctual performance and observance of all the covenants, conditions and obligations under the notes and the indenture to be performed by the Issuer; and
        (B)  the Successor shall have all Gaming Licenses required to be obtained by such Successor;
        (2)   in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Issuer's Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
        (3)   immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and
        (4)   immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), either (x) the Issuer or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or (y) Holdings' Consolidated Fixed Charge Coverage Ratio would be equal to or greater than Holdings' Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction.
        Notwithstanding the foregoing, the Merger and the transactions contemplated by the Merger Agreement were permitted.
 Business Activities
        Holdings and the Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Related Business, except to such extent as would not be material to Holdings, the Issuer and the Restricted Subsidiaries taken as a whole.
55

Table of Contents
 Additional Note Guarantees
        If Holdings, the Issuer or any of the Restricted Subsidiaries acquires or creates a Significant Subsidiary, or any non-Guarantor Restricted Subsidiary becomes a Significant Subsidiary after the Issue Date, then such Restricted Subsidiary shall become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfying the requirements of the indenture within 30 days following the date on which it was acquired, created or otherwise became a Significant Subsidiary (or such longer period as may be required to obtain any necessary approvals under applicable Gaming Laws or other regulatory requirements). Any Subsidiary that does not constitute a Significant Subsidiary need not become a Guarantor unless and until such time as it becomes a Significant Subsidiary. Holdings and the Issuer shall use commercially reasonable efforts to obtain all approvals of any Gaming Authority necessary to permit any Significant Subsidiary to become a Guarantor as promptly as practicable.
 Designation of Restricted and Unrestricted Subsidiaries
        The Board of Directors may designate any Restricted Subsidiary and any newly acquired or newly formed Subsidiary to be an Unrestricted Subsidiary; provided that:
        (A)  such designation would not cause a Default;
        (B)  such Subsidiary has no Indebtedness other than Qualified Non-Recourse Debt; and
        (C)  such Subsidiary does not own any Capital Stock or Indebtedness of or own or hold any lien on any Property of Holdings or any Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated.
        If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Holdings, the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Limitation on Restricted Payments" or under one or more clauses of the definition of Permitted Investment, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the requirements to be an Unrestricted Subsidiary.
        Any designation of a Subsidiary of Holdings as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that (1) such designation complied with the preceding conditions and (2) was permitted by the covenant described above under the caption "—Limitation on Restricted Payments" and giving the effective date of such designation, such filing with the Trustee to occur within 75 days after the end of the fiscal quarter of the Issuer in which such designation is made (or, in the case of a designation made during the last fiscal quarter of the fiscal year, within 120 days after the end of such fiscal year). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the covenant described under the caption "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock," the Issuer will be in default of such covenant.
        The Board of Directors may at any time designate, or redesignate, any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation, or redesignation, will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation, or redesignation, will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Limitation on
56

Table of Contents
Indebtedness and Issuance of Disqualified Stock and Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable Reference Period and (2) no Default or Event of Default would be in existence following such designation or redesignation.
 Reports
        Whether or not required by the Commission, so long as any notes are outstanding, the Issuer will furnish to the Trustee and the Holders of notes, within 15 days after the applicable time periods specified in the Commission's rules and regulations:
        (1)   all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Issuer's certified independent accountants; and
        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.
        All such reports will be prepared in all material respects in accordance with the information requirements applicable to such reports. Notwithstanding the foregoing, in no event will the Issuer be required to furnish any disclosure, information, certificates or reports required by Items 307, 308, 402 or 601(b)(31) and (32) of Regulation S-K or Rules 3-10 or 3-16 of Regulation S-X. The Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the Commission.
        Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders of the notes if (a) the Issuer has filed (or, in the case of a report on Form 8-K, furnished) such reports with the Commission via the EDGAR filing system and such reports are publicly available or (b) the reports are posted on the Issuer's website; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the "EDGAR" system (or its successor) or are publicly available and/or accessible electronically.
        Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
        The indenture will permit the Issuer to satisfy its obligations under this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating financial information that explains in reasonable detail the differences between the information relating to Holdings and any of its Subsidiaries other than the Issuer, its Subsidiaries and the other Guarantors, on the one hand, and the information relating to the Issuer, its Subsidiaries that are Guarantors and the other Guarantors, if any, and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.
        Notwithstanding any other provision of the indenture, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (4) under "Events of Default and Remedies" until 120 days after the date any report hereunder is due.
57

Table of Contents
 Events of Default and Remedies
        Each of the following is an "Event of Default":
        (1)   default with respect to payment of interest on any of the notes when it becomes due and payable, and the continuance of such default for a period of 30 days;
        (2)   default with respect to payment of principal or premium, if any, on any of the notes when due at maturity, upon acceleration, required purchase or otherwise;
        (3)   failure by the Issuer to observe, perform or comply with the covenants and agreements in the covenant described above under the caption "—Merger, Consolidation and Sale of Assets";
        (4)   failure by the Issuer or any Guarantor to observe, perform or comply with any of the other covenants and agreements in the indenture, the notes or the Note Guarantees and such failure to observe, perform or comply continues for a period of 60 days after receipt by the Issuer of a written notice from the Trustee or Holders of not less than 25% in aggregate principal amount of the notes (including any additional notes, if any) then outstanding;
        (5)   Indebtedness of Holdings, the Issuer or any Restricted Subsidiary is not paid when due or within any applicable grace period or is accelerated by the holders thereof and, in either case, the total amount of such unpaid or accelerated Indebtedness exceeds $25.0 million;
        (6)   the entry by a court of competent jurisdiction of one or more judgments or orders against Holdings, the Issuer or any Restricted Subsidiary in an uninsured aggregate amount in excess of $25.0 million and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days;
        (7)   certain events of bankruptcy, insolvency or reorganization described in the indenture affecting Holdings, the Issuer or any Guarantor that is a Significant Subsidiary or any group of the Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and
        (8)   except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person controlling such Guarantor, denies or disaffirms its obligations under its Note Guarantee, and such default continues for a period of 10 days.
        A Default under clauses (5) or (6) above is not an Event of Default until the Trustee or Holders of not less than 25% in aggregate principal amount of the notes notify the Issuer of the Default; provided that any Default under clause (5) above resulting from a default or acceleration with respect to Indebtedness will not be considered an Event of Default if such default or acceleration is cured or annulled, respectively, within 30 days of the receipt by the Issuer of the abovementioned notice of Default from the Trustee or Holders of not less than 25% in aggregate principal amount of the notes.
        The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Default or Event of Default, its status and what action the Issuer and/or any Guarantor are taking or proposes to take with respect thereto.
        The indenture provides that the Trustee, within 90 days after the occurrence of any continuing Default or Event of Default that is actually known to a Responsible Officer of the Trustee, will give notice to the Holders; provided , however , that, except in the case of a default in payment of principal of or interest on the notes, the Trustee may withhold such notice as long as it in good faith determines that such withholding is in the interest of the Holders.
        Subject to the last paragraph of "Events of Default and Remedies," the indenture provides that if an Event of Default (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization described in clause (7) above) shall have occurred and be continuing, the
58

Table of Contents
Trustee or the Holders of not less than 25% in aggregate principal amount of the notes then outstanding may accelerate the maturity of all the notes by a notice in writing to the Issuer (and to the Trustee, if given by the Holders) specifying the Event of Default and that it is a "notice of acceleration" and on the fifth business day after delivery of such notice, the principal amount, together with any accrued and unpaid interest and premium if any, on all of the notes then outstanding will become immediately due and payable. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization described in clause (7) above shall occur, the notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.
        The Holders of a majority in aggregate principal amount of the notes then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, subject to certain limitations specified in the indenture.
        The Holders of a majority in aggregate principal amount of the then outstanding notes (including any additional notes, if any) voting in a single class by written notice to the Trustee may, on behalf of the Holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium, if any, or interest on the notes.
        No Holder will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless:
        (1)   such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;
        (2)   Holders of at least 25% in aggregate principal amount of the notes then outstanding shall have made written request and offered reasonable indemnity and/or security to the Trustee to institute such proceeding as a trustee; and
        (3)   the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.
        However, such limitations do not apply to a suit instituted by a Holder for enforcement of payment of the principal of and premium, if any, or interest on such Holder's note on or after the respective due dates expressed in such note (including in connection with an offer to purchase).
 No Personal Liability of Directors, Officers, Employees and Stockholders
        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.
59

Table of Contents
 Legal Defeasance and Covenant Defeasance
        The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:
        (1)   the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;
        (2)   the Issuer's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's and the Guarantors' obligations in connection therewith; and
        (4)   the Legal Defeasance provisions of the indenture.
        In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to the Issuer) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.
        In order to exercise either Legal Defeasance or Covenant Defeasance:
        (1)   the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;
        (2)   in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:
        (a)   the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or
        (b)   since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
        (3)   in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
60

Table of Contents
        (4)   no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or to the repayment of other Indebtedness being repaid concurrently);
        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;
        (6)   the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and
        (7)   the Issuer must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been complied with.
 Amendment, Supplement and Waiver
        Except as provided in the next three succeeding paragraphs, the indenture, the notes, or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes (including additional notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture, the notes, or the Note Guarantees, may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a tender offer, exchange offer for, or purchase of, the notes).
        Without the consent of each Holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting Holder):
        (1)   reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;
        (2)   reduce the rate of or extend the time for payment of interest on any note;
        (3)   reduce the principal of or extend the stated maturity of any note;
        (4)   reduce the premium payable upon the redemption of any note, waive a redemption payment with respect to any note or change the time at which a note may be redeemed (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");
        (5)   impair the right of any Holder to receive payment of principal of, or interest, or premium on the notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's notes, except (A) a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the then outstanding notes, (B) a waiver of the payment default that resulted from such acceleration and (C) any waiver or modification of the obligation to make a Change of Control Offer as a result of a Change of Control prior to the occurrence of a Change of Control;
        (6)   make any note payable in money other than that stated in the notes;
        (7)   make any change in the provisions of the indenture relating to waivers of past Defaults; or
61

Table of Contents
        (8)   make any change in the preceding amendment and waiver provisions.
        In addition, any amendment which releases any Guarantor from its obligations under any Note Guarantee (except as specified in the guaranty release provisions contained in the indenture prior to any such amendment) will require the consent of the Holders of at least 66 2 / 3 % in aggregate principal amount of the notes then outstanding.
        Notwithstanding the preceding, without the consent of any Holder of notes, the Issuer, the Guarantors, and the Trustee may amend or supplement the indenture, the notes, or the Note Guarantees to, among other things:
        (1)   cure any ambiguity, defect, mistake, omission or inconsistency;
        (2)   provide for the assumption of the Issuer's or a Guarantor's obligations to Holders of notes and Note Guarantees, as applicable, in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable;
        (3)   provide for uncertificated notes in addition to or in place of certificated notes;
        (4)   add any Note Guarantees with respect to the notes and to release such Note Guarantees when required or permitted by the terms of the indenture;
        (5)   secure the notes;
        (6)   add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of the notes or the Note Guarantees or to surrender any right or power conferred upon the Issuer or any Guarantor;
        (7)   make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder of notes;
        (8)   comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
        (9)   conform the text of the indenture, the notes, or the Note Guarantees to any provision of this "Description of Exchange Notes" to the extent that such provision in this "Description of Exchange Notes" was intended to be a verbatim recitation of a provision of the indenture, the notes, or the Note Guarantee as set forth in an Officers' Certificate;
        (10) provide for the issuance of additional notes in accordance with the limitations set forth in the indenture on the Issue Date; and
        (11) remove redemption provisions included in any additional notes that are no longer in effect.
        The consent of the Holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.
        After an amendment, supplement, or waiver of the indenture becomes effective, the Issuer is required to mail to the Holders of notes affected thereby a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders of notes, or any defect therein, will not impair or affect the validity of any such amended or supplemented indenture or waiver.
62

Table of Contents
 Satisfaction and Discharge
        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:
        (1)   either:
        (a)   all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
        (b)   all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, and accrued interest to the date of maturity or redemption;
        (2)   other than with respect to a discharge when the notes have become due and payable, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or to other Indebtedness being repaid concurrently) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
        (3)   the Issuer or any Guarantor has paid or caused to be paid all other sums payable by it under the indenture; and
        (4)   the Issuer has delivered irrevocable instructions to the Trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.
        In addition, the Issuer must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
 Concerning the Trustee
        If the Trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.
        The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
63

Table of Contents
 Additional Information
        Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Everi Holdings Inc., 7250 South Tenaya Way, Suite 100, Las Vegas, NV 89113, Attention: General Counsel.
 Governing Law
        The indenture provides that it and the notes are governed by, and construed in accordance with, the laws of the State of New York.
 Certain Definitions
        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.
        "Additional Assets" means:
        (1)   any Property (other than cash, cash equivalents or securities) to be owned by Holdings, the Issuer or a Restricted Subsidiary and used in a Related Business,
        (2)   the costs of improving, restoring, replacing or developing any Property owned by Holdings, the Issuer or a Restricted Subsidiary which is used in a Related Business or
        (3)   Investments in any other Person engaged primarily in a Related Business (including the acquisition from third parties of Capital Stock of such Person) as a result of which such other Person becomes a Restricted Subsidiary in compliance with the procedure for designation of Restricted Subsidiaries set forth below in the definition of "Restricted Subsidiary."
        "Affiliate" means, with respect to any Person, a Person:
        (1)   which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person,
        (2)   which directly or indirectly through one or more intermediaries beneficially owns or holds 10% or more of any class of the Voting Stock of such Person (or a 10% or greater equity interest in a Person which is not a corporation) or
        (3)   of which 10% or more of any class of the Voting Stock (or, in the case of a Person which is not a corporation, 10% or more of the equity interest) is beneficially owned or held directly or indirectly through one or more intermediaries by such Person.
        The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
        "Applicable Premium" means, with respect to any note on any redemption date (and as determined by the Issuer), the greater of:
        (1)   1.0% of the principal amount of the note; or
        (2)   the excess of:
        (A)  the present value at such redemption date of (i) the redemption price of the note at January 15, 2018 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the note through January 15, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
        (B)  the principal amount of the note, if greater.
64

Table of Contents
        "Asset Sale" means the sale, conveyance, transfer, lease or other disposition, whether in a single transaction or a series of related transactions (including, without limitation, dispositions pursuant to Sale/ Leaseback Transactions or pursuant to the merger of Holdings, the Issuer or any Restricted Subsidiary with or into any person other than Holdings, the Issuer or a Restricted Subsidiary), by Holdings, the Issuer or a Restricted Subsidiary to any Person other than Holdings, the Issuer or a Restricted Subsidiary of:
        (1)   any of the Capital Stock or other ownership interests of any Subsidiary of Holdings or the Issuer or
        (2)   any other Property of Holdings or the Issuer or any Property of any Restricted Subsidiary, in each case not in the ordinary course of business of Holdings, the Issuer or such Restricted Subsidiary.
        Notwithstanding the foregoing, the following items will not be deemed to be Asset Sales:
        (A)  any single transaction or series of related transactions that involves assets having a Fair Market Value of $10.0 million or less;
        (B)  any issuance or other such disposition of Capital Stock or other ownership interests of any Restricted Subsidiary to Holdings, the Issuer or another Restricted Subsidiary;
        (C)  any such disposition of Property between or among Holdings, the Issuer and the Restricted Subsidiaries;
        (D)  the sale or other disposition of cash or Temporary Cash Investments;
        (E)  any exchange of like Property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a Related Business;
        (F)  a Restricted Payment that is permitted by the covenant described above under the caption "Certain Covenants—Limitation on Restricted Payments";
        (G)  the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under "—Certain Covenants—Merger, Consolidation and Sale of Assets" or any disposition that constitutes a Change of Control;
        (H)  any grant of a non-exclusive license of trademarks, know-how, patents and any other intellectual property or intellectual property rights;
        (I)   dispositions that occur in the ordinary course of Holdings', the Issuer's or a Restricted Subsidiary's business in connection with Permitted Liens;
        (J)   any sale of inventory or other assets or any disposition of any obsolete, damaged or worn out property or equipment;
        (K)  the disposition of receivables in connection with the compromise, settlement or collection thereof;
        (L)  any Asset Sale prior to the Merger Date that is permitted by the Merger Agreement;
        (M) the Transactions; and
        (N)  any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind that occur in the ordinary course of Holdings', the Issuer's or any Restricted Subsidiary's business.
        "Attributable Indebtedness" means Indebtedness deemed to be Incurred in respect of a Sale/Leaseback Transaction and shall be, at the date of determination, the present value (discounted at the actual rate of interest implicit in such transaction, compounded annually), of the total obligations of the
65

Table of Contents
lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended).
        "Board of Directors" means the Board of Directors of the applicable Person or any committee thereof duly authorized to act on behalf of such Board.
        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors, to be in full force and effect on the date of such certification and delivered to the Trustee.
        "Capital Lease Obligations" means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP and the amount of such Indebtedness shall be the capitalized amount of such obligations determined in accordance with GAAP. For purposes of "—Certain Covenants—Limitation on Liens," Capital Lease Obligations shall be deemed secured by a Lien on the Property being leased.
        "Capital Stock" means, with respect to any Person, any and all shares or other equivalents (however designated) of corporate stock, partnership interests or any other participation, right, warrants, options or other interest in the nature of an equity interest in such Person, but excluding any debt security convertible or exchangeable into such equity interest.
        "Cash Contribution" means the funding of a portion of the funds required under the Merger Agreement from cash on hand of Holdings and its Subsidiaries, in an aggregate amount not less than $130.0 million.
        A "Change of Control" shall be deemed to occur if at any time after the Issue Date:
        (1)   (i) any "person" or "group" (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of 35% or more of the total voting power of all classes of the Voting Stock of Holdings and/or warrants or options to acquire such Voting Stock, calculated on a fully diluted basis or (ii) Holdings ceases to directly own 100% of the Capital Stock of the Issuer;
        (2)   the sale, lease, conveyance or other transfer of all or substantially all of the Property of Holdings or the Issuer (other than to any Restricted Subsidiary), determined on a consolidated basis, shall have occurred;
        (3)   the stockholders of Holdings or the Issuer shall have approved any plan of liquidation or dissolution of Holdings or the Issuer; or
        (4)   Holdings or the Issuer consolidates with or merges into another Person or any Person consolidates with or merges into Holdings or the Issuer in any such event pursuant to a transaction in which the outstanding Voting Stock of the Issuer is reclassified into or exchanged for cash, securities or other property, other than any such transaction where:
        (A)  the outstanding Voting Stock of the Issuer is reclassified into or exchanged for Voting Stock of the surviving corporation that is Capital Stock and
        (B)  the holders of the Voting Stock of the Issuer immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation immediately after such transaction in substantially the same proportion as before the transaction.
66

Table of Contents
        "Consolidated EBITDA" means, for any period, without duplication, the sum of:
        (1)   Consolidated Net Income; and
        (2)   to the extent Consolidated Net Income has been reduced thereby:
        (a)   total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)) (exclusive of any interest expense arising pursuant to the Vault Cash Agreement),
        (b)   provisions for taxes based on income and foreign withholding taxes,
        (c)   consolidated depreciation expense,
        (d)   consolidated amortization expense including amortization of Development Agreement expense,
        (e)   all preopening expenses paid or accrued,
        (f)    other noncash items reducing Consolidated Net Income,
        (g)   the amount of all other non-cash charges (including without limitation non-cash stock compensation expense),
        (h)   the amount of all fees and expenses incurred in connection with the Transaction and any Permitted Investment (whether or not consummated) during such period;
        (i)    the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Issue Date, costs related to the closure and/or consolidation of facilities, severance costs, retention charges, systems establishment costs and excess pension charges, excluding, for the avoidance of doubt, development costs in connection with unreleased products;
        (j)    the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Issuer in good faith to be reasonably anticipated to be realizable or for which a plan for realization shall have been established within 12 months of the date thereof (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions losses, charges and expenses relating to the Transactions incurred on or prior to the first anniversary of the Merger Date, including without limitation, integration costs; personnel restructuring, redundancy, severance or termination; one-time compensation charges; and the amount of any signing, retention and completion bonuses; provided that all steps have been taken for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Issuer); provided that the aggregate amount of addbacks made pursuant to this clause (j) in any four fiscal quarter period shall not exceed 15% of Consolidated EBITDA (after giving effect to any such addbacks) for such four fiscal quarter period,
minus other noncash items increasing Consolidated Net Income; all as determined on a consolidated basis for Holdings, the Issuer and the Restricted Subsidiaries in conformity with GAAP.
        "Consolidated Fixed Charge Coverage Ratio" means the ratio of Consolidated EBITDA during the Reference Period to the aggregate amount of Consolidated Fixed Charges during the Reference Period.
67

Table of Contents
        "Consolidated Fixed Charges" means, for any period, the total interest expense of Holdings, the Issuer and the Restricted Subsidiaries (but excluding any interest expense arising pursuant to the Vault Cash Agreement) including:
        (1)   the interest component of Capital Lease Obligations, which shall be deemed to accrue at any interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capital Lease Obligations,
        (2)   amortization of Indebtedness discount and commissions, discounts and other similar fees and charges owed with respect to Indebtedness,
        (3)   commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing,
        (4)   net costs pursuant to Interest Rate Agreements,
        (5)   dividends on all Preferred Stock of Restricted Subsidiaries held by Persons other than Holdings, the Issuer or a Restricted Subsidiary,
        (6)   interest attributable to the Indebtedness of any other Person for which Holdings, the Issuer or any Restricted Subsidiary is responsible or liable as obligor, guarantor or otherwise; plus
        (7)   any dividend or distribution, whether in cash, Property or securities, on Disqualified Stock of the Issuer;
minus (A) interest income and (B) non-cash interest expense to the extent such expense (i) consists of pay-in-kind interest or (ii) results from the accretion of earn-out obligations incurred in compliance with the indenture during such period.
        For the avoidance of doubt and consistent with GAAP, Consolidated Fixed Charges shall not include any capitalized interest.
        "Consolidated Funded Indebtedness" means, as of any date of determination, for Holdings, the Issuer and the Restricted Subsidiaries on a consolidated basis (exclusive of any Indebtedness of the Restricted Subsidiaries to Holdings, the Issuer or another Restricted Subsidiary or any Indebtedness of Holdings or the Issuer to any Restricted Subsidiary), the sum (without duplication) of (a) the outstanding principal amount of all Indebtedness for borrowed money, (b) the aggregate amount of all capital lease obligations, (c) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of Persons other than Holdings, the Issuer or any Restricted Subsidiary, and (d) all liabilities under any non-appealable judgment rendered against Holdings, the Issuer or any Restricted Subsidiary. Notwithstanding the foregoing, Consolidated Funded Indebtedness shall not include any Defeased Indebtedness. The amount of Consolidated Funded Indebtedness shall be deemed to be zero with respect to any letter of credit, unless and until a drawing is made with respect thereto. "Consolidated Funded Indebtedness" shall exclude the Consolidated Funded Indebtedness of each Unrestricted Subsidiary and all Subsidiaries of any Unrestricted Subsidiary.
        "Consolidated Net Income" means for any period, the net income (loss) of Holdings, the Issuer and its Subsidiaries determined in accordance with GAAP; provided, however, that the following items shall be excluded from the computation of Consolidated Net Income:
        (1)   any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that, subject to the limitations contained in (3) below,
        (A)  the net income (or, if applicable, the Issuer's equity in the net income) of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Holdings, the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a
68

Table of Contents
dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below) and
        (B)  the Issuer's equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period shall be included in determining such Consolidated Net Income;
        (2)   any net income (loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer, except that:
        (A)  subject to the limitations contained in (3) below, the Issuer's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Issuer or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause), and
        (B)  the Issuer's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;
        (3)   any gain or loss realized upon the sale or other disposition of any Property of Holdings, the Issuer or its consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;
        (4)   losses, charges and expenses relating to the Transactions incurred on or prior to the first anniversary of the Merger Date, including without limitation, measurement period adjustments; the effects of adjustments (including the effects of such adjustments pushed down to Holdings, the Issuer and the Restricted Subsidiaries) in any line item in such Person's consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting; integration costs; personnel restructuring, redundancy, severance or termination; one-time compensation charges; and the amount of any signing, retention and completion bonuses;
        (5)   items classified as extraordinary or any non-cash item classified as nonrecurring;
        (6)   any non-cash charges related to fair value adjustments;
        (7)   expenses or charges relating to the amortization of intangibles;
        (8)   deferred financing costs amortized or written off, and premiums and prepayment penalties and other fees, premiums or reserves paid in connection with any refinancing or repayment of Indebtedness, any amendment, supplement, consent or waiver in connection with any Indebtedness, or any acquisition, disposition or financing;
        (9)   any gain or loss realized in connection with any refinancing or repayment of Indebtedness;
        (10) accruals and reserves that are established or adjusted, in each case within 12 months of the subject transaction, as a result of the Transactions or any acquisition, Investment, asset disposition, write down or write off (including the related tax benefit) in accordance with GAAP (including any adjustment of estimated payouts on earn-outs); and
        (11) the cumulative effect of a change in accounting principles.
        For purposes of calculating Consolidated Net Income, any non-recurring charges or expenses of such Person or of a company or business acquired by such Person (in each case, including those relating to severance, relocation costs and one time compensation charges and any charges or expenses
69

Table of Contents
in connection with conforming accounting policies or reaudited, combining or restating financial information), in each case, incurred in connection with the purchase or acquisition of such acquired company or business by such Person shall be added to the Consolidated Net Income of such Person, to the extent any such charges or expenses were deducted in computing such Consolidated Net Income of such Person.
        "Consolidated Secured Leverage Ratio" means, with respect to any Reference Period, the ratio of (a) (i) Consolidated Funded Indebtedness that is secured by a Lien as of the last day of any such Reference Period minus (ii) the aggregate amount of cash and Temporary Cash Investments of Holdings and the Restricted Subsidiaries as of the last day of any such Reference Period (other than proceeds of any accordion facilities under any Credit Facility to be drawn at such time) that is not Restricted in an amount not to exceed $50.0 million in the aggregate to (b) Consolidated EBITDA for such Reference Period. For purposes hereof, the term "Restricted" means that the cash or Temporary Cash Investments (i) appear (or would be required to appear) as "restricted" on a consolidated balance sheet of Holdings or such Restricted Subsidiary, unless such appearance is related to the Credit Facility Incurred pursuant to clause (3) of the second paragraph of the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock" (or the Liens created thereunder), (ii) are subject to any Lien in favor of any Person other than the collateral agent in respect of the Credit Facility referred to in clause (i), or (iii) is vault cash supplied pursuant to the Vault Cash Agreement or is cash that is to be used to settle a settlement liability under the Vault Cash Agreement.
        "Credit Facilities" means the Credit Agreement, dated as of December 19, 2014, among Holdings, Everi Payments Inc. (formerly known as Global Cash Access, Inc.), as borrower, the financial institutions named therein, Bank of America, N.A., as administrative agent, letter of credit issuer and swing line lender, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.
        "Credit Facility" means (1) the Credit Facilities and (2) whether or not the Credit Facilities remain outstanding, if designated by the Issuer to be included in the definition of "Credit Facility," one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.
        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.
        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.
        "Defeased Indebtedness" means Indebtedness (a) that has been defeased or satisfied and dis-charged in accordance with the terms of the indenture or other agreement under which it was issued, (b) that has been called for redemption and for which funds sufficient to redeem such
70

Table of Contents
Indebtedness have been set aside by the Issuer, (c) for which amounts are set aside in trust or are held by a representative of the holders of such Indebtedness or any third party escrow agent pending satisfaction or waiver of the conditions for the release of such funds, or (d) that has otherwise been defeased or satisfied and discharged.
        "Development Agreements" means direct or indirect investments made (i) by way of placement fees paid for rights to place gaming units at gaming facilities or (ii) in the development, construction, remodel or expansion of gaming facilities, in either case including but not limited to Native American tribal gaming facilities, which investments may consist of notes receivable or credit extensions made to existing or prospective customers by one or more of Holdings, the Issuer or a Restricted Subsidiary, in the case of joint development agreements.
        "Disqualified Stock" of a Person means any Capital Stock of such Person:
        (1)   that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise
        (A)  matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
        (B)  is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or
        (C)  is convertible or exchangeable or exercisable for Indebtedness; and
        (2)   as to which the maturity, mandatory redemption, conversion or exchange or redemption at the option of the holder thereof occurs, or may occur, in the case of each of clauses (1) or (2) on or prior to the first anniversary of the Stated Maturity of the notes; provided, however, that such Capital Stock of the Issuer or any of its Subsidiaries shall not constitute Disqualified Stock if it is redeemable prior to the first anniversary of the Stated Maturity of the notes only if:
        (A)  the holder or a beneficial owner of such Capital Stock is required to qualify under the Gaming Laws and does not so qualify, or
        (B)  the Board of Directors determines in its reasonable, good faith judgment, as evidenced by a Board Resolution, that as a result of a holder or beneficial owner owning such Capital Stock, Holdings, the Issuer or any of its Subsidiaries has lost or may lose any Gaming License, which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of Holdings, the Issuer and its Subsidiaries, taken as a whole, or would restrict the ability of Holdings, the Issuer or any of its Subsidiaries to conduct business in any gaming jurisdiction.
        "Domestic Subsidiary" means any Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia.
        "Event of Loss" means, with respect to any Property with a Fair Market Value of more than $10.0 million, any loss, destruction or damage of such Property, or any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation or requisition of the use of such Property.
        "Everi Games" means Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.), a Texas corporation.
        "Exchange Act" means the Securities Exchange Act of 1934, as amended.
        "Fair Market Value" means with respect to any Property, the price which could be negotiated in an arm's-length free market transaction, between a willing seller and a willing buyer, neither of whom is
71

Table of Contents
under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined, except as otherwise provided:
        (1)   if such Property has a Fair Market Value of $15.0 million or less, by any Officer of the Issuer; or
        (2)   if such Property has a Fair Market Value in excess of $15.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days of the relevant transaction (or the date of the written agreement with respect to such transaction), delivered to the Trustee.
        "GAAP" means accounting principles generally accepted in the United States of America in effect on the date of the indenture.
        "Gaming Authority" means the Mississippi Gaming Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission and any other agency (including, without limitation, any agency established by a federally-recognized Indian tribe to regulate gaming on such tribe's reservation), authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever which has, or may at any time after the date of the indenture have, regulatory control or jurisdiction over the manufacture, sale, distribution or operation of gaming equipment, the design, operation or distribution of internet gaming services or products, the ownership or operation of any current or contemplated casinos, or any other gaming activities and operations or any other gaming activities of Holdings or any of its Subsidiaries, or any successor to such authority.
        "Gaming Laws" means all laws, including any rules, regulations, judgments, injunctions, orders, decrees or other restrictions of any Gaming Authority, applicable to the gaming industry or Indian Tribes or the manufacture, sale, lease, distribution or operation of gaming devices or equipment, the design, operation or distribution of internet gaming services or products, online gaming products and services, the ownership or operation of current or contemplated casinos or any other gaming activities and operations to which Holdings or any of its Subsidiaries is, or may at any time after the date of the indenture be, subject.
        "Gaming License" means any license, permit, finding of suitability, approval, registration, franchise or other authorization from any Gaming Authority required on the date of the indenture or at any time thereafter to own, lease, operate or otherwise conduct the gaming business of Holdings, the Issuer and its Subsidiaries, including all licenses granted under Gaming Laws and other Legal Requirements.
        "Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any Gaming Authority and any supra-national bodies such as the European Union or the European Central Bank).
        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such first Person:
        (1)   to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or
        (2)   entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.
72

Table of Contents
        "Guarantors" means Holdings and any Significant Subsidiary of Holdings that gives a Note Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.
        "Holdings" means Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.), a Delaware corporation.
        "Incur" means, with respect to any Indebtedness or other obligation of any Person to create, issue, incur (by conversion, exchange or otherwise), extend, assume, Guarantee or become liable, in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or obligation on the consolidated balance sheet of such Person including by merger or operation of law (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the foregoing).
        "Indebtedness" means (without duplication), with respect to any Person, any indebtedness, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the Property of such Person or only to a portion thereof), or the principal amount of such indebtedness evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the purchase price of any property (excluding any balances that constitute customer advance payments and deposits, accounts payable or trade payables, and other accrued liabilities arising in the ordinary course of business) if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, and shall also include, to the extent not otherwise included:
        (1)   any Capital Lease Obligations;
        (2)   Indebtedness of other Persons secured by a Lien to which the Property owned or held by such Person is subject, whether or not the obligation or obligations secured thereby shall have been assumed (the amount of such Indebtedness being deemed to be the lesser of the value of such Property or the amount of the Indebtedness so secured);
        (3)   Guarantees of Indebtedness of other Persons;
        (4)   any Disqualified Stock;
        (5)   any Attributable Indebtedness;
        (6)   all obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments or credit transactions issued for the account of such Person (including reimbursement obligations with respect thereto), other than obligations with respect to letters of credit securing obligations (other than obligations described in this definition) of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;
        (7)   in the case of the Issuer, Preferred Stock of its Restricted Subsidiaries; and
        (8)   obligations pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement.
        Notwithstanding the foregoing, Indebtedness shall not include any interest, accrued interest or customary earn-out obligations or other contingent consideration until due and payable. For purposes of this definition, the maximum fixed repurchase price of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to the
73

Table of Contents
indenture; provided, however, that if such Disqualified Stock or Preferred Stock is not then permitted to be repurchased, the repurchase price shall be the book value of such Disqualified Stock or Preferred Stock. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability of any other obligations described in clauses (1) through (8) above in respect thereof at such date. Notwithstanding the foregoing, Indebtedness shall not include obligations arising solely out of the conversion of "vault cash" supplied pursuant to the Vault Cash Agreement (as amended, modified, supplemented or replaced from time to time to the extent permitted hereunder) for normal operating requirements of the ATMs into obligations of the Issuer by operation of the Vault Cash Agreement so long as the proceeds of such obligations are used solely in the ATMs, as provided in the Vault Cash Agreement and for no other purpose.
        "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc.
        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement.
        "Investment" by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others), in connection with the performance of obligations under any completion guaranty or otherwise, to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Indebtedness issued by, any other Person, including the designation by the Board of Directors of a Person to be an Unrestricted Subsidiary. The amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto, and minus the amount of any portion of such Investment repaid to the Person making such Investment in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustments for increases or decreases in value, write- ups, write-downs or write-offs with respect to such Investment. In determining the amount of any Investment in respect of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.
        "Issue Date" means the date on which the notes are initially issued.
        "Legal Requirements" means all laws, statutes and ordinances and all rules, orders, rulings, regulations, directives, decrees, injunctions and requirements of all governmental authorities, that are now or may hereafter be in existence, and that may be applicable to Holdings or any Subsidiary or Affiliate thereof (including building codes, zoning and environmental laws, regulations and ordinances and Gaming Laws), as modified by any variances, special use permits, waivers, exceptions or other exemptions which may from time to time be applicable.
        "Lien" means with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). Any Sale/Leaseback Transaction shall be deemed to constitute a Lien on the Property which is the subject of such Sale/Leaseback Transaction securing the Attributable Indebtedness represented thereby.
        "Merger" means the consummation of the merger of Merger Sub with and into Everi Games pursuant to the Merger Agreement.
74

Table of Contents
        "Merger Agreement" means that certain Agreement and Plan of Merger entered into on September 8, 2014 by and among Holdings, Merger Sub and Everi Games, as amended, modified, supplemented or restated from time to time.
        "Merger Date" means the date on which the Merger occurs.
        "Merger Sub" means Movie Merger Sub, Inc., a Texas corporation.
        "Moody's" means Moody's Investors Service, Inc.
        "Net Cash Proceeds" with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
        "Net Proceeds" from any Asset Sale or Event of Loss by any Person or its Restricted Subsidiaries means cash and cash equivalents received in respect of the Property sold or with respect to which an Event of Loss occurred, excluding business interruption or delay in completion insurance proceeds, and net of:
        (1)   all reasonable out-of-pocket expenses of such Person or such Restricted Subsidiary incurred in connection with an Asset Sale or Event of Loss, including, without limitation, all legal, title and recording tax expenses, commissions and fees and expenses incurred (but excluding any finder's fee or broker's fee payable to any Affiliate of such Person) and all Federal, state, provincial, foreign and local taxes arising in connection with such Asset Sale or Event of Loss that are paid or required to be accrued as a liability under GAAP by such Person or its Restricted Subsidiaries,
        (2)   all payments made by such Person or its Restricted Subsidiaries on any Indebtedness which is secured by such Property in accordance with the terms of any Lien upon or with respect to such Property or which must, by the terms of such Lien, or in order to obtain a necessary consent to such Asset Sale or by applicable law, be repaid out of the proceeds from such Asset Sale or Event of Loss, and
        (3)   all contractually required distributions and other payments made to minority interest holders (but excluding distributions and payments to Affiliates of such Person) in Restricted Subsidiaries of such Person as a result of such Asset Sale or Event of Loss;
provided, however, that, in the event that any consideration for an Asset Sale or Event of Loss (which would otherwise constitute Net Proceeds) is required to be held in escrow pending determination of whether a purchase price adjustment will be made, such consideration (or any portion thereof) shall become Net Proceeds only at such time as it is released to such Person or its Restricted Subsidiaries from escrow; and provided , further , that any noncash consideration received in connection with an Asset Sale or Event of Loss which is subsequently converted to cash shall be deemed to be Net Proceeds at and from the time of such conversion.
        "New Secured Notes" means the senior secured notes due 2021 of the Issuer under the New Secured Purchase Agreement in an aggregate principal amount of $350.0 million, but not any additional notes issued under such purchase agreement.
        "New Secured Purchase Agreement" means that certain note purchase agreement, dated as of April 15, 2015, by and between the Issuer, Holdings, as parent, CPPIB Credit Investments III Inc., as purchaser, and Deutsche Bank Trust Company Americas, as collateral agent thereunder.
        "Note Guarantee" means the Guarantee by each Guarantor of the Issuer's obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.
75

Table of Contents
        "Officer" means the Chief Executive Officer, President, Treasurer, any Executive Vice President, Senior Vice President or any Vice President of the Issuer.
        "Officers' Certificate" means a certificate signed by two Officers of the Issuer, at least one of whom shall be the principal executive officer, principal accounting officer or principal financial officer of the Issuer.
        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or Guarantor.
        "Pari Passu Indebtedness" means:
        (1)   with respect to the Issuer, any Indebtedness which ranks pari passu in right of payment with the notes; and
        (2)   with respect to any Guarantor, any Indebtedness which ranks pari passu in right of payment with such Guarantor's Note Guarantee.
        The determination of whether any Indebtedness ranks pari passu in right of payment shall not take into account whether or not such Indebtedness is secured by any collateral.
        "Permitted Investment" means an Investment by Holdings, the Issuer or any Restricted Subsidiary in:
        (1)   a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;
        (2)   another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, Holdings, the Issuer or a Restricted Subsidiary; provided, however, that such Person's primary business is a Related Business;
        (3)   Temporary Cash Investments;
        (4)   receivables owing to Holdings, the Issuer or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, including without limitation credit extended to customers; provided, however, that such trade terms may include such concessionary trade terms as Holdings, the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;
        (5)   payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
        (6)   loans or advances to employees made in the ordinary course of business consistent with past practices of Holdings, the Issuer or such Restricted Subsidiary, as the case may be;
        (7)   stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to Holdings, the Issuer or any Restricted Subsidiary or in satisfaction of judgments;
        (8)   any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date so long as such extension, modification or renewal does not increase the Investment as in effect at the Issue Date or is not materially adverse to the interests of the noteholders;
76

Table of Contents
        (9)   securities received pursuant to clause (2) of the first paragraph under the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales; Event of Loss";
        (10) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;
        (11) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property in the ordinary course of business;
        (12) other Investments in an aggregate amount not to exceed, together with all Investments made pursuant to this clause (12), $25.0 million in the aggregate; and
        (13) any Investment required by a Gaming Authority or made in lieu of payment of a tax or in consideration of a reduction in tax.
        "Permitted Liens" means:
        (1)   Liens securing Indebtedness and other obligations under any Credit Facility in an amount not to exceed the amount of Indebtedness permitted to be Incurred pursuant to clause (3) of the second paragraph of the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock";
        (2)   Liens securing obligations of Holdings, the Issuer or a Restricted Subsidiary in connection with Interest Rate Agreements and Currency Exchange Protection Agreements permitted to be Incurred pursuant to clauses (5) and (6), respectively, of the second paragraph of the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock";
        (3)   Liens for taxes, assessments or governmental charges or levies on the Property of Holdings, the Issuer or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;
        (4)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens which secure payment of obligations arising in the ordinary course of business;
        (5)   Liens in favor of issuers of performance bonds and surety bonds obtained in the ordinary course of business;
        (6)   other Liens incidental to the conduct of its business or the ownership of its Properties which were not created in connection with the Incurrence of Indebtedness or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof in the operation of its business, including without limitation leases, subleases, licenses and sublicenses;
        (7)   Liens arising from Uniform Commercial Code financing statements regarding operating leases;
        (8)   pledges or deposits under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which Holdings, the Issuer or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of Holdings, the Issuer or any Restricted Subsidiary, or deposits for the payment of rent, or deposits to secure liability to insurance carriers, in each case Incurred in the ordinary course of business;
        (9)   minor survey exceptions;
77

Table of Contents
        (10) utility easements, building or zoning restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and do not materially detract from the value of such Property;
        (11) Liens existing on the Issue Date (other than pursuant to clause (1) above);
        (12) Liens securing obligations to a trustee pursuant to the compensation and indemnity provisions of any indenture and Liens created for the benefit of (or to secure) the notes or the Note Guarantees;
        (13) Liens (including extensions and renewals thereof) upon real or tangible personal property acquired by that Person after the date of the indenture; provided that
        (A)  any such Lien is created solely for the purpose of securing Indebtedness representing, or Incurred to finance, refinance or refund, all costs (including the cost of construction, installation or improvement) of the item of Property subject thereto,
        (B)  the principal amount of the Indebtedness secured by that Lien does not exceed 100% of that cost,
        (C)  that Lien does not extend to or cover any other Property other than that item of Property and any improvements on that item or is otherwise a Permitted Lien under clause (32) of this definition, and
        (D)  the Incurrence of that Indebtedness is permitted by the covenant described above under the caption "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock";
        (14) Liens on any property to secure all or part of the cost of improvements or construction thereon or Indebtedness incurred to provide funds for that purpose in a principal amount not exceeding the cost of those improvements or construction;
        (15) Liens upon specific items of inventory or other goods and proceeds of that Person securing that Person's obligations in respect of bankers' acceptances issued or created for the account of that Person to facilitate the purchase, shipment or storage of that inventory or other goods;
        (16) Liens securing reimbursement obligations with respect to commercial letters of credit issued for the account of that Person which encumber documents and other Property relating to those commercial letters of credit and the products and proceeds thereof;
        (17) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by that Person;
        (18) licenses, leases or subleases granted to others not interfering in any material adverse respect with the business of that Person or any of its Subsidiaries;
        (19) Liens encumbering Property or assets of that Person under construction arising from progress or partial payments by a customer of that Person or one of its Subsidiaries relating to that Property or assets;
        (20) Liens encumbering customary initial deposits and margin accounts, and other Liens incurred in the ordinary course of business and which are within the general parameters customary in the gaming industry;
        (21) Liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements under Gaming Laws of that Person or its Subsidiaries;
78

Table of Contents
        (22) Liens that are contractual rights of setoff relating to depositary relations with financial institutions and securities intermediaries;
        (23) Liens on cash collateral required to be deposited pursuant to the terms of the Credit Facility to secure the funding obligations of any defaulting lender, including cash collateral deposited with respect to any unreimbursed drawing under a letter of credit;
        (24) any interest or title of a lessor in the Property subject to any Capitalized Lease Obligation or operating lease which, in each case, is permitted under the indenture or purchase money Indebtedness which is permitted to be incurred under the indenture pursuant to the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock";
        (25) Liens related to Capital Lease Obligations, mortgage financings or purchase money obligations incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Holdings, the Issuer or any Restricted Subsidiary which, in each case, is permitted under the indenture pursuant to clause (11) of the second paragraph of the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that in each case, any such Lien encumbers only the asset or assets so financed, purchased, constructed or improved;
        (26) Liens arising out of conditional sale, title retention consignment or similar arrangements for the sale of goods entered into by that Person or any of its Subsidiaries in the ordinary course of business;
        (27) Liens for judgments or orders not giving rise to an Event of Default and deposits to secure surety or appeal bonds;
        (28) Liens on Property acquired by Holdings, the Issuer or any Restricted Subsidiary (including an indirect acquisition of Property by way of a merger of a Person with or into Holdings, the Issuer or any Restricted Subsidiary or the acquisition of a Person), provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation, and were not created in connection therewith or in anticipation thereof, and provided, further, that such Liens do not extend to any additional Property or assets of Holdings, the Issuer or any Restricted Subsidiary;
        (29) pledges or deposits made by such Person in connection with any letter of intent or purchase agreement;
        (30) Liens securing Permitted Refinancing Indebtedness permitted to be Incurred under the indenture; provided that such Liens extend only to the Property or assets of Holdings, the Issuer or any Restricted Subsidiary encumbered by the refinanced Indebtedness unless the Incurrence of such Liens is otherwise permitted under the indenture;
        (31) Liens in favor of Holdings, the Issuer or any Restricted Subsidiary;
        (32) Liens not specified in the foregoing; provided that the aggregate Indebtedness secured by the Liens under this clause (32) does not exceed $25.0 million at any one time outstanding as of the date any such Lien is granted or otherwise becomes effective in reliance on this clause (32). For the avoidance of doubt, Liens Incurred in reliance on this clause (32) may secure Indebtedness in an amount in addition to Indebtedness that is also secured by Liens Incurred in reliance on one or more other clauses of this definition; and
        (33) Liens on assets of Holdings or any of its Restricted Subsidiaries securing Indebtedness that was permitted under the indenture to be incurred pursuant to clause (1)(b) of the second
79

Table of Contents
paragraph of the covenant captioned "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock".
        "Permitted Refinancing Indebtedness" means any renewals, repurchases, redemptions, extensions, substitutions, by Holdings, the Issuer or any of the Restricted Subsidiaries, of its Indebtedness including any successive extensions, renewals, substitutions, refinancings or replacements (and including refinancings by Holdings, the Issuer of Indebtedness of a Restricted Subsidiary):
        (1)   to the extent that the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, repurchased, redeemed, extended, substituted, refinanced or replaced (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);
        (2)   so long as the Weighted Average Life to Maturity and Stated Maturity is not shortened;
        (3)   so long as the new Indebtedness is not be senior in right of payment to the Indebtedness that is being renewed, repurchased, redeemed, extended, substituted, refinanced or replaced; and
        (4)   to the extent such Indebtedness was unsecured, such new Indebtedness shall not be secured;
provided, however, that Permitted Refinancing Indebtedness shall not include Indebtedness of the Issuer or any Guarantor that refinances Indebtedness of a Subsidiary that is not a Guarantor.
        "Permitted Tax Distribution" means, with respect to the Issuer relative to any tax period, (1) the U.S. federal, state and local income taxes that would have been payable for such tax period by the Issuer and its Restricted Subsidiaries (the "Group") if the Group were a stand-alone income tax group for all tax periods ending after the date hereof (and the foregoing stand-alone group treatment shall apply to all transactions between members of the Group (on the one hand) and Affiliates of the Issuer that are not members of the Group (on the other hand) other than any sales that result in "deferred intercompany gain" or "deferred intercompany loss" for purposes of Section 1502 of the Code, determined in accordance with relevant U.S. federal, state or local income tax statutes and regulations, minus (2) the amount of any such U.S. federal, state or local income taxes paid directly by members of the Group for such tax period, plus (3) without duplication for any amounts determined under clauses (1) or (2), the amount of any incremental stand- alone U.S. federal, state or local income taxes that would have been assessed in respect of members of the Group in connection with audit adjustments after the date hereof made as a result of federal, state or local income tax examinations (less any portion of such amounts paid directly by members of the Group).
        "Person" means any individual, corporation, company (including limited liability company), partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.
        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person.
        "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Stock in any other Person (but excluding Capital Stock or other securities issued by such first Person).
        "Public Equity Offering" means an underwritten public offering of Capital Stock of the Issuer pursuant to an effective registration statement under the Securities Act.
80

Table of Contents
        "Qualified Non-Recourse Debt" means Indebtedness:
        (1)   as to which neither Holdings, the Issuer nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), or (b) is directly or indirectly liable as a guarantor or otherwise; provided, however, that the provision by the Issuer of a completion guaranty or the making of payments with respect thereto, in each case, to the extent permitted under the covenant described above under "—Certain Covenants—Limitation on Restricted Payments," shall not prevent any Indebtedness from constituting Qualified Non-Recourse Debt;
        (2)   no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Indebtedness of Holdings, the Issuer or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and
        (3)   as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Holdings, the Issuer or any of the Restricted Subsidiaries.
        "Reference Period" means the period of four consecutive fiscal quarters ending with the last full fiscal quarter immediately preceding the date of a proposed Incurrence, Restricted Payment or other transaction for which financial statements are available.
        "Related Business" means the businesses conducted (or proposed to be conducted) by Holdings and its Subsidiaries as of the Merger Date, including the gaming and related cash access services and all reasonably related businesses necessary for, in support, furtherance or anticipation of and/or ancillary or complementary to or in preparation for, such business.
        "Related Person" means any legal or beneficial owner of 5% or more of any class of Capital Stock of the Issuer or any of its Subsidiaries.
        "Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the indenture.
        "Restricted Payment" means:
        (1)   any dividend or distribution (whether made in cash, Property or securities) declared or paid on or with respect to any shares of Capital Stock of the Issuer or to the Issuer's stockholders in respect of any shares of Capital Stock of the Issuer except for such dividends or distributions payable solely in Capital Stock of the Issuer (other than Disqualified Stock of the Issuer);
        (2)   a payment made by Holdings, the Issuer or any Restricted Subsidiary (other than to Holdings, the Issuer or a Restricted Subsidiary) to purchase, redeem, acquire or retire any Capital Stock of the Issuer or Capital Stock of any Affiliate of the Issuer or any warrants, rights or options, to directly or indirectly purchase or acquire any such Capital Stock or any securities exchangeable for or convertible into any such Capital Stock;
        (3)   a payment made by Holdings, the Issuer or any Restricted Subsidiary after the Issue Date to redeem, repurchase, defease or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment (other than the redemption, purchase, repurchase, defeasance or other acquisition of any Indebtedness subordinate in right of
81

Table of Contents
payment to the notes or any Note Guarantee made in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment), Indebtedness of Holdings, the Issuer or any Guarantor which is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the notes or any Note Guarantee; or
        (4)   any Investment (other than a Permitted Investment) in any Person.
        "Restricted Subsidiary" means any Subsidiary of Holdings that:
        (1)   has not been designated by the Board of Directors as an Unrestricted Subsidiary, or
        (2)   was an Unrestricted Subsidiary but has been redesignated by the Board of Directors as a Restricted Subsidiary, in each case as provided under the definition of Unrestricted Subsidiary; provided, however, that no Subsidiary shall be redesignated from an Unrestricted Subsidiary to a Restricted Subsidiary unless, immediately after giving pro forma effect to such designation, the Issuer would be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption "—Limitation on Indebtedness and Issuance of Disqualified Stock and Preferred Stock."
        "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc.
        "Sale/Leaseback Transaction" means, with respect to any Person, any direct or indirect arrangement pursuant to which Property is sold or transferred by such Person or a Restricted Subsidiary of such Person and is thereafter leased back from the purchaser or transferee thereof by such Person or one of its Restricted Subsidiaries.
        "Significant Subsidiary" means any Subsidiary of Holdings that:
        (1)   guarantees or otherwise provides direct credit support for any Indebtedness in excess of $10.0 million of Holdings, the Issuer or Everi Games; or
        (2)   is a Domestic Subsidiary and a "Significant Subsidiary" as defined in a Credit Facility but excluding any "Excluded Subsidiary" as defined in such Credit Facility.
        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which a payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).
        "Subsidiary" of any Person means any corporation, association, partnership, limited liability company or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:
        (1)   such Person,
        (2)   such Person and one or more Subsidiaries of such Person or
        (3)   one or more Subsidiaries of such Person.
        "Temporary Cash Investments" means any of the following:
        (1)   Investments in U.S. Government Obligations maturing within six months of the date of acquisition thereof,
82

Table of Contents
        (2)   Investments in time deposit accounts, certificates of deposit and money market deposits maturing within six months of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits aggregating in excess of $500.0 million and whose long-term debt is rated "A-3" or higher, "A-" or higher or "A-" or higher according to Moody's, S&P or Fitch Credit Rating Co. (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities Act)), respectively,
        (3)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above,
        (4)   Investments in commercial paper, maturing not more than six months after the date of acquisition, issued by a corporation (other than the Issuer or an Affiliate of the Issuer) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of "P-1" (or higher) according to Moody's, "A-1" (or higher) according to S&P or "A-1" (or higher) according to Fitch Credit Rating Co. (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities Act)),
        (5)   marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's;
        (6)   Investments in money market funds substantially all of whose assets comprise securities of the types described in clauses (1) through (5) above; and
        (7)   in the case of any Subsidiary other than a Domestic Subsidiary, direct obligations of the sovereign nation (or any agency thereof) in which such Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof).
        "Transactions" means the acquisition of Everi Games by Holdings pursuant to the Merger Agreement, including without limitation, the Cash Contribution, the entering into and initial borrowing under the Credit Facility, the issuance of the New Secured Notes and the notes hereunder and repurchase and cancellation and/or repayment and satisfaction and discharge of certain indebtedness of the Issuer as of the Merger Date.
        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to January 15, 2018; provided, however, that if the period from the redemption date to January 15, 2018, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
        "Unrestricted Subsidiary" means (1) any Subsidiary of Holdings which at the time of determination shall be an Unrestricted Subsidiary (as designated by the Board of Directors) and (2) any Subsidiary of an Unrestricted Subsidiary.
        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality
83

Table of Contents
thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.
        "Vault Cash Agreement" means the Contract Cash Solutions Agreement, dated as of November 12, 2010, by and between the Issuer and Wells Fargo Bank, N.A., as such Vault Cash Agreement has been, and may be, amended, modified, supplemented or replaced from time to time.
        "Voting Stock" means securities of any class or classes of a Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for corporate directors (or Persons performing equivalent functions).
        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
        (1)   the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect of the Indebtedness, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
        (2)   the then outstanding principal amount of such Indebtedness.
84

Table of Contents

 BOOK-ENTRY, DELIVERY AND FORM
 General
        Except as set forth below, the exchange notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
        The exchange notes will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") (as indirect participants in DTC)), which may change from time to time.
 Depository Procedures
        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.
        DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
        DTC has also advised the Company that, pursuant to procedures established by it, ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).
        All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on
85

Table of Contents
behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
         Except as described below, owners of interests in the Global Notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.
        Payments in respect of the principal of, premium on, if any, interest and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Company and the trustee will treat the persons in whose names the exchange notes, including the Global Notes, are registered as the owners of the exchange notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the trustee nor any agent of the Company or the trustee has or will have any responsibility or liability for:
(i)
any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

(ii)
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Company. Neither the Company nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the exchange notes, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.
        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.
        Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.
        DTC has advised the Company that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited
86

Table of Contents
the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the exchange notes, DTC reserves the right to exchange the Global Notes for exchange notes in certificated form, and to distribute such notes to its Participants.
        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Company, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
 Exchange of Global Notes for Certificated Notes
        A Global Note is exchangeable for Certificated Notes if:
(i)
DTC (1) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (2) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary within 90 days;

(ii)
the Company, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(iii)
there has occurred and is continuing a default or event of default with respect to the exchange notes.
        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).
 Same Day Settlement and Payment
        The Company will make payments in respect of the exchange notes represented by the Global Notes, including principal, premium, if any, interest and additional interest, if any, by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Company will make all payments of principal, premium, if any, interest and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The exchange notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such exchange notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.
        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.
87

Table of Contents

 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
        The following is a summary of the material U.S. federal income tax consequences relating to the exchange of old notes for exchange notes in the exchange offer. It does not contain a complete analysis of all of the potential tax consequences relating to the exchange. This summary is limited to holders of the old notes who hold the old notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:
•
tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid U.S. federal income tax; 

•
tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction; 

•
tax consequences to holders whose "functional currency" is not the U.S. dollar; 

•
tax consequences to persons who hold notes through a partnership or similar pass-through entity; 

•
U.S. federal gift tax, estate tax or alternative minimum tax consequences, if any; or 

•
any state, local or non-U.S. tax consequences.
        We recommend that each holder consult its own tax advisor as to the particular tax consequences of exchanging old notes for exchange notes in the exchange offer, including the applicability and effect of any state, local or non-U.S. tax law.
        The discussion below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below.
 Consequences of Exchanging Old Notes for Exchange Notes
        The exchange of old notes for exchange notes pursuant to the exchange offer should not be a taxable event to tendering holders for U.S. federal income tax purposes, Consequently, holders should not recognize gain or loss upon receipt of an exchange note, the holding period of the exchange note should include the holding period of the old note exchanged therefor and the basis of the exchange note should be the same as the basis of the old note immediately before the exchange.
88

Table of Contents

 PLAN OF DISTRIBUTION
        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales. In addition, until                        , 2015 (90 days after the date of this prospectus), all broker-dealers effecting transactions in the exchange notes may be required to deliver a prospectus.
        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale. These resales may be made at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal delivered with this prospectus states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
        For a period of 180 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incident to the performance of our obligations in connection with the exchange offer. We will indemnify the holders of the exchange notes (including any broker-dealer) against certain liabilities, including liabilities under the Securities Act.

 LEGAL MATTERS
        The validity of the exchange notes and the enforceability of the obligations under the exchange notes and guarantees offered hereby will be passed upon for us by DLA Piper LLP (US), Phoenix, Arizona.

 EXPERTS
        The consolidated financial statements incorporated in this prospectus by reference from the Current Report on Form 8-K filed by Holdings on October 23, 2015, and the effectiveness of Holdings' internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
        The consolidated financial statements and schedule as of September 30, 2014 and 2013 and for each of the three years in the period ended September 30, 2014 of Everi Games incorporated by reference in this prospectus from the Current Report on Form 8-K filed by Holdings on October 23, 2015, have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
89

Table of Contents

$350,000,000

EVERI PAYMENTS INC.
(formerly known as Global Cash Access, Inc.)
(as Issuer)
EVERI HOLDINGS INC.
(formerly known as Global Cash Access Holdings, Inc.)
(as guarantor)
Exchange Offer for 10.00% Senior Unsecured Notes due 2022

PROSPECTUS
                     , 2015

        We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained or incorporated by reference in this prospectus. You may not rely on unauthorized information or representations.
        This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
        This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.
        The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.
        Until                    , 2015, all dealers that effect transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.    Indemnification of Directors and Officers.
 Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.)—Delaware General Corporation Law
        Section 145(a) of the Delaware General Corporation Law ("DGCL") provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
        Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.
        Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.
        Section 43 of the amended and restated bylaws of Holdings provides for the indemnification of its current and former directors and officers to the fullest extent permitted under Delaware law. Section 43 of the amended and restated bylaws of Holdings also permits Holdings to purchase and maintain insurance on behalf of any person against any liability that may be asserted against, or expenses that may be incurred by, any such person in connection with Holdings' activities, regardless of whether Holdings would have the power to indemnify such persons against such liability under the provisions of its bylaws. Holdings has purchased liability insurance for the benefit of its officers and directors. Holdings has also entered into indemnification agreements with each of its executive officers and directors pursuant to which Holdings is contractually obligated to fully indemnify each such person against all liabilities and expenses imposed upon, incurred by or paid by such person in connection with any claim, action or proceeding to which such person becomes subject by reason of his or her status as
II-1

Table of Contents
an officer or director of Holdings or any of its subsidiaries. Section 43 of Holdings' bylaws further provides for the advancement of expenses to each of our officers and directors.
        Article VIII of Holdings' amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL, as the same exists or may be amended from time to time, its directors shall not be personally liable to Holdings or its stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (iv) for any transaction from which the director derived an improper personal benefit.
        Holdings also maintains a general liability insurance policy which covers certain liabilities of directors and officers of Holdings arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not Holdings would have the power to indemnify such person against such liability under the DGCL or the provisions of Holdings' amended and restated certificate of incorporation or amended and restated bylaws.
 Additional Registrants
        One of Holdings' subsidiary guarantors is incorporated in Texas, a jurisdiction that has laws governing the indemnification of directors and officers that are substantially similar to the DGCL. In addition, the constituent documents of some of the subsidiary guarantors that are not corporations include similar provisions to those described above.
Item 21.    Exhibits and Financial Statement Schedules.
        The exhibits to this registration statement are listed on the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.
Item 22.    Undertakings.
        (a)   Each of the undersigned registrants hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
II-2

Table of Contents
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)
That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, an undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)
Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii)
The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv)
Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
        (b)   Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing
II-3

Table of Contents
provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
        (d)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
        (e)   Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-4

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	EVERI HOLDINGS INC.	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned directors and officers of Everi Holdings Inc. hereby appoint each of Ram V. Chary, Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	October 23, 2015	

/s/ RANDY L. TAYLOR

Randy L. Taylor	
 	
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	
 	
October 23, 2015	

/s/ TODD A. VALLI

Todd A. Valli	
 	
Senior Vice President, Corporate Finance and Chief Accounting Officer (Principal Accounting Officer)	
 	
October 23, 2015	

/s/ E. MILES KILBURN

E. Miles Kilburn	
 	
Director	
 	
October 23, 2015	

/s/ MICHAEL RUMBOLZ 

Michael Rumbolz	
 	
Director	
 	
October 23, 2015	

Table of Contents

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ GEOFF JUDGE

Geoff Judge	 	Director	 	October 23, 2015	

/s/ FRED C. ENLOW

Fred C. Enlow	
 	
Director	
 	
October 23, 2015	

/s/ RONALD V. CONGEMI

Ronald V. Congemi	
 	
Director	
 	
October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	EVERI PAYMENTS INC.	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned directors and officers of Everi Payments Inc. hereby appoint each of Ram V. Chary, Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	October 23, 2015	

/s/ RANDY L. TAYLOR

Randy L. Taylor	
 	
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	
 	
October 23, 2015	

/s/ E. MILES KILBURN

E. Miles Kilburn	
 	
Director	
 	
October 23, 2015	

/s/ MICHAEL RUMBOLZ 

Michael Rumbolz	
 	
Director	
 	
October 23, 2015	

/s/ GEOFF JUDGE

Geoff Judge	
 	
Director	
 	
October 23, 2015	

Table of Contents

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ FRED C. ENLOW

Fred C. Enlow	 	Director	 	October 23, 2015	

/s/ RONALD V. CONGEMI

Ronald V. Congemi	
 	
Director	
 	
October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	CENTRAL CREDIT, LLC	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
Manager	

 POWER OF ATTORNEY
        The undersigned manager of Central Credit, LLC hereby appoints each of Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	Manager (Principal Executive and Financial and Accounting Officer)	 	October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	GCA MTL, LLC	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned Chief Executive Officer of GCA MTL, LLC hereby appoints each of Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	Chief Executive Officer (Principal Executive and Financial and Accounting Officer)	 	October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	EVERI GAMES HOLDING INC.	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned directors and officers of Everi Games Holding Inc. hereby appoint each of Ram V. Chary, Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	October 23, 2015	

/s/ RANDY L. TAYLOR

Randy L. Taylor	
 	
Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	
 	
October 23, 2015	

/s/ JULIET A. LIM

Juliet A. Lim	
 	
Executive Vice President, General Counsel, Secretary and Director	
 	
October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	EVERI GAMES INC.	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned directors and officers of Everi Games Inc. hereby appoint each of Ram V. Chary, Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	October 23, 2015	

/s/ RANDY L. TAYLOR

Randy L. Taylor	
 	
Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	
 	
October 23, 2015	

/s/ JULIET A. LIM

Juliet A. Lim	
 	
Executive Vice President, General Counsel, Secretary and Director	
 	
October 23, 2015	

Table of Contents

 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 23, 2015.

					
 	 	MGAM TECHNOLOGIES, LLC	

 	
By:	
 	
/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer	

 POWER OF ATTORNEY
        The undersigned directors and officers of MGAM Technologies, LLC hereby appoint each of Ram V. Chary, Randy L. Taylor and Juliet A. Lim as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature 	 	Title 	 	Date 	

 	

 	
/s/ RAM V. CHARY

Ram V. Chary	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	October 23, 2015	

/s/ RANDY L. TAYLOR

Randy L. Taylor	
 	
Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	
 	
October 23, 2015	

/s/ JULIET A. LIM

Juliet A. Lim	
 	
Executive Vice President, General Counsel, Secretary and Director	
 	
October 23, 2015	

Table of Contents

 EXHIBIT INDEX

				
Exhibit #	 	Description of Document	
 	2.1	 	Agreement and Plan of Merger, dated September 8, 2014, by and between Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) ("Holdings"), Movie Merger Sub, Inc. and Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) ("Everi Games") (incorporated by reference to Exhibit 2.1 to Holdings' Current Report on Form 8-K filed with the SEC on September 8, 2014).	

3.1.1	
 	
Amended and Restated Certificate of Incorporation of Holdings (incorporated by reference to Exhibit 3.1 of Holdings' Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on May 26, 2005).	

3.1.2	
 	
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Holdings (incorporated by reference to Exhibit 3.1 of Holdings' Current Report on Form 8-K filed with the SEC on April 30, 2009).	

3.1.3	
 	
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Holdings (incorporated by reference to Exhibit 3.1 of Holdings' Current Report on Form 8-K filed with the SEC on August 14, 2015).	

 	
 	
Certificate of Incorporation, Articles of Incorporation, or Certificate of Formation, as applicable, with any amendments thereto, of the following additional registrants:	

3.1.4	
 	
—Everi Payments Inc. (formerly known as Global Cash Access, Inc.) ("Everi Payments") (Filed herewith).	

3.1.5	
 	
—Central Credit, LLC (filed herewith).	

3.1.6	
 	
—GCA MTL, LLC (filed herewith).	

3.1.7	
 	
—Everi Games (filed herewith).	

3.1.8	
 	
—Everi Games Inc. (formerly known as Multimedia Games, Inc.) (filed herewith).	

3.1.9	
 	
—MGAM Technologies, LLC (filed herewith).	

3.2.1	
 	
Second Amended and Restated Bylaws of Holdings (incorporated by reference to Exhibit 3.2 to Holdings' Current Report on Form 8-K filed with the SEC on August 14, 2015).	

 	
 	
Bylaws or Operating Agreements, as applicable, with any amendments thereto, of the following additional registrants:	

3.2.2	
 	
—Everi Payments (filed herewith).	

3.2.3	
 	
—Central Credit, LLC (filed herewith).	

3.2.4	
 	
—GCA MTL, LLC (filed herewith).	

3.2.5	
 	
—Everi Games (filed herewith).	

3.2.6	
 	
—Everi Games Inc. (filed herewith).	

3.2.7	
 	
—MGAM Technologies, LLC (filed herewith).	

4.1	
 	
Indenture governing 7.75% Senior Secured Notes Due 2022, dated as of December 19, 2009, between Everi Payments and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

Table of Contents

				
Exhibit #	 	Description of Document	
 	4.2	 	Supplemental Indenture, dated as of December 19, 2014, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 4.2 to Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

4.3	
 	
Indenture governing 10.0% Senior Unsecured Notes Due 2022, dated as of December 19, 2009, between Everi Payments and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

4.4	
 	
Supplemental Indenture, dated as of December 19, 2014, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, related to the 7.75% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.2 to Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

4.5	
 	
Second Supplemental Indenture, dated as of August 4, 2015, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, related to the 7.75% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 10.5 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015).	

4.6	
 	
Registration Rights Agreement, dated as of December 19, 2014, among Movie Escrow, Inc. (and, by a joinder agreement, Everi Payments, Holdings, as a guarantor and the subsidiary guarantors party thereto) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed therein, related to the 10.00% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.5 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

4.7	
 	
Warrant, dated as of April 15, 2015, issued by Holdings to CPPIB Credit Investments III Inc. (incorporated by reference to Exhibit 4.1 to Holdings' Current Report on Form 8-K filed with the SEC on April 15, 2015).	

5.1	
 	
Opinion of DLA Piper LLP (US) (filed herewith).	

10.1	
 	
Purchase Agreement, dated as of December 17, 2014, among Movie Escrow, Inc. (a former wholly owned subsidiary of Everi Payments), as issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed therein (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

10.2	
 	
Security Agreement, dated as of December 19, 2014, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.2 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

10.3	
 	
Credit Agreement, dated as of December 19, 2014, among Everi Payments, Holdings, Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities, Inc., as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.3 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

Table of Contents

				
Exhibit #	 	Description of Document	
 	10.4	 	Security Agreement, dated December 19, 2014, among Everi Payments, Holdings, as a guarantor, the subsidiary guarantors party thereto, and Bank of America, N.A., as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.4 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

10.5	
 	
Guaranty, dated December 19, 2014, by Holdings, as a guarantor, and the subsidiary guarantors party thereto, in favor of the lenders party from time to time to the Credit Agreement and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 of Holdings' Current Report on Form 8-K filed with the SEC on December 22, 2014).	

10.6	
 	
Patent Purchase and License Agreement, dated as of March 22, 2005, by and between Everi Payments and USA Payments, Inc. (incorporated by reference to Exhibit 10.28 of Holdings' Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on March 22, 2005).	

+10.7	
 	
Processing Services Agreement, dated as of August 21, 2009, between Everi Payments and TSYS Acquiring Solutions, LLC (effective July 1, 2009) (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on August 24, 2009).	

+10.8	
 	
Second Amendment to Processing Services Agreement, dated as of December 27, 2011, between Everi Payments and TSYS Acquiring Solutions, LLC (incorporated by reference to Exhibit 10.57 of Holdings' Annual Report on Form 10-K filed with the SEC on March 12, 2012).	

+10.9	
 	
Contract Cash Solutions Agreement, dated November 12, 2010, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.52 of Holdings' Annual Report on Form 10-K/A filed with the SEC on April 11, 2011).	

10.10	
 	
Second Amendment to Contract Cash Solutions Agreement, dated June 4, 2012, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on June 7, 2012).	

10.11	
 	
Third Amendment to Contract Cash Solutions Agreement, dated November 4, 2013, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of Holdings' Quarterly Report on Form 10-Q filed with the SEC on November 5, 2013).	

10.12	
 	
Fourth Amendment to Contract Cash Solutions Agreement, dated January 29, 2015, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on July 1, 2015).	

+10.13	
 	
Sponsorship Agreement, dated February 11, 2011, between Everi Payments and American State Bank (incorporated by reference to Exhibit 10.54 of Holdings' Annual Report on Form 10-K filed with the SEC on March 14, 2011).	

10.14	
 	
Professional Services Agreement, dated as of March 10, 2004, between TSYS and Everi Payments (formerly known as Global Cash Access, L.L.C.) (incorporated by reference to Exhibit 10.11 of the Registration Statement of Everi Payments on Form S-4 (File No. 333-117218) filed with the SEC on July 8, 2004).	

10.15	
 	
Amended and Restated Software License Agreement, dated as of March 10, 2004, between TSYS and Everi Payments (formerly known as Global Cash Access, L.L.C.) (incorporated by reference to Exhibit 10.10 of the Registration Statement of Everi Payments on Form S-4 (File No. 333-117218) filed with the SEC on July 8, 2004).	

Table of Contents

				
Exhibit #	 	Description of Document	
 	+10.16	 	Amendment to Professional Services Agreement, Amended and Restated Software License Agreement, and Transending Services Agreement, dated as of August 21, 2009, between Everi Payments and TSYS Acquiring Solutions,  LLC (incorporated by reference to Exhibit 10.2 of Holdings' Current Report on Form 8-K filed with the SEC on August 24, 2009).	

†10.17	
 	
Holdings 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K of Everi Payments filed with the SEC on March 10, 2005).	

†10.18	
 	
Form of Stock Option Award for Performance Price Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.19	
 	
Form of Stock Option Award for Cliff Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.20	
 	
Form of Stock Option Award for Non-Employee Directors under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.21	
 	
Form of Stock Option Award for Executives under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.22	
 	
Form of Stock Option Award for Employees under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.23	
 	
Holdings 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.24	
 	
Form of Stock Option Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.25	
 	
Form of Stock Option Award for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.26	
 	
Form of Stock Option Award for Executives under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.27	
 	
Form of Stock Option Award for Employees under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Holdings' Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).	

†10.28	
 	
Form of Indemnification Agreement between Holdings and each of its executive officers and directors (incorporated by reference to Exhibit 10.27 to Holdings' Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on March 22, 2005).	

†10.29	
 	
Employment Agreement with Ram V. Chary (effective January 27, 2014) (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on January 28, 2014).	

†10.30	
 	
Amendment No.1 to Employment Agreement with Ram V. Chary (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.4 of Holdings' Current Report on Form 8-K filed with the SEC on August 5, 2014).	

Table of Contents

				
Exhibit #	 	Description of Document	
 	†10.31	 	Form of Stock Option Agreement for Ram V. Chary (incorporated by reference to Exhibit 10.2 of Holdings' Current Report on Form 8-K filed with the SEC on January 28, 2014).	

†10.32	
 	
Form of Indemnification Agreement for Ram V. Chary (incorporated by reference to Exhibit 10.3of Holdings' Current Report on Form 8-K filed with the SEC on January 28, 2014).	

†10.33	
 	
Employment Agreement with Randy L. Taylor (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on August 5, 2014).	

†10.34	
 	
Employment Agreement with Juliet A. Lim (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.34 of Holdings' Annual Report on Form 10-K filed with the SEC on March 16, 2015).	

†10.35	
 	
Employment Agreement with David Lucchese (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.2 of Holdings' Current Report on Form 8-K filed with the SEC on August 5, 2014).	

†10.36	
 	
Employment Agreement with Edward Peters (effective January 15, 2015) (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on January 22, 2015).	

†10.37	
 	
Form of Notice of Stock Option Award and Stock Option Award Agreement for Michael Rumbolz (effective August 30, 2010) (incorporated by reference to Exhibit 10.3 of Holdings' Current Report on Form 8-K filed with the SEC on September 2, 2010).	

†10.38	
 	
Amended and Restated Employment Agreement with David Lopez (effective March 29, 2013) (incorporated by reference to Exhibit 10.1 of Holdings' Quarterly Report on Form 10-Q filed with the SEC on May 7, 2013).	

†10.39	
 	
Form of Stock Option Agreement for David Lopez (incorporated by reference to Exhibit 10.2 of Holdings' Quarterly Report on Form 10-Q filed August 7, 2012).	

†10.40	
 	
Form of Restricted Stock Agreement for David Lopez (incorporated by reference to Exhibit 10.3 of Holdings' Quarterly Report on Form 10-Q filed August 7, 2012).	

†10.41	
 	
Agreement with Mary E. Higgins (effective September 14, 2010) (incorporated by reference to Exhibit 10.1 of Holdings' Current Report on Form 8-K filed with the SEC on September 2, 2010).	

†10.42	
 	
Amendment to Employment Agreement with Mary E. Higgins (effective March 29, 2013) (incorporated by reference to Exhibit 10.1 of Holdings' Quarterly Report on Form 10-Q filed with the SEC on May 7, 2013).	

†10.43	
 	
Form of Notice of Stock Option Award and Stock Option Award Agreement for Mary E. Higgins (effective September 14, 2010) (incorporated by reference to Exhibit 10.2 of Holdings' Current Report on Form 8-K filed with the SEC on September 2, 2010).	

†10.44	
 	
Employment Agreement with Robert Myhre (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.3 of Holdings' Current Report on Form 8-K filed with the SEC on August 5, 2014).	

†10.45	
 	
Form of Stock Option Agreement for Robert Myhre (incorporated by reference to Exhibit 10.2 of Holdings' Quarterly Report on Form 10-Q filed with the SEC on November 7, 2012).	

Table of Contents

				
Exhibit #	 	Description of Document	
 	†10.46	 	Form of Restricted Stock Agreement for Robert Myhre (incorporated by reference to Exhibit 10.3 of Holdings' Quarterly Report on Form 10-Q filed with the SEC November 7, 2012).	

†10.47	
 	
Everi Games 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement of Holdings on Form S-8 (File No. 333-202798) filed with the SEC on March 16, 2015).	

†10.48	
 	
Amendment to the Everi Games 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 of the Registration Statement of Holdings on Form S-8 (File No. 333-202798) filed with the SEC on March 16, 2015).	

10.49	
 	
Note Purchase Agreement, dated as of April 15, 2015, among Everi Payments, as issuer, Holdings, as parent, CPPIB Credit Investments III Inc., as purchaser, and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 10.1 to Holdings' Current Report on Form 8-K filed with the SEC on April 15, 2015).	

10.50	
 	
Security Agreement, dated as of April 15, 2015, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.2 to Holdings' Current Report on Form 8-K filed with the SEC on April 15, 2015).	

10.51	
 	
Guaranty, dated as of April 15, 2015, among Holdings, as a guarantor, and the subsidiary guarantors party thereto in favor of Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.3 to Holdings' Current Report on Form 8-K filed with the SEC on April 15, 2015).	

12.1	
 	
Computation of Ratio of Earnings to Fixed Changes (filed herewith).	

16.1	
 	
Letter to the SEC from Deloitte & Touche LLP, dated March 20, 2015 (incorporated by reference to Exhibit 16.1 to Holdings' Current Report on Form 8-K filed with the SEC on March 23, 2015).	

21.1	
 	
Subsidiaries of Holdings (incorporated by reference to Exhibit 21.1 to Holdings' Annual Report on Form 10-K filed with the SEC on March 16, 2015).	

23.1	
 	
Consent of Deloitte & Touche LLP (relating to Holdings) (filed herewith).	

23.2	
 	
Consent of BDO USA, LLP (relating to Everi Games) (filed herewith).	

23.3	
 	
Consent of DLA Piper LLP (US) (included in Exhibit 5.1).	

24.1	
 	
Power of Attorney (included on the signature pages).	

25.1	
 	
Statement of Eligibility on Form T-1 (filed herewith).	

99.1	
 	
Form of Letter of Transmittal (filed herewith).	

99.2	
 	
Form of Notice of Guaranteed Delivery (filed herewith).	

99.3	
 	
Form of Letter to DTC Participants (filed herewith).	

99.4	
 	
Form of Letter to Beneficial Holders (filed herewith).	

†
Management contracts or compensatory plans or arrangements.

+
Certain confidential information contained in this exhibit was omitted. This exhibit has been filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request under Rule 406 of the Securities Act.

Exhibit 3.1.4

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 07:41 PM 06/07/2004	
 	FILED 07:12 PM 06/07/2004	
 	SRV 040421700 - 2913302 FILE	
 
CERTIFICATE OF INCORPORATION
 
OF
 
GLOBAL CASH ACCESS, INC.
 
1.                                       The name of the corporation is Global Cash Access, Inc. (the “ Corporation ”).
 
2.                                       The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.                                       The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
 
4.                                       The total number of shares of all classes of stock that the Corporation is authorized to issue is One Thousand (1,000) shares of Common Stock with a par value of $0.001 per share.
 
5.                                       The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.
 
6.                                       Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
 
7.                                       Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
 
1 

 
8.                                       The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
 
9.                                       To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.
 
10.                                The name and mailing address of the sole incorporator is as follows:

Name	 	Mailing Address	
 	 	 	
Timothy J. Harris	 	755 Page Mill Road	
 	 	Palo Alto, CA 94304	
 
2 

 
I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 7 th  day of June, 2004.

 	/s/ Timothy J. Harris	
 	Timothy J. Harris, Sole Incorporator	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:42 PM 08/30/2004	
 	FILED 05:26 PM 08/30/2004	
 	SRV 040632316 - 2913302 FILE	
 
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
 
It is hereby certified that:
 
1.               The name of the corporation (hereinafter called the “corporation”) is Global Cash Access, Inc.
 
2.               The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.
 
3.               The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.
 
4.               The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
 
Signed on August 23, 2004

 	/s/ Kirk Sanford	
 	Officer Name:	Kirk Sanford	
 	Title:	President & CEO	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 10:55 PM 11/09/2004	
 	FILED 09:56 PM 11/09/2004	
 	SRV 040810169 - 2913302 FILE	
 
CERTIFICATE OF MERGER
 
OF
 
CCI ACQUISITION, LLC,
a Delaware limited liability company
 
INTO
 
GLOBAL CASH ACCESS, INC.,
a Delaware corporation
 
Pursuant to Section 264(c) of the General Corporation Law of Delaware and Section 18-209 of the Limited Liability Company Act of Delaware, the undersigned corporation executed the following Certificate of Merger:
 
GLOBAL CASH ACCESS, INC. hereby certifies that:
 
1.                                       The name and state of domicile of each of the constituent entities of the merger is as follows:

Name	 	State of Domicile	
CCI ACQUISITION, LLC.	 	Delaware	
GLOBAL CASH ACCESS, INC.	 	Delaware	
 
2.                                       An agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities.
 
3.                                       The name of the surviving corporation is GLOBAL CASH ACCESS, INC.
 
4.                                       The certificate of incorporation of GLOBAL CASH ACCESS, INC., shall be the certificate of incorporation of the surviving corporation.
 
5.                                       The merger shall become effective upon the filing of this Certificate of Merger with the Delaware Secretary of State.
 
6.                                       The executed agreement of merger is on file at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120, the principal place of business of the surviving corporation.
 
7.                                       A copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

 
IN WITNESS WHEREOF, Global Cash Access, Inc., has caused this Certificate of Merger to be signed by an authorized officer on this 9 th  day of November, 2004.

 	GLOBAL CASH ACCESS, INC.	
 	a Delaware corporation	
 	 	
 	By:	/s/ Kirk Sanford	
 	 	Kirk Sanford, President	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 11:00 PM 11/09/2004	
 	FILED 11:01 PM 11/09/2004	
 	SRV 040810186 - 2913302 FILE	
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
MERGING
 
GLOBAL CASH ACCESS FINANCE CORPORATION,
a Delaware corporation, (“ Subsidiary ”)
 
INTO
 
GLOBAL CASH ACCESS, INC.,
a Delaware corporation, (“ Parent ”)
 
Pursuant to Section 253 of the General Corporation Law of Delaware, the undersigned corporation executed the following Certificate of Ownership and Merger:
 
Parent, a corporation incorporated on the 7th day of June, 2004, pursuant to the provisions of the General Corporation Law of the State of Delaware,
 
DOES HEREBY CERTIFY:
 
FIRST: That Parent owns all of the outstanding shares of the stock of Subsidiary, a corporation incorporated on the 4th day of February, 2004, pursuant to the provisions of the General Corporation Law of the State of Delaware.
 
SECOND: That Parent, by the following resolution of its Board of Directors duly adopted by the unanimous written consent of its members, filed with the minutes of the Board of Directors, determined to and did merge Subsidiary with into Parent:
 
NOW, THEREFORE, BE IT RESOLVED, that Subsidiary merge, and it hereby does merge, with and into Parent and Parent hereby assumes all of Subsidiary’s obligations; and
 
RESOLVED FURTHER, that the merger shall be effective upon filing of a Certificate of Ownership and Merger pursuant to Section 253 of the Delaware General Corporation Law with the Secretary of State of Delaware; and
 
RESOLVED FURTHER, that the officers of Parent are hereby directed to make and execute a Certificate of Ownership and Merger pursuant to Section 253 of the Delaware General Corporation Law setting forth a copy of the resolutions to merge Subsidiary with and into Parent and for Parent to assume all of Subsidiary’s obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware
 
RESOLVED FURTHER, that the officers of Parent be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may in any way be necessary or proper to effect such merger.

 
IN WITNESS WHEREOF, Parent, has caused this Certificate of Merger to be signed by an authorized officer on this 9 th  day of November, 2004.

 	GLOBAL CASH ACCESS, INC.	

 	By:	/s/ Kirk Sanford	
 	 	Kirk Sanford, President	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 08:41 AM 06/27/2008	
 	FILED 08:36 AM 06/27/2008	
 	SRV 080736570 - 2913302 FILE	
 
CERTIFICATE OF MERGER
OF
CERTEGY GAMING SERVICES, INC.,
a Minnesota corporation
WITH AND INTO
GLOBAL CASH ACCESS, INC.,
a Delaware corporation
 
June 27, 2008
 
Pursuant to Section 252 of the Delaware General Corporations Law (the “ DGCL ”), the undersigned does hereby certify that:
 
FIRST: The names of the parties to the merger are Certegy Gaming Services, Inc. (the “ Disappearing Corporation ”), a Minnesota corporation, and Global Cash Access, Inc. (the “ Surviving Corporation ”), a Delaware corporation.
 
SECOND: The surviving corporation shall be Global Cash Access, Inc.
 
THIRD: The plan of merger (the “ Plan of Merger ”) has been approved, adopted certified, executed and acknowledged by each constituent corporation in accordance with Section 252(c) of the DGCL.
 
FOURTH: The Certificate of Incorporation of the surviving corporation shall be the Certificate of Incorporation of the Surviving Corporation.
 
FIFTH: The executed Plan of Merger is on file at the office of the Surviving Corporation at 3525 East Post Road, Suite 120, Las Vegas, NV 89120.
 
SIXTH: A copy of the Plan of Merger will be furnished by the Surviving Corporation on request and without cost to any stockholder of either constituent corporation;
 
SEVENTH: The authorized capital stock of the Disappearing Corporation is 1,000 shares of common stock, par value $1.00 per share.

 
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Merger as of the date first set forth above.

GLOBAL CASH ACCESS, INC.

/s/ Scott Betts	 	
By: Scott Betts	 	
Its: President and CEO	 	
 
SIGNATURE PAGE OF CERTIFICATE OF MERGER

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 01:09 PM 07/19/2010	
 	FILED 12:59 PM 07/19/2010	
 	SRV 100751754 - 2913302 FILE	
 
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED
AGENT OF A FOREIGN CORPORATION
 
FIRST:   The name of the corporation (hereinafter called the “corporation”) is GLOBAL CASH ACCESS, INC.
 
SECOND:    The corporation is incorporated under the laws of the State of NEVADA.
 
THIRD:     The address of the Registered Agent in the State of Delaware upon whom process against this corporation may be served, is changed to 32 W. LOOCKERMAN STREET, SUITE 201 (street), in the City of DOVER, County of KENT, Zip Code 19904. The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served is REGISTERED AGENT SOLUTIONS, INC.
 
FOURTH:   All previous appointments of a registered agent of the corporation within the State of Delaware are hereby revoked.
 
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 1 st day of July, A.D. 2010.

 	By:	/s/ Scott H. Betts	
 	 	Authorized Officer	
 	 	 	
 	Name:	Scott H. Betts	
 	 	Print or Type	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 08:54 PM 12/28/2011	
 	FILED 07:50 PM 12/28/2011	
 	SRV 111347780 - 2913302 FILE	
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
MERGING
 
CASH SYSTEMS, INC.
(a Delaware corporation)
 
INTO
 
GLOBAL CASH ACCESS, INC.
(a Delaware corporation)
 
Pursuant to Section 253 of the General Corporation Law of Delaware (the “ DGCL ”), Global Cash Access, Inc. (“ Parent ”), a corporation incorporated on the 7th day of June, 2004, pursuant to the provisions of the DGCL,
 
DOES HEREBY CERTIFY:
 
FIRST , that Parent owns 100% of the capital stock of Cash Systems, Inc. (“ Subsidiary ”), a corporation incorporated on the 3rd day of October, 1989, pursuant to the provisions of the DGCL.
 
SECOND , that Parent, by the following resolutions of its Board of Directors duly adopted without a meeting by the unanimous written consent of its members on the 20 th day of December, 2011, approved the merger of Subsidiary with and into Parent, with Parent as the corporation surviving such merger:
 
WHEREAS , Parent lawfully owns 100% of the outstanding stock of Cash Systems, Inc., a Delaware corporation (“ Subsidiary ”).
 
WHEREAS , the Board of Directors of Parent (the “ Board ”) hereby determines that the preservation of the Subsidiary is no longer desirable in the conduct of the Company and its subsidiaries as a whole.
 
WHEREAS , the Board deems it to be in the best interest of Parent to merge Subsidiary with and into Parent, with Parent as the surviving corporation (such merger, the “ Merger ”).
 
NOW, THEREFORE, BE IT RESOLVED , that Subsidiary merge, and it hereby does merge, with and into Parent, with Parent as the surviving corporation, and Parent hereby assumes all of Subsidiary’s liabilities and obligations.
 
RESOLVED FURTHER , that the merger shall become effective upon the filing of a Certificate of Ownership and Merger pursuant to
 
1 

 
Section 253 of the Delaware General Corporate Law with the Secretary of State of Delaware.
 
RESOLVED FURTHER, that Scott H. Betts, President and Chief Executive Officer of Parent (the “ Authorized Officer ”) be, and he hereby is, authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge Subsidiary with and into Parent and for Parent to assume all liabilities and obligations of Subsidiary, and the date of adoption thereof, and to file the same with the Secretary of State of Delaware.
 
RESOLVED FURTHER, that the Authorized Officer and the Parent’s other officers each be, and they hereby are, authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect said merger.
 
* * * *
 
2 

 
IN WITNESS WHEREOF, Parent has caused this certificate to be signed by an authorized officer this 21st day of December, 2011.

 	GLOBAL CASH ACCESS, INC.	
 	 	 	
 	By:	/s/ Scott H. Betts	
 	 	Scott H. Betts	
 	 	President and Chief Executive Officer	

 

State of Delaware	 	
Secretary of State	 	
Division of Corporations	 	
Delivered 08:28 PM 12/21/2012	 	
FILED 08:18 PM 12/21/2012	 	
SRV 121383090 - 2913302 FILE	 	
 
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP
 
SUBSIDIARY INTO PARENT
Section 253
 
CERTIFICATE OF OWNERSHIP
MERGING
WESTERN MONEY SYSTEMS
(a Nevada corporation)
INTO
GLOBAL CASH ACCESS, INC.
(a Delaware corporation)
 
(Pursuant to Section 253 of the General Corporation Law of Delaware)
 
Global Cash Access, Inc. (the “ Corporation ”), a corporation originally formed as a limited liability company on the 25 th  day of June, 1998, pursuant to the provisions of the Limited Liability Company Act of the State of Delaware, and converted into a corporation on the 7 th  day of June, 2004, pursuant to the provisions of the General Corporation Law of the State of Delaware;
 
DOES HEREBY CERTIFY that the Corporation owns 100% of the capital stock of Western Money Systems, a corporation incorporated on the 28 th  day of August, 1985 A.D., pursuant to the provisions of the Nevada Revised Statutes, and that the Corporation, by a resolution of its Board of Directors duly adopted by unanimous written consent as of the 20 th  day of December, 2012 A.D., determined to and did merge into itself said Western Money Systems, which resolution is in the following words to wit:
 
WHEREAS, the Corporation lawfully owns 100% of the outstanding stock of Western Money Systems, a corporation organized and existing under the laws of Nevada (the “ Subsidiary ”), and
 
WHEREAS , the Corporation desires to merge the Subsidiary into itself, and to be possessed of all the estate, property, rights, privileges and franchises of the Subsidiary.
 
NOW, THEREFORE, BE IT RESOLVED , that the Corporation merge the Subsidiary into itself and assumes all of the Subsidiary’s liabilities and obligations; and
 
FURTHER RESOLVED , that an authorized officer of the Corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge the Subsidiary into the Corporation and assume the Subsidiary’s liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of Kent County;
 
1 

 
FURTHER RESOLVED , that the officers of the Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect said merger; and
 
FURTHER RESOLVED , that the effective date and time of this certificate and the merger contemplated herein shall be the 31 st  day of December, 2012 at 11:59 P.M. PST and neither this certificate nor the merger contemplated herein shall become effective until such date and time.
 
IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by an authorized officer this 20 th  day of December, 2012 A.D.

 	GLOBAL CASH ACCESS, INC.,	
 	a Delaware corporation	

 	By:	/s/ Scott H. Betts	
 	Name:	Scott H. Betts	
 	Title:	Chief Executive Officer	
 
2 

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 11:33 AM 12/19/2014	
 	FILED 11:33 AM 12/19/2014	
 	SRV 141563413 - 2913302 FILE	
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
MERGING
 
MOVIE ESCROW, INC.
(a Delaware corporation)
 
into
 
GLOBAL CASH ACCESS, INC.
(a Delaware corporation)
 
(PURSUANT TO SECTION 253 OF THE
DELAWARE GENERAL CORPORATION LAW)
 
Global Cash Access, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), does hereby certify:
 
1.                                       The Company is the owner of one hundred percent (100%) of the outstanding shares of each class of capital stock of Movie Escrow, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Subsidiary ”).
 
2.                                       The Company, by the following resolutions adopted on December 17, 2014 by the Board of Directors of the Company, hereby merges the Subsidiary into the Company, with the Company as the surviving corporation:
 
“ Approval of Short Form Merger
 
WHEREAS, the Company is the legal and beneficial owner of one hundred percent (100%) of the outstanding shares of each class of stock of the Subsidiary;
 
WHEREAS, it is deemed to be advisable and in the best interests of the Company and its stockholders that the Company consolidate its operations by merging the Subsidiary with and into the Company (the “ Merger ”); and
 
WHEREAS, Section 253 of the Delaware General Corporation Law (the “ DGCL ”) provides that if a parent corporation owns at least ninety percent (90%) of the outstanding shares of each class of stock of a subsidiary corporation, such subsidiary may be merged with and into the parent corporation upon, among other things, the adoption of an appropriate resolution by the Board of Directors of the parent corporation and the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State.
 
NOW, THEREFORE, BE IT RESOLVED, that the Merger is approved and that, effective December 19, 2014, the Company shall merge the Subsidiary with and into itself and assume all obligations of the Subsidiary pursuant to Section 253 of the DGCL;

 
RESOLVED FURTHER, that upon the Merger becoming effective, all issued and outstanding shares of each class of stock of the Subsidiary are cancelled;
 
RESOLVED FURTHER, that the Certificate of Incorporation and Bylaws of the Company shall not be amended and shall remain the Certificate of Incorporation and Bylaws of the surviving corporation;
 
RESOLVED FURTHER, that the officers of the Company, and any of them, are each hereby authorized and directed to execute all documents, agreements and other instruments and to take such actions and perform such acts as they may deem necessary or advisable to carry out and perform the purposes of these resolutions; and
 
RESOLVED FURTHER, that the Company shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware, and by the applicable laws of any other jurisdiction and will cause to be performed all necessary acts within Delaware and in any other applicable jurisdiction necessary and appropriate to effect the Merger.”
 
[Remainder of Page Intentionally Blank]

 
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be signed on this 19 th day of December 2014.

 	GLOBAL CASH ACCESS, INC.,	
 	a Delaware corporation	

 	By:	/s/ Randy L. Taylor	
 	Name:	Randy L. Taylor	
 	Title:	Executive Vice President, Chief Financial	
 	 	Officer and Treasurer	
 
[Signature Page to Certificate of Ownership and Merger]

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:14 PM 12/31/2014	
 	FILED 04:59 PM 12/31/2014	
 	SRV 141609995 - 2913302 FILE	
 
STATE OF DELAWARE
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
MERGING
 
NEWAVE, INC.
 
INTO
 
GLOBAL CASH ACCESS, INC.
 
Pursuant to Section 253 of the General Corporation Law of Delaware (the “ DGCL ”), Global Cash Access, Inc. (“ Parent ”), a corporation incorporated on the 25 th day of June, 1998, pursuant to the provisions of the DGCL,
 
DOES HEREBY CERTIFY:
 
FIRST, that Parent owns 100% of the capital stock of NEWave, Inc. (“ Subsidiary ”), a corporation incorporated on the 13th day of June 1984, pursuant to the provisions of the Nevada Revised Statutes.
 
SECOND, that Parent, by the following resolutions of its Board of Directors duly adopted without a meeting by the unanimous written consent of its members on the 31st day of December, 2014, approved the merger of Subsidiary with and into Parent, with Parent as the corporation surviving such merger:
 
WHEREAS, Parent lawfully owns 100% of the outstanding stock of NEWave, Inc., a corporation organized and existing under the laws of the State of Nevada (the “ Subsidiary ”);
 
WHEREAS, the Board of Directors of Parent (the “ Board ”) hereby determines that the preservation of the Subsidiary is no longer desirable in the conduct of the Parent and its subsidiaries as a whole; and
 
WHEREAS, the Board deems it to be in the best interests of Parent to merge Subsidiary with and into Parent, with Parent as the surviving corporation (the “ Merger ”), and to be possessed of all the estate, property, rights, privileges and franchises of the Subsidiary.
 
NOW, THEREFORE, BE IT RESOLVED, that Subsidiary merge, and it hereby does merge, with and into Parent, with Parent as the surviving corporation, and Parent hereby assumes all of Subsidiary’s liabilities and obligations;

 
RESOLVED FURTHER, that an authorized officer of the Parent (the “ Authorized Officer ”), is hereby authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge Subsidiary with and into Parent and for Parent to assume all liabilities and obligations of Subsidiary, and the date of adoption thereto, and to file the same with the Secretary of State of Delaware; and
 
RESOLVED FURTHER, that the Authorized Officers of the Parent be, and they hereby are, authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect said Merger.
 
IN WITNESS WHEREOF, Parent has caused this Certificate of Ownership and Merger to be executed by its duly Authorized Officer on December 31, 2014.

 	By:	 /s/ Randy L. Taylor	
 	 	Randy L. Taylor, Chief Financial Officer	
 
2 

 

State of Delaware	 	 	 	
Secretary of State	 	 	 	
Division of Corporations	 	CERTIFICATE OF AMENDMENT OF	 	
Delivered 07:55 AM 08/14/2015	 	CERTIFICATE OF INCORPORATION	 	
FILED 07:55 AM 08/14/2015	 	OF GLOBAL CASH ACCESS, INC.,	 	
SRV 151171647 - 2913302 FILE	 	a Delaware corporation	 	
 
Global Cash Access, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify that:
 
1.                                       Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
 
“1.                                 The name of the Corporation is Everi Payments Inc.”
 
2.                                       The foregoing amendment to the Certificate of Incorporation has been duly approved by the Corporation’s Board of Directors in accordance with Sections 141 and 242 of the Delaware General Corporation Law.
 
3.                                       The foregoing amendment to the Certificate of Incorporation shall be effective on August 24, 2015 and the effective time shall be 12:01 a.m., Eastern Standard Time.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed this 14 th  day of August, 2015.

 	GLOBAL CASH ACCESS, INC.	

 	By:	/s/ Juliet A. Lim	
 	Name:	Juliet A. Lim	
 	Title:	Executive Vice President, Payments, and General Counsel	

Exhibit 3.1.5
 
CERTIFICATE OF FORMATION
 
OF
 
CENTRAL CREDIT, LLC
 
This Certificate of Formation of Central Credit, LLC (the “LLC”), dated February 4, 1999, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq .)
 
FIRST. The name of the limited liability company formed hereby is Central Credit, LLC.
 
SECOND. The address of the registered office of the LLC in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
 
THIRD. The existence of the LLC shall be perpetual.
 
FOURTH. The purpose of the LLC is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

 	/s/ Heide Schroeder	
 	Heide Schroeder	
 	Authorized Person	

STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 09:00 AM 02/04/1999	 	
991047223 - 3001745	 	

 

 	STATE OF DELAWARE	
 	SECRETARY OF STATE	
 	DIVISION OF CORPORATIONS	
 	FILED 03:00 PM 09/03/1999	
 	991370962 - 3001745	
 
CERTIFICATE OF MERGER
 
Pursuant to Section 18-209(c) of the Delaware
Limited Liability Company Act
 
MERGER
 
OF
 
CENTRAL CREDIT, INC.
 
INTO
 
CENTRAL CREDIT, LLC
 
The undersigned limited liability company does hereby certify:
 
1.                         The names and states of formation or organization of each of the constituent parties to the merger are as follows:

Name	 	State of Formation/Organization	
 	 	 	
Central Credit, LLC	 	Delaware	
Central Credit, Inc.	 	Nevada	
 
2.                         An agreement and plan of merger (the “Merger Agreement”) between the parties to the merger has been approved and executed by each of the constituent parties in accordance with Section 18-209(c) of the Delaware Limited Liability Company Act.
 
3.                         The name of the surviving limited liability company in the merger is Central Credit, LLC.
 
4.                         This Certificate of Merger shall be effective upon filing.
 
5.                         The Merger Agreement is on file at a principal place of business of Central Credit, LLC. The address of said place of business is 20 Black Fox Way, Redwood City, CA 94062.
 
6.                         A copy of the Merger Agreement will be furnished by Central Credit, LLC upon request and without cost to any member or stockholder of either of the constituent parties.

 
IN WITNESS WHEREOF, the undersigned limited liability company has caused this Certificate of Merger to be signed by Kirk E. Sanford, its President, and attested by Meredith L. Moore as of the 3rd day of September, 1999.

 	CENTRAL CREDIT, LLC	

 	By:	/s/ Kirk E. Sanford	
 	 	Kirk E. Sanford	
 	 	President	

ATTEST:	 	

/s/ Meredith L. Moore	 	 	
Name: Meredith L. Moore	 	
Title:	 	

SIGNATURE PAGE FOR CERTIFICATE OF MERGER TO BE FILED IN DELAWARE

 

State of Delaware	 	
Secretary of State	 	
Division of Corporations	 	
Delivered 01:08 PM 07/19/2010	 	
FILED 12:27 PM 07/19/2010	 	
SRV 100751539 - 3001745 FILE	 	
 
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF AGENT
AMENDMENT OF LIMITED LIABILITY COMPANY
 
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
 
1.                                       The name of the limited liability company is CENTRAL CREDIT, LLC
 
2.                                       The Registered Office of the limited liability company in the State of Delaware is changed to 32 W. Loockerman Street, Suite 201 (street), in the City of Dover, Zip Code 19904. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is REGISTERED AGENT SOLUTIONS, INC.

 	By:	/s/ Scott H. Betts	
 	 	Authorized Person	

 	Name:	Scott H. Betts	
 	 	Print or Type	

 

State of Delaware	 	
Secretary of State	 	
Division of Corporations	 	
Delivered 05:48 PM 08/05/2011	 	
FILED 05:05 PM 08/05/2011	 	
SRV 110895986 - 3001745 FILE	 	
 
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC AND FOREIGN LIMITED LIABILITY COMPANIES
INTO A DOMESTIC LIMITED LIABILITY COMPANY
 
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
 
FIRST: The name of the surviving limited liability company is Central Credit, LLC, a Delaware limited liability company.
 
SECOND: The names of the limited liability companies being merged into this surviving limited liability company are:
 
Casino Credit Services, LLC, a Delaware limited liability company; and
 
JL Services, LLC, a Michigan limited liability company.
 
THIRD: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.
 
FOURTH : The name of the surviving limited liability company is Central Credit, LLC, a Delaware limited liability company.
 
FIFTH: The executed Agreement of Merger is on file at 3525 Post Road, Suite 120, Las Vegas, Nevada 89120, the principal place of business of the surviving limited liability company.
 
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies or to any person holding an interest in any other business entity which is to merge or consolidate.
 
[Signatures Follow]

 
IN WITNESS WHEREOF, said limited liability companies have caused this certificate to be signed by an authorized person, the 3 rd  day of August, A.D., 2011.

 	CENTRAL CREDIT, LLC	
 	a Delaware Limited Liability Company	
 	 	
 	By: Global Cash Access, Inc.	
 	Its: Managing Member	

 	 	By:	/s/ Scott H. Betts	
 	 	 	Scott H. Betts	
 	 	Its: President and CEO	

 	CASINO CREDIT SERVICES, LLC	
 	a Delaware Limited Liability Company	

 	By:	/s/ Scott Betts	
 	 	Scott Betts	
 	Its: Manager	

 	JL SERVICES, LLC	
 	a Michigan Limited Liability Company	

 	By:	/s/ Scott Betts	
 	 	Scott Betts	
 	Its: Manager	

Exhibit 3.1.6

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 06:50 PM 11/12/2013	
 	FILED 06:42 PM 11/12/2013	
 	SRV 131300756 - 5431102 FILE	
 
STATE OF DELAWARE
 
LIMITED LIABILITY COMPANY
 
CERTIFICATE OF FORMATION
 
OF
 
GCA MTL, LLC
 
FIRST : The name of the limited liability company is GCA MTL, LLC.
 
SECOND : The address of its registered office in the State of Delaware is 1679 South Dupont Highway, Suite 100, Dover, Delaware 19901. The name of its registered agent at such address is Registered Agent Solutions, Inc.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of GCA MTL, LLC on November 8, 2013.

 	By:	/s/ David Lopez	
 	 	David Lopez	
 	 	President and CEO	

Exhibit 3.1.7
 
AMENDED AND RESTATED CERTIFICATE OF FORMATION
 
OF
 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
 
The undersigned, Vice President and Chief Financial Officer, of Multimedia Games Holding Company, Inc., a Texas corporation (the “Corporation”), hereby executes this Amended and Restated Certificate of Formation as herein set forth in accordance with the Texas Business Organization Code (the “TBOC”).
 
ARTICLE I
 
The name of the corporation is Multimedia Games Holding Company, Inc.
 
ARTICLE II
 
The period of its duration is perpetual.
 
ARTICLE III
 
The purpose or purposes for which the corporation is organized are to engage in and transact any lawful business for which corporations may be incorporated under the TBOC.
 
ARTICLE IV
 
The total number of shares of stock which the Corporation shall have the authority to issue is 1,000 shares.  The shares shall have no par value.
 
ARTICLE V
 
The street address of the Corporation’s registered office in the State of Texas is 1701 Directors Blvd., Suite 300, Austin, TX 78744, and the name of its registered agent at such address is Registered Agent Solutions, Inc.
 
ARTICLE VI
 
The number of directors constituting the board of directors and the names and addresses of the persons who are to serve as directors until the annual meeting of the shareholders or until their successors are elected and qualified are as follows:

 	Ram V. Chary	
 	7250 S. Tenaya Way, Suite 200	
 	Las Vegas, NV 89113	
 
ARTICLE VII
 
This Amended and Restated Certificate of Formation shall be effective upon filing by the secretary of state.

 

Date: December 19, 2014	 	
 	MULTIMEDIA GAMES HOLDING	
 	COMPANY, INC.	

 	By:	/s/ Randy L. Taylor	
 	Name:	Randy L Taylor	
 	Title:	EVP/CFO/Treasurer	
 
[Signature Page to Amended and Restated Certificate of Formation]

 

 	FILED	
 	in the Office of the	
 	Secretary of State of Texas	
 	 	
 	AUG 12 2015	
 	 	
 	Corporations Section	
 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
 
CERTIFICATE OF AMENDMENT
 
TO
 
AMENDED AND RESTATED CERTIFICATE OF FORMATION
 
Pursuant to the provisions of Section 3.053 of the Texas Business Organizations Code (the “TBOC”) , the undersigned corporation adopted this Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Formation (“Certificate of Formation”) .
 
ARTICLE I
 
The name of the corporation is Multimedia Games Holding Company, Inc. (the “Company”) . The file number issued to the Company by the Secretary of State of Texas is 120429500 and the date of formation of the Company is August 30, 1991.
 
ARTICLE II
 
The amendment to the Certificate of Formation effected hereby amends and restates Article I to the Certificate of Formation to change the name of the corporation such that Article I states in its entirety as follows:
 
“ARTICLE I
 
“The name of the corporation is Everi Games Holding Inc.”
 
ARTICLE III
 
This Certificate of Amendment has been approved in the manner required by the TBOC and by the governing documents of the Company.
 
ARTICLE V
 
This Certificate of Amendment becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is August 24, 2015 and the effective time shall be 12:01 a.m., Eastern Standard Time.
 
***

 
The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provision of law governing the Company to execute the filing instrument.

Dated: August 14, 2015	By:	/s/ Juliet A. Lim	
 	Name:	Juliet A. Lim	
 	Title:	Executive Vice President, General Counsel and Secretary	

Exhibit 3.1.8

STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 09:00 AM 11/05/1993	 	
753308077 - 2358311	 	
 
CERTIFICATE OF INCORPORATION
 
OF
 
MBMC ACQUISITION CORP.
 
THE UNDERSIGNED , for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
 
FIRST : The name of the corporation is MBMC Acquisition Corp. (the “Corporation”).
 
SECOND : The address of the Corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.
 
THIRD : The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
 
FOURTH : The total number of shares of capital stock which the Corporation shall have authority to issue is 10,000 shares of common stock, $.01 par value per share.
 
FIFTH : Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.
 
SIXTH : The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the extent permitted by the laws of the State of Delaware, as they may be amended from time to time.
 
SEVENTH : No person who is or was at any time a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director; provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Article SEVENTH shall not

 
eliminate or limit the liability of a director (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article SEVENTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.
 
EIGHTH : In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.
 
NINTH : Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this Corporation.
 
TENTH : Except as otherwise required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from
 
2 

 
time to time designated by the By-Laws or by resolution of the stockholders or Directors. Elections of Directors need not be by ballot unless the By-Laws of the Corporation shall so provide.
 
ELEVENTH : The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
 
TWELFTH : The name and address of the incorporator is Howard Kailes, Park 80 West-Plaza Two, Saddle Brook, New Jersey 07662.
 
IN WITNESS WHEREOF , the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 3rd day of November, 1993.

 	/s/ Howard Kailes	
 	Howard Kailes	
 	Incorporator	
 
3 

 

STATE OF DELAWARE	 	
SECRETARY OF STATE	 	
DIVISION OF CORPORATIONS	 	
FILED 02:30 PM 01/05/1995	 	
950003211 - 2358311	 	
 
CERTIFICATE OF AMENDMENT
 
OF
 
CERTIFICATE OF INCORPORATION
 
OF
 
MBMC ACQUISITION CORP.
 
MBMC ACQUISITION CORP ., a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”) DOES HEREBY CERTIFY as follows:
 
FIRST : The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST of the Certificate of Incorporation in its present form and substituting therefor a new Article FIRST in the following form:
 
FIRST : The name of the Corporation is MegaBingo, Inc. (the “Corporation”).
 
SECOND : The amendment to the Certificate of Incorporation of the Corporation set forth in this certificate of Amendment has been duly adopted in accordance with the applicable provision of Section 242 of the GCL: (a) the Board of Directors of the Corporation having duly adopted resolutions setting forth the proposed amendment and declaring its advisability at a meeting of the Board of Directors of the Corporation duly called and held on December 22, 1994 in conformity with the By-laws of the Corporation, and (b) the sole holder of all of the 1,000 shares of the common stock, $.01 par value, of the Corporation entitled to vote thereon having duly adopted at a meeting thereon December 22, 1994 duly called and held upon notice in accordance with Section 222 of the GCL.
 
THIRD : The capital of the Corporation will not be reduced by reason of the amendment to its Certificate of Incorporation set forth in this Certificate of Amendment.
 
IN WITNESS WHEREOF , the Corporation has caused this Certificate to be executed on its behalf by its Chairman of the Board as of this 30 th  day of December, 1994.

 	/s/ Larry Montgomery	
 	Larry Montgomery	
 	Vice President	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 03:28 PM 09/15/2010	
 	FILED 02:59 PM 09/15/2010	
 	SRV 100910693 - 2358311 FILE	
 
CERTIFICATE OF MERGER
 
MERGING
 
MGAM SERVICES, L.L.C.
 
WITH AND INTO
 
MEGABINGO, INC.
 
Pursuant to Section 264(c) of the Delaware General Corporation Law (“DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act, MegaBingo, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:
 
FIRST : That the Corporation was organized pursuant to the DGCL on November 5, 1993, as MBMC Acquisition Corp.
 
SECOND : That the Corporation is the sole manager, and owns 100% of the outstanding membership units, of MGAM Services, L.L.C., a Delaware limited liability company (the “Subsidiary”).
 
THIRD : That the original Certificate of Incorporation of the Subsidiary was filed with the Secretary of State of the State of Delaware on August 15, 2002.
 
FOURTH : That the Subsidiary was converted to a limited liability company on January 29, 2003, and the Certificate of Formation of the Subsidiary was filed with the Secretary of State of the State of Delaware on January 29, 2003.
 
FIFTH : That the Board of Directors of the Corporation at a meeting held on September 13, 2010, determined to merge the Subsidiary into the Corporation, with the Corporation being the surviving corporation, and did adopt the following resolutions:
 
NOW, THEREFORE, BE IT RESOLVED , that the Corporation merge the Subsidiary into itself and assume all obligations, if any, of the Subsidiary; and further
 
RESOLVED , that the authorized officers of the Corporation be and hereby are directed to make and execute a certificate of merger setting forth a copy of the resolution to merge the Subsidiary into the Corporation and assume its obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of the State of Delaware.
 
SIXTH : That the Corporation hereby merges the Subsidiary into the Corporation, which merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.
 
SEVENTH : That an Agreement of Merger, dated as of September 15, 2010, by and between the Corporation and the Subsidiary (the “Agreement of Merger”) is on file at 206 Wild Basin Road South, Bldg. B, 4th Floor, Austin, Texas 78746, the principal place of business of the surviving corporation. A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the Corporation or member of the Subsidiary.
 
EIGHTH : The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Corporation and the Subsidiary in accordance with Section 264(c) of the DGCL.

 
NINTH : That the Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the surviving corporation.
 
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Merger to be signed by Patrick Ramsey, its authorized officer, this 15 th  day of September, 2010.

 	MEGABINGO, INC.	

 	By:	/s/ Patrick Ramsey	
 	 	Patrick Ramsey	
 	 	President	
 
2 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 09:36 AM 04/01/2011	
 	FILED 09:36 AM 04/01/2011	
 	SRV 110368143 - 2358311 FILE	
 
CERTIFICATE OF AMENDMENT
 
OF
 
CERTIFICATE OF INCORPORATION
 
OF
 
MEGABINGO, INC.
 
MEGABINGO, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify as follows:
 
FIRST : The Certificate of Incorporation of the Corporation is hereby amended by deleting Article First of the Certificate of Incorporation in its present form and substituting in place thereof a new Article FIRST in the following form:
 
FIRST : The name of the Corporation is Multimedia Games, Inc. (the “Corporation”).
 
SECOND : The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the application provision of Section 242 of the DGCL: (a) the Board of Directors having duly adopted resolutions setting forth the Board of Directors of the Corporation duly called and held on March 22, 2011 in conformity with the Bylaws of the Corporation, and (b) the sole holder of all of the 1,000 shares of the common stock, $0.01 par value, of the Corporation entitled to vote thereon having duly adopted at a meeting thereon March 22, 2011 duly called and held upon notice in accordance with Section 222 of the DGCL.
 
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 28th day of March, 2011.

 	By:	/s/ Patrick Ramsey	
 	 	Patrick Ramsey	
 	 	President	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 10:17 AM 09/28/2012	
 	FILED 10:17 AM 09/28/2012	
 	SRV 121078152 - 2358311 FILE	
 
CERTIFICATE OF MERGER
 
MERGING
 
MGAM SYSTEMS, INC.
 
a Delaware corporation
 
WITH AND INTO
 
MULTIMEDIA GAMES, INC.
 
a Delaware corporation
 
Pursuant to Title 8, Section 251 of the Delaware General Corporation Law (“ DGCL ”), Multimedia Games, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Surviving Corporation ”), does hereby certify to the following information regarding the merger of MGAM Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Merging Corporation ”), with and into the Surviving Corporation (the “ Merger ”):
 
FIRST : That the Surviving Corporation was organized pursuant to the DGCL on November 5, 1993, as MBMC Acquisition Corp.
 
SECOND : That the names and states of incorporation of the Surviving Corporation and the Merging Corporation (the “ Entities ”) are as follows:

Name	 	State	
Multimedia Games, Inc.	 	Delaware	
MGAM Systems, Inc.	 	Delaware	
 
THIRD : That the original Certificate of Incorporation of the Merging Corporation was filed with the Secretary of State of the State of Delaware on September 4, 2002.
 
FOURTH : The Agreement of Merger, dated as of September 21, 2012, by and between the Surviving Corporation and the Merging Corporation (the “ Agreement of Merger ”), setting forth the terms and conditions of the Merger, has been approved, adopted, executed and acknowledged by each of the Entities in accordance with Title 8, Section 251 of the DGCL (and with respect to the Merging Corporation, by the written consent of its sole stockholder in accordance with section 228 of the DGCL).
 
FIFTH : The name of the corporation surviving the Merger is “Multimedia Games, Inc.”
 
SIXTH : The Certificate of Incorporation of the Surviving Corporation as in effect immediately prior to the Merger shall be its Certificate of Incorporation upon the effectiveness of the Merger.
 
SEVENTH : The Agreement of Merger is on file at the principal place of business of the Surviving Corporation: 206 Wild Basin Road South, Bldg. B, Austin, Texas 78746. A copy of the Agreement of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the Entities.
 
EIGHTH : The merger is to become effective at 11:59 p.m. on September 30, 2012 following the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

 
IN WITNESS WHEREOF , the Surviving Corporation has caused this Certificate of Merger to be signed by Patrick Ramsey, its authorized officer, as of this Illegible day of September, 2012.

 	MULTIMEDIA GAMES, INC.	

 	By:	/s/ Patrick Ramsey	
 	 	Patrick Ramsey	
 	 	President and Chief Executive Officer	
 
2 

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 10:35 AM 10/01/2014	
 	FILED 10:26 AM 10/01/2014	
 	SRV 141242938 - 2358311 FILE	
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
OF
 
POKERTEK, INC.
 
(a North Carolina corporation)
 
INTO
 
MULTIMEDIA GAMES, INC.
 
(a Delaware corporation)
 
It is hereby certified that:
 
1.                               Multimedia Games, Inc., hereinafter sometimes referred to as the “Corporation,” is a corporation incorporated pursuant to the provisions of the General Corporation Law of the State of Delaware.
 
2.                               The Corporation is the owner of all of the outstanding shares of the common stock of PokerTek, Inc., hereinafter referred to as “PokerTek,” which is a corporation incorporated pursuant to the provisions of the Business Corporation Act of the State of North Carolina.
 
3.                               On October 1, 2014, the Board of Directors of the Corporation adopted the following resolutions to merge PokerTek into the Corporation:
 
RESOLVED that PokerTek be merged into the Corporation, and that all of the estate, property, rights, privileges, powers and franchises, including, but not limited to, all contracts, permits and licenses, of PokerTek be vested in and held and enjoyed by the Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by PokerTek in its name.
 
RESOLVED that the Corporation shall assume all of the obligations of PokerTek.
 
RESOLVED that the Corporation shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware, by the laws of the State of North Carolina and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the State of Delaware, the State of North Carolina and within any other appropriate jurisdiction.
 
1 

 
4.                                       The merger is to be effective at 5:01 p.m., Eastern Daylight Time, on October 1, 2014.
 
Executed on October 1, 2014.

 	MULTIMEDIA GAMES, INC.	

 	By:	/s/ Todd F. McTavish	
 	 	Todd F. McTavish, Secretary	
 
2 

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 01:37 PM 02/12/2015	
 	FILED 01:33 PM 02/12/2015	
 	SRV 150187897 - 2358311 FILE	
 
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE
 
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
 
1.                                       The name of the corporation is Multimedia Games, Inc.
 
2.                                       The Registered Office of the corporation in the State of Delaware is changed to 1679 S. Dupont Hwy. Suite 100 (street), in the City of Dover, County of Kent, Zip Code 19901. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Registered Agent Solutions, Inc.
 
3.                                       The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

 	By:	/s/ Randy L. Taylor	
 	 	Authorized Officer	

 	Name:	Randy L. Taylor	
 	 	Print or Type	

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 07:55 AM 08/14/2015
FILED 07:55 AM 08/14/2015
SRV 151171648 - 2358311 FILE	 	CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MULTIMEDIA GAMES, INC.,
a Delaware corporation	 	
 
Multimedia Games, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
 
1.                                  Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
 
“FIRST:                                       The name of the corporation is Everi Games Inc. (the “Corporation”).”
 
2.                                  The foregoing amendment to the Certificate of Incorporation has been duly approved by the Corporation’s Board of Directors in accordance with Sections 141 and 242 of the Delaware General Corporation Law.
 
3.                                  The foregoing amendment to the Certificate of Incorporation shall be effective on August 24, 2015 and the effective time shall be 12:01 a.m., Eastern Standard Time.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed this 14 th  day of August, 2015.

 	MULTIMEDIA GAMES, INC.	

 	By:	/s/ Juliet A. Lim	
 	Name:	Juliet A. Lim	
 	Title:	Executive Vice President, General Counsel and Secretary	

Exhibit 3.1.9

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 07:03 PM 08/01/2011	
 	FILED 06:09 PM 08/01/2011	
 	SRV 110879254 - 5018712 FILE	
 
CERTIFICATE OF FORMATION
 
OF
 
MGAM TECHNOLOGIES, LLC
 
The undersigned, an authorized person for the purpose of forming a limited liability company (hereinafter called the “Company”), under the provisions and subject to the requiremrents of the Delaware Limited Liability Company Act, hereby certifies that:
 
1.             The name of the Company shall be MGAM Technologies, LLC.
 
2.             The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the registered agent for service of process located at that address is Corporation Service Company.
 
Executed on: August 1, 2011

 	MULTIMEDIA GAMES, INC., its sole member	

 	By:	/s/ Patrick Ramsey	
 	 	Patrick Ramsey	
 	 	President	

 

 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 01:07 PM 11/12/2014	
 	FILED 12:52 PM 11/12/2014	
 	SRV 141399371 - 5018712 FILE	
 
STATE OF DELAWARE
CERTIFICATE OF REVIVAL OF
A DELAWARE LIMITED LIABILITY COMPANY
PURSUANT TO TITLE 6, SEC. 18-1109
 
1.      Name of the Limited Liability Company: MGAM Technologies, LLC.
 
2.      Date of the original filing with the Delaware Secretary of State: 08/01/2011.
 
3.      The name and address of the Registered Agent is Corporation Service Company, 2711 Centerville RD, Suite 400, Wilmington, DE 19808
 
4.      Insert any other matters the members determine to include herein:

5.      This Certificate of Revival is being filed by one or more persons authorized to Execute and file the Certificate of Revival.
 
In witness whereof, the above name Limited Liability Company does hereby certify that the Limited Liability Company is paying all annual Taxes, penalties and interest due to the State of Delaware.

 	BY:	/s/ Todd Francis McTavish	
 	 	Authorized Person	
 	Name:	Todd Francis McTavish	
 	 	Print or Type	

Exhibit 3.2.2
 
SECOND AMENDED AND RESTATED
 
BYLAWS
 
OF
 
EVERI PAYMENTS INC.
 
a Delaware corporation
 
Effective as of August 24, 2015

 
TABLE OF CONTENTS

 	 	Page	
ARTICLE 1	OFFICES	1	
 	 	 	
Section 1.1	Registered Office	1	
Section 1.2	Other Offices	1	
 	 	 	
ARTICLE 2	STOCKHOLDERS’ MEETINGS	1	
 	 	 	
Section 2.1	Place of Meetings	1	
Section 2.2	Annual Meetings	1	
Section 2.3	Special Meetings	1	
Section 2.4	Notice of Meetings	2	
Section 2.5	Quorum and Voting	3	
Section 2.6	Voting Rights	3	
Section 2.7	Voting Procedures and Inspectors of Elections	4	
Section 2.8	List of Stockholders	5	
Section 2.9	Stockholder Proposals at Annual Meetings	6	
Section 2.10	Nominations of Persons for Election to the Board of Directors	6	
Section 2.11	Action Without Meeting	7	
 	 	 	
ARTICLE 3	DIRECTORS	8	
 	 	 	
Section 3.1	Number and Term of Office	8	
Section 3.2	Powers	9	
Section 3.3	Vacancies	9	
Section 3.4	Resignations and Removals	9	
Section 3.5	Meetings	9	
Section 3.6	Quorum and Voting	10	
Section 3.7	Action Without Meeting	11	
Section 3.8	Fees and Compensation	11	
Section 3.9	Committees	11	
 	 	 	
ARTICLE 4	OFFICERS	12	
 	 	 	
Section 4.1	Officers Designated	12	
Section 4.2	Tenure and Duties of Officers	12	
 	 	 	
ARTICLE 5	EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION	14	
 	 	 	
Section 5.1	Execution of Corporate Instruments	14	
 
i 

 

 	TABLE OF CONTENTS	 	
 	(continued)	 	
 	 	Page	
 	 	 	
Section 5.2	Voting of Securities Owned by Corporation	14	
 	 	 	
ARTICLE 6	SHARES OF STOCK	14	
 	 	 	
Section 6.1	Form and Execution of Certificates	14	
Section 6.2	Lost Certificates	15	
Section 6.3	Transfers	15	
Section 6.4	Fixing Record Dates	15	
Section 6.5	Registered Stockholders	17	
 	 	 	
ARTICLE 7	OTHER SECURITIES OF THE CORPORATION	17	
 	 	 	
ARTICLE 8	INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS	17	
 	 	 	
Section 8.1	Right to Indemnification	17	
Section 8.2	Authority to Advance Expenses	18	
Section 8.3	Right of Claimant to Bring Suit	18	
Section 8.4	Provisions Nonexclusive	19	
Section 8.5	Authority to Insure	19	
Section 8.6	Survival of Rights	19	
Section 8.7	Settlement of Claims	19	
Section 8.8	Effect of Amendment	19	
Section 8.9	Subrogation	19	
Section 8.10	No Duplication of Payments	20	
 	 	 	
ARTICLE 9	NOTICES	20	
 	 	 	
ARTICLE 10	AMENDMENTS	21	
 
ii 

SECOND AMENDED AND RESTATED
 
BYLAWS
 
OF
 
EVERI PAYMENTS INC.
 
ARTICLE 1
 
OFFICES
 
Section 1.1                                    Registered Office.
 
The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.
 
Section 1.2                                    Other Offices.
 
The corporation shall also have and maintain an office or principal place of business at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
 
ARTICLE 2
 
STOCKHOLDERS’ MEETINGS
 
Section 2.1                                    Place of Meetings.
 
Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof.
 
Section 2.2                                    Annual Meetings.
 
The annual meetings of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.
 
Section 2.3                                    Special Meetings.
 
Special Meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directors at any time.
 
1 

 
Section 2.4                                    Notice of Meetings.
 
(a)                                  Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.
 
(b)                                  If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.
 
(c)                                   When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
(d)                                  Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
 
(e)                                   Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of Delaware General Corporation Law, the certificate of incorporation, or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific
 
2 

 
posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
 
Section 2.5                                    Quorum and Voting.
 
(a)                                  At all meetings of stockholders except where otherwise provided by law, the Certificate of Incorporation or these bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
 
(b)                                  Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation.
 
Section 2.6                                    Voting Rights.
 
(a)                                  Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date, for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.
 
(b)                                  Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the
 
3 

 
pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.
 
(c)                                   Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:
 
(1)                                  A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.
 
(2)                                  A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone, telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telephone, telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization.
 
If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.
 
(d)                                  Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile, telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
 
Section 2.7                                    Voting Procedures and Inspectors of Elections.
 
(a)                                  The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.
 
(b)                                  The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and
 
4 

 
ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
 
(c)                                   The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.
 
(d)                                  In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.
 
Section 2.8                                    List of Stockholders.
 
The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
 
5 

 
Section 2.9                                    Stockholder Proposals at Annual Meetings.
 
At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.
 
Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in Section 2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.
 
The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Section 2.9, and if he should so determine he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.
 
Nothing in this Section 2.9 shall affect the right of a stockholder to request inclusion of a proposal in the corporation’s proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.
 
Section 2.10                             Nominations of Persons for Election to the Board of Directors.
 
In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board
 
6 

 
of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of shareholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.
 
The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
 
Section 2.11                             Action Without Meeting.
 
(a)                                  Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation in accordance with this Section. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
 
7 

 
(b)                                  A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the corporation.
 
(c)                                   Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
 
ARTICLE 3
 
DIRECTORS
 
Section 3.1                                    Number and Term of Office.
 
The number of directors of the corporation shall not be less than five (5) nor more than nine (9) until changed by amendment of the Certificate of Incorporation or by a bylaw amending this Section 3.1 duly adopted by the vote or written consent of holders of a majority of the outstanding shares or by the Board of Directors. The exact number of directors shall be fixed from time to time, within the limits specified in the Certificate of Incorporation or in this Section 3.1, by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote, or by the Board of Directors. Subject to the foregoing provisions for changing the number of directors, the number of directors of the corporation has been fixed at eight (8).
 
8 

Section 3.2                                    Powers.
 
The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.
 
Section 3.3                                    Vacancies.
 
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board.
 
Section 3.4                                    Resignations and Removals.
 
(a)                                  Any director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.
 
(b)                                  At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors or any individual director may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors.
 
(1)                                  Unless the certificate of incorporation otherwise provides, if the Board of Directors is classified, shareholders may effect removal only for cause.
 
(2)                                  If the corporation has cumulative voting for directors, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election of the entire board.
 
Section 3.5                            Meetings.
 
(a)                          The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of
 
9 

 
Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.
 
(b)                                  Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place, within or without the State of Delaware, which has been designated by resolutions of the Board of Directors or the written consent of all directors.
 
(c)                                   Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by any of the directors.
 
(d)                                  Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile transmission or other form of electronic transmission at least 48 hours before the start of the meeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.
 
Section 3.6                                    Quorum and Voting.
 
(a)                                  A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of Article III of these bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
 
(b)                                  At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these bylaws.
 
(c)                                   Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
 
(d)                                  The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
 
10 

 
Section 3.7                                    Action Without Meeting.
 
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
 
Section 3.8                                    Fees and Compensation.
 
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.
 
Section 3.9                                    Committees.
 
(a)                                  Executive Committee: The Board of Directors may appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the corporation, except such committee shall not have the power or authority to amend these bylaws or to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the General Corporation Law.
 
(b)                                  Other Committees: The Board of Directors may, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these bylaws.
 
(c)                                   Term: The terms of members of all committees of the Board of Directors shall expire on the date of the next annual meeting of the Board of Directors following their appointment; provided that they shall continue in office until their successors are appointed. The Board, subject to the provisions of subsections (a) or (b) of this Section 3.9, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member
 
11 

 
of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
 
(d)                                          Meetings: Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof; or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
 
ARTICLE 4
 
OFFICERS
 
Section 4.1                                    Officers Designated.
 
The officers of the corporation shall be a President, a Secretary and a Treasurer. The Board of Directors or the President may also appoint a Chairman of the Board, one or more Vice-Presidents, assistant secretaries, assistant treasurers, and such other officers and agents with such powers and duties as it or he shall deem necessary. The order of the seniority of the Vice-Presidents shall be in the order of their nomination unless otherwise determined by the Board of Directors. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.
 
Section 4.2                                    Tenure and Duties of Officers.
 
(a)                                  General: All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these bylaws shall be construed as creating any kind of contractual right to employment with the corporation.
 
12 

 
(b)                                  Duties of the Chairman of the Board of Directors: The Chairman of the Board of Directors (if there be such an officer appointed) shall be the chief executive officer of the corporation and when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
 
(c)                                   Duties of President: The President shall be the chief executive officer of the corporation in the absence of the Chairman of the Board and shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
 
(d)                                  Duties of Vice-Presidents: The Vice-Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice-President shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
 
(e)                                   Duties of Secretary: The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation, which may be maintained in either paper or electronic form. The Secretary shall give notice, in conformity with these bylaws, of all meetings of the stockholders and of all meetings of the Board of Directors and any Committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
 
(f)                                    Duties of Treasurer: The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any assistant treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each assistant treasurer shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
 
13 

 
ARTICLE 5
 
EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION
 
Section 5.1                                    Execution of Corporate Instruments.
 
(a)                                  The Board of Directors may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.
 
(b)                                  Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any assistant secretary or assistant treasurer. All other instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.
 
(c)                                   All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.
 
(d)                                  Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors.
 
Section 5.2                                    Voting of Securities Owned by Corporation.
 
All stock and other securities of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board (if there be such an officer appointed), or by the President, or by any Vice-President.
 
ARTICLE 6
 
SHARES OF STOCK
 
Section 6.1                                    Form and Execution of Certificates.
 
The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Certificates
 
14 

 
for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
 
Section 6.2                                    Lost Certificates.
 
The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
 
Section 6.3                                    Transfers.
 
Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.
 
Section 6.4                                    Fixing Record Dates.
 
(a)                                  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more
 
15 

 
than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
 
(b)                                  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
 
(c)                                   In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
16 

Section 6.5                                    Registered Stockholders.
 
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
 
ARTICLE 7
 
OTHER SECURITIES OF THE CORPORATION
 
All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an assistant secretary, or the Treasurer or an assistant treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an assistant treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officer of the corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.
 
ARTICLE 8
 
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
 
Section 8.1                                    Right to Indemnification.
 
Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer,
 
17 

 
employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided , however , that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.
 
Section 8.2                                    Authority to Advance Expenses.
 
Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.
 
Section 8.3                                    Right of Claimant to Bring Suit.
 
If a claim under Section 8.1 or 8.2 of this Article is not paid in full by the corporation within 90 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the
 
18 

 
applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.
 
Section 8.4                                    Provisions Nonexclusive.
 
The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.
 
Section 8.5                                    Authority to Insure.
 
The corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article.
 
Section 8.6                                    Survival of Rights.
 
The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
Section 8.7                                    Settlement of Claims.
 
The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.
 
Section 8.8                                    Effect of Amendment.
 
Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.
 
Section 8.9                                    Subrogation.
 
In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.
 
19 

 
Section 8.10                             No Duplication of Payments.
 
The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
 
ARTICLE 9
 
NOTICES
 
Whenever, under any provisions of these bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 2.4(e) of these bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimile telephone number or other form of electronic address as such director shall have filed in writing or by electronic communication with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a
 
20 

 
license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
 
ARTICLE 10
 
AMENDMENTS
 
These bylaws may be repealed, altered or amended or new bylaws adopted by written consent of stockholders in the manner authorized by Section 2.11 of Article II, or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these bylaws or the Certificate of Incorporation. The Board of Directors shall also have the authority to repeal, alter or amend these bylaws or adopt new bylaws (including, without limitation, the amendment of any bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors, subject to the power of the stockholders to change or repeal such bylaws and provided that the Board of Directors shall not make or alter any bylaws fixing the qualifications, classifications, or term of office of directors.
 
21 

Exhibit 3.2.3
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
CENTRAL CREDIT, LLC
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of CENTRAL CREDIT, LLC (the “ Company ”), is entered into as of the 2nd day of March, 2004, by CCI Acquisition, LLC, as the sole member of the limited liability company (the “ Member ”).
 
The Member is executing this Agreement in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et   seq .), as amended from time to time (the “ Delaware Act ”), and hereby agrees as follows:
 
1.           Purpose . The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed and to engage in any and all activities necessary or incidental to the foregoing.
 
2.           Powers of the Company .
 
(i)            The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to, or for the furtherance of, the purpose set forth in Section 1, including, but not limited to, the power:
 
(a)           to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;
 
(b)           to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;
 
(c)           to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “ Affiliate ”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;
 
(d)           to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to

 
be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;
 
(e)      to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;
 
(f)       to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;
 
(g)      to appoint employees and agents of the Company, and define their duties and fix their compensation;
 
(h)      to indemnify any person or entity and to obtain any and all types of insurance;
 
(i)       to cease its activities and cancel its insurance;
 
(j)       to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;
 
(k)      to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;
 
(l)       to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of, or against, the Company or to hold such proceeds against the payment of contingent liabilities; and
 
(m)     to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.
 
(ii)           The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware Act) upon the approval of the Member, in its sole discretion.
 
3.             Member . The name and the business address of the Member of the Company are as follows:

Name : CCI Acquisition, LLC	Address :	3525 East Post Road, Suite 120	
 	 	Las Vegas, NV 89120	
 
2 

 
4.           Powers of Member . The Member shall have the power to exercise any and all rights and powers on behalf of and in the name of the Company. Except as otherwise required by the Delaware Act, the Member shall have the power to act for and on behalf of, and to bind, the Company. Each officer of the Company is hereby designated as an authorized person, within the meaning of the Delaware Act, to execute, deliver and file any amendments and/or restatements to the certificate of formation of the Company and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
 
5.           Management . The Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Member may appoint or remove at will one or more officers, from time to time. Unless otherwise required by a mandatory provision of law, neither the Company nor the Member shall have any obligation to maintain any books or records of the Company.
 
6.           Term; Dissolution . The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 6. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member, or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act. If at any time there is no Member of the Company, the Company shall not dissolve but the personal representative (as defined in the Delaware Act) of the Member shall agree in writing to continue the Company and to the admission of the personal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member. Upon the dissolution of the Company, the Member shall wind up the Company’s affairs as provided in the Delaware Act. Upon completion of the winding up of the Company, the Member shall distribute the property of the Company as follows:
 
(i)            First, to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof); and
 
(ii)           Second, to the Member in cash or property, or partly in cash and partly in property, as determined by the Member.
 
Upon the completion of the winding up and liquidation of the Company, the Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware canceling the Company’s certificate of formation at which time the Company shall terminate.
 
7.           Allocation of Profits and Losses; Tax Status . The Company’s profits and losses shall be allocated to the Member. At all times that the Company has only one member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes and that the Company be treated as a division of the Member.
 
3 

 
8.           Distributions . Distributions shall be made to the Member at the times and in the amounts determined by the Member, provided that no distribution shall be made in violation of the Delaware Act.
 
9.           Assignments . The Member may transfer or assign (including as a collateral assignment or pledge) in whole or in part its limited liability company interest. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.
 
10.        Resignation . The Member may resign from the Company at such time as it shall determine.
 
11.        Admission of Additional Members . One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, this Agreement shall be amended by the Member and the person or persons to be admitted as additional members to make such changes as they shall determine to reflect the fact that the Company shall have more than one member.
 
12.        Liability of Member . The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Delaware Act.
 
13.        Amendment . This Agreement may be amended or modified only by a written instrument signed by the Member.
 
14.        Governing Law . This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call for the application of the substantive laws of a jurisdiction other than the State of Delaware.
 
15.        Entire Agreement . This Agreement and the documents and agreements contemplated in this Agreement constitute the entire agreement with the Member with regard to the subject matter hereof and thereof. This Agreement amends and restates in its entirety any “limited liability company agreement” relating to the Company within the meaning of the Delaware Act.
 
16.        Benefits . Except as expressly provided herein, this Agreement is entered into for the sole and exclusive benefit of the parties hereto and will not be interpreted in such a manner as to give rise to or create any rights or benefits of or for any person or entity not a party hereto.
 
17.        Severability . If any provision of this Agreement, or the application of such provision to any person or circumstances, is held invalid or unenforceable, the remainder of this
 
4 

 
Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall continue in full force without being impaired or invalidated.
 
[Remainder of page left intentionally blank.]
 
5 

 
IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

 	CCI ACQUISITION, LLC	
 	 	
 	By:	/s/ Kirk E. Sanford	
 	 	Name: Kirk E. Sanford	
 	 	Title: President	

Exhibit 3.2.4
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
GCA MTL, LLC
 
This Limited Liability Company Agreement (this “Agreement” ) of GCA MTL, LLC (the “Company” ), dated November 8, 2013, is entered into by Global Cash Access, Inc., a Delaware corporation (the “Member” ).
 
WHEREAS, the Company was formed under and subject to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et   seq .), as amended from time to time (the “ Act ”), for the purpose described below; and
 
WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and the Member’s rights and obligations with respect thereto.
 
NOW, THEREFORE, the Member agrees as follows:
 
1.             Name . The name of the Company is “GCA MTL, LLC”.
 
2.             Purpose . The Company has been formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.
 
3.             Registered Office . The address of the registered office of the Company in the State of Delaware is 1679 South Dupont Highway, Suite 100, Dover, Delaware 19901.
 
4.             Registered Agent . The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Registered Agent Solutions, Inc.
 
5.             Member Address . The address of the Member is 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113.
 
6.             Management Authority . The Member shall be the sole managing member (the “Manager” ) of the Company. The business and affairs of the Company shall be managed by the Manager, which shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.
 
7.             Delegation of Management Authority . As determined by the Manager in its sole discretion, the Manager may from time to time delegate to any person or entity the management authority of the Manager under this Agreement.
 
8.             Dissolution . The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Manager; (b) the resignation, bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the
 
1 

 
continued membership the Member in the Company; or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
 
9              Capital Contributions . All capital contributions to the Company shall be made in the sole discretion of the Manager.
 
10.          Allocation of Profits and Losses; Tax Matters . In accordance with Section 301.7701-3(a) of the United States federal income tax regulations, for federal and applicable state income tax purposes and solely for such purposes, (a) the Company shall be disregarded as an entity separate from the Member and (b) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by the Member.
 
11.          Distributions . Distributions shall be made to the Member at the times and in the aggregate amounts as determined by the Manager in its sole discretion.
 
12.          Assignments . The Member may assign in whole or in part its limited liability company interest in the Company.
 
13.          Admission of Additional Members . One or more additional persons or entities may be admitted to the Company as members with the prior written consent of the Manager. Upon such admission, the Member (and such new member(s)) shall agree to and make appropriate changes to this Agreement in writing, including changes to reflect the status of the Company as a partnership for applicable income tax purposes.
 
14.          Liability of Member . The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.
 
15.          Amendment . This Agreement may be amended from time to time by the Member.
 
16.          Governing Law . This Agreement shall be governed by, and construed under, the internal laws of the State of Delaware.
 
17.          Creditors Not Benefited . Nothing contained in this Agreement is intended or shall be deemed to benefit any creditor of the Company or the Member, and no creditor of the Company shall be entitled to require the Company or the Member to solicit or accept any capital contribution for the Company or to enforce any right that the Company may have against the Member under this Agreement.
 
IN WITNESS WHEREOF, the Member executed this Agreement as of the date first written above.

 	 	GLOBAL CASH ACCESS, INC.	

By:	 	/s/ David Lopez	
Name:	 	David Lopez	
Title:	 	President and CEO	
 
2 

Exhibit 3.2.5
 
NINTH AMENDED AND RESTATED
 
BYLAWS
 
OF
 
EVERI GAMES HOLDING INC.
 
Effective as of August 24, 2015

 
EVERI GAMES HOLDING INC.
 
NINTH AMENDED AND RESTATED
 
BYLAWS
 
TABLE OF CONTENTS

ARTICLE I CAPITAL STOCK	1	
1.1	Certificates Representing Shares	1	
1.2	Shareholders of Record	1	
1.3	Transfer of Shares	2	
 	 	 	
ARTICLE II MEETINGS OF SHAREHOLDERS	2	
2.1	Place of Meetings	2	
2.2	Annual Meeting	2	
2.3	Special Meetings	2	
2.4	Notice of Meeting	2	
2.5	Fixing Record Dates	3	
 	(a)	Fixing Record Dates for Matters Other Than Consents To Action	3	
 	(b)	Fixing Record Dates for Consents to Action	4	
2.6	Voting List	4	
2.7	Voting at Meetings	4	
2.8	Quorum and Voting by Shareholders	5	
 	(a)	Quorum	5	
 	(b)	Voting on Matters Other than the Election of Directors	5	
 	(c)	Voting in the Election of Directors	5	
2.9	Officers	5	
2.10	Action by Written Consent	5	
 	 	 	
ARTICLE III DIRECTORS	6	
3.1	General Powers	6	
3.2	Number and Tenure	6	
3.3	Vacancies	6	
3.4	Place of Meeting	6	
3.5	Regular Meetings	6	
3.6	Special Meetings	7	
3.7	Quorum of and Action by Directors	7	
3.8	Compensation	7	
3.9	Removal	7	
3.10	Committees	7	
3.11	Action by Written Consent	8	
 	 	 	
ARTICLE IV OFFICERS	8	
4.1	Officers	8	
4.2	Vacancies	8	
4.3	Removal	8	
 
i 

 

4.4	Chairman of the Board	8	
4.5	President	8	
4.6	Vice President	9	
4.7	Secretary	9	
4.8	Treasurer	9	
4.9	Additional Titles	9	
4.10	Delegation of Authority	10	
 	 	 	
ARTICLE V INDEMNIFICATION AND INSURANCE	10	
5.1	Indemnification and Advancement of Expenses	10	
5.2	Continuing Offer; Reliance; Effect of Amendment	10	
5.3	Insurance	11	
5.4	Severability	11	
 	 	 	
ARTICLE VI MISCELLANEOUS PROVISIONS	11	
6.1	Amendments	11	
6.2	Waiver	12	
6.3	Conference Telephone Meetings	12	
6.4	Offices	12	
6.5	Resignations	12	
6.6	Seal	12	
6.7	Fiscal Year	12	
6.8	Books and Records	12	
 
ii 

NINTH AMENDED AND RESTATED
 
BYLAWS
 
OF
 
EVERI GAMES HOLDING INC.
(herein referred to as the “Corporation”)
 
ARTICLE I 
CAPITAL STOCK
 
1.1                                Certificates Representing Shares .  The Corporation shall deliver certificates representing shares to which shareholders are entitled in such form as shall be approved by the Board of Directors, or the Corporation may issue uncertificated shares in accordance with the requirements of the Texas Business Organizations Code.  Each certificate shall bear on its face the statement that the Corporation is organized in Texas, the name of the shareholder to whom the certificate is being issued, the name of the Corporation, the number, class and series of shares issued and the par value or a statement that the shares are without par value.  Each certificate shall also contain, on its face or back, all recitations or references required by law.  Certificates for shares of the Corporation shall be issued only when consideration for the shares has been fully paid.  Such certificates shall be signed by the President or a Vice President and the Secretary or any Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof.  Where any such certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation, the signatures of any such President or Vice President and Secretary or Assistant Secretary may be facsimiles.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.  The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued.
 
1.2                                Shareholders of Record .  The Board of Directors of the Corporation may appoint one (1) or more transfer agents or registrars of any class of stock of the Corporation.  Unless and until such appointment is made, the Secretary of the Corporation shall maintain, among other records, share transfer records, which shall set forth the names and addresses of all past and current shareholders of the Corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issues or from transfer.  The share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.  Unless otherwise provided by law, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 2.5 of these Bylaws) as the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into stock
 
1 

 
transfer agreements or voting trust agreements with respect to those shares, or giving proxies with respect to those shares.  Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person does not possess a certificate for those shares.
 
1.3                                Transfer of Shares .  The shares of the Corporation shall be transferable on the share transfer records of the Corporation by the holder of record thereof, or his duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificates representing such shares.  All certificates surrendered for transfer shall be cancelled and no new certificate shall be issued until a former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the Corporation and any transfer agent or registrar as the Board of Directors or the Secretary may prescribe.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.
 
ARTICLE II 
MEETINGS OF SHAREHOLDERS
 
2.1                                Place of Meetings .  All meetings of shareholders shall be held at the registered office of the Corporation or at such other place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting.
 
2.2                                Annual Meeting .  Commencing in calendar year 2014, the annual meeting of the Shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as shall be determined by the Board of Directors and stated in the notice of meeting.
 
2.3                                Special Meetings .  Special meetings of the shareholders may be called at any time by the President or the Board of Directors.  Special meetings of shareholders may also be called by the Secretary upon the written request of the holders of at least ten percent (10%) of the outstanding stock entitled to be voted at such meeting.  Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat.
 
2.4                                Notice of Meeting .  Written notice of all meetings, stating the place, day, and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.  Notice for an adjourned meeting is not necessary
 
2 

 
unless the meeting is adjourned for thirty (30) days or more, in which case, notice of the adjourned meeting shall be given as in the case of any special meeting.  Any notice required to be given to any shareholder under any provision of the Texas Business Organizations Code, the Certificate of Formation or these Bylaws need not be given to the shareholder if (1) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (2) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a twelve (12) month period have been mailed to that person, addressed at his address as shown on the share transfer records of the Corporation, and have been returned undeliverable.  Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the Corporation is reflected in any articles or document filed with the Texas Secretary of State, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given.  If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.
 
2.5                                Fixing Record Dates .
 
(a)                                  Fixing Record Dates for Matters Other Than Consents To Action .  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors of the Corporation may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in the case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to remove a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.5(a), such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.
 
3 

 
(b)                                  Fixing Record Dates for Consents to Action .  Unless a record date shall have previously been fixed or determined pursuant to this Section 2.5(b), whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders pursuant to Section 2.10 herein, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 2.10 herein.  If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.
 
2.6                                Voting List .  The officer or agent having charge of the share transfer records of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share transfer records shall be prima facie evidence as to the identity of the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders.  Failure to comply with any requirements of this Section 2.6 shall not affect the validity of any action taken at such meeting.
 
2.7                                Voting at Meetings .  Any holder of shares of the Corporation entitled to vote shall be entitled to one vote for each such share, either in person or by proxy executed in writing by the shareholder.  A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section 2.7.  Voting on any resolution at the meeting shall be by voice, unless any shareholder demands a ballot vote before the voting begins.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest, including the appointment as proxy of (a) a pledgee, (b) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares, (c) a creditor of the Corporation who extended it credit under terms requiring the appointment, (d) an employee of the Corporation whose employment contract requires the appointment, or (e) a party to a voting agreement created under the Texas Business Organizations Code.  A revocable proxy shall be deemed to have been revoked if the Secretary of the Corporation shall have received at or before
 
4 

 
the meeting instructions or revocation or a proxy bearing a later date, which instructions or proxy shall have been duly executed and dated in writing by the shareholder.  Treasury shares, shares of the Corporation’s stock owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of its own stock held by a corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
 
2.8                                Quorum and Voting by Shareholders .
 
(a)                                  Quorum .  With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy.  Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.  The shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.
 
(b)                                  Voting on Matters Other than the Election of Directors .  With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Organizations Code, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders.
 
(c)                                   Voting in the Election of Directors .  Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.
 
2.9                                Officers .  The President shall preside at, and the Secretary shall keep the records of each meeting of shareholders.  In the absence of either such officer, his or her duties shall be performed by another director or officer of the Corporation appointed at the meeting.
 
2.10                         Action by Written Consent .  Any action required by the Texas Business Organizations Code to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.  Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner rewired by this Section 2.10, a consent or consents signed by the holder or holders of shares
 
5 

 
having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded.  Delivery shall be by hand or certified or registered mail, return receipt requested.  Delivery to the Corporation’s principal place of business shall be addressed to the President of the Corporation.  A telegram telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section 2.10.  Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.
 
ARTICLE III 
DIRECTORS
 
3.1                                General Powers .  The powers of the Corporation shall be exercised by or under the authority of and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.
 
3.2                                Number and Tenure .  The number of directors shall initially consist of one (1) member.  The number of members of the Board of Directors may be increased or decreased from time to time by resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director.  Unless sooner removed in accordance with these Bylaws, members of the Board of Directors shall hold office until the next annual meeting of shareholders and until their successors shall have been elected and qualified.  At each annual meeting of shareholders, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting.  Directors need not be residents of the State of Texas or shareholders of the Corporation.
 
3.3                                Vacancies .  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the entire Board.  Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.  Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
 
3.4                                Place of Meeting .  Meetings of the Board of Directors may be held either within or without the State of Texas, at whatever place is specified by the officer calling the meeting.  In the absence of specific designation, the meetings shall be held at the principal business office of the Corporation.
 
3.5                                Regular Meetings .  The Board of Directors shall meet each year immediately following the annual meeting of the shareholders, at the place of such meeting, for the
 
6 

 
transaction of such business as may properly be brought before it.  The Board of Directors may designate other times for the conduct of regular meetings of the Board of Directors.  No notice of annual meetings or regular meetings for which the Board of Directors has designated a time need be given to members of the Board of’ Directors.
 
3.6                                Special Meetings .  Special meetings of the Board of Directors may be held at any time upon the call of the President, or any two (2) directors of the Corporation, or, if there is only one (1) director, by him.  Notice shall be sent by mail or telegram to the last known address of each director at least four (4) days before the meeting.  Oral notice may be substituted for such written notice if given not later than one day before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice.  Attendance of a director at such meeting shall also constitute a waiver of notice thereof except where such director attends for the announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
 
3.7                                Quorum of and Action by Directors .  A majority of the number of directors fixed by or in the manner provided in these Bylaws, as from time to time amended, shall constitute a quorum for the transaction of business, but a smaller number may adjourn the meeting from time to time until the attendance of a quorum can be secured.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.
 
3.8                                Compensation .  Directors as such shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
 
3.9                                Removal .  Any and all directors may be removed, either for or without cause, at any special meeting of shareholders by the affirmative vote of a majority of the outstanding shares entitled to vote at elections of directors.  The notice calling such meeting shall give notice of the intention to act upon such matter, and if the notice so provides, the vacancy caused by such removal may be filled at such meeting by vote of a plurality of the shares represented at such meeting and entitled to vote for the election of directors.
 
3.10                         Committees .  The Board of Directors may, by resolution adopted by a majority of the full Board, designate one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee.  Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Texas Business Organizations Code.  The Board of Directors, by resolution adopted by a majority of the full Board, shall have the power at
 
7 

 
any time to change the powers and members of any committee, to fill vacancies and to terminate the existence of any committee.  Members of any committee shall receive such compensation as the Board of Directors may from time to time provide.  The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof of any responsibility imposed by law.  Every committee so designated shall keep regular minutes of its proceedings and regularly report the minutes to the Board of Directors.
 
3.11                         Action by Written Consent .  Any action that may be taken at a regular or special meeting of the Board of Directors or any committee of the Board may be taken without a meeting if a consent in writing, setting forth the actions to be taken, shall be signed by all of those persons entitled to vote at that meeting, and such consent shall have the same force and effect as a unanimous vote of the Board or such committee.  No notice shall be required in connection with the use of a written consent pursuant to this Section 3.11.
 
ARTICLE IV 
OFFICERS
 
4.1                                Officers .  The officers of the Corporation shall be elected by the Board of Directors and shall, at a minimum, consist of a President and a Secretary.  The Board of Directors may elect such other officers, including a Chairman of the Board, a Vice President or Vice Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers, and appoint such agents, as it may deem necessary or desirable.  All officers shall, unless otherwise removed by the Board of Directors, hold office until their successors are elected and qualified.  Any two or more offices may be held by the same person.  The salaries of the officers shall be determined by the Board of Directors, and may be altered by the Board from time to time, except as otherwise provided by contract.  All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Corporation’s business.
 
4.2                                Vacancies .  Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall, unless otherwise removed by the Board of Directors, hold office until his successor is chosen and qualified.
 
4.3                                Removal .  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.
 
4.4                                Chairman of the Board .  The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman by the Board of Directors.
 
4.5                                President .  Subject to the supervisory powers, if any, that may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall
 
8 

 
be the principal executive officer of the Corporation, and subject to the control of the Board of Directors, shall, in general, supervise and control all of the business and affairs of the Corporation.  The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, of the Board of Directors.  The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed and executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
 
4.6                                Vice President .  Each Vice President, if there shall be such an officer, shall perform such duties and have such powers as may from time to time be prescribed by the Board of Directors or be delegated to him or her by the President or Chairman of the Board.  Vice Presidents may be given special designations such as “Senior Vice President,” “Executive Vice President,” “Vice President—Finance,” or any other designation deemed appropriate by the Board of Directors.
 
4.7                                Secretary .  It shall be the duty of the Secretary to send any and all required notices of and to attend all meetings of the shareholders and Board of Directors and record correctly the proceedings of such meetings in a book suitable for that purpose.  It shall also be the duty of the Secretary to attest with his or her signature and the seal of the Corporation all stock certificates issued by the Corporation and to keep a stock transfer book in which shall be correctly recorded all transactions pertaining to the capital stock of the Corporation.  The Secretary shall attest and keep at the registered office of the Corporation the original or a copy of these Bylaws, as they may be amended, and the original of the Certificate of Formation, as they may be amended.  The Secretary shall also attest with his or her signature and the seal of the Corporation all deeds, conveyances or other instruments requiring the seal of the Corporation.  The person holding the office of Secretary shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him or her.  The duties of the Secretary may also be performed by any Assistant Secretary.
 
4.8                                Treasurer .  The Treasurer, if there shall be such an officer, shall keep such moneys of the Corporation as may be entrusted to his or her keeping and account for the same.  The Treasurer shall be prepared at all times to give information as to the condition of the Corporation and shall make a detailed annual report of the entire business and financial condition of the Corporation.  The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him or her.  The duties of the Treasurer may also be performed by any Assistant Treasurer.
 
4.9                                Additional Titles .  In addition to their titles as designated in Sections 4.4 through 4.8, particular officers of the Corporation may be given titles indicative of their managerial responsibilities within the Corporation.  The officer of the Corporation chiefly responsible for corporate policy-making and the general supervision and direction of the Corporation’s business
 
9 

 
may, in addition to his or her other title or titles, be designated the “Chief Executive Officer.”  The officer of the Corporation charged with supervision and management of the daily operations of the Corporation may, in addition to his or her other title or titles, be designated the “Chief Operating Officer.”  The officer of the Corporation chiefly responsible for the finances, securities and accounting systems of the Corporation may, in addition to his or her other title or titles, be designated the “Chief Financial Officer.”  The Board of Directors may give officers of the Corporation such other additional titles and designations as it shall deem appropriate.
 
4.10                         Delegation of Authority .  In the ease of any absence of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of such officer to any other officer or to any director, employee, shareholder or agent for whatever period of time seems desirable, provided that a majority of the entire Board concurs therein.
 
ARTICLE V 
INDEMNIFICATION AND INSURANCE
 
5.1                                Indemnification and Advancement of Expenses .  The Corporation shall indemnify and/or advance expenses to a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person (i) is or was a director, officer, employee or agent of the Corporation, or (ii) is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent provided by, and in accordance with the procedures set forth in Section 8 of the Texas Business Organizations Code (“Section 8”) and any other applicable laws, provided, however, that Section 8 shall be modified in the following respects as applied to the Corporation:
 
(a)                                  Indemnification of any person who has satisfied the standard of conduct set forth in Section 8 shall be mandatory rather than optional.  The determination under Section 8 that indemnification shall be made shall also constitute authorization of indemnification under Section 8.
 
(b)                                  Advancement of expenses to a person who has satisfied the requirements of Section 8 shall be mandatory rather than optional.
 
(c)                                   Payment or reimbursement of expenses to a person pursuant to Section 8 in connection with his appearance as a witness or other participation in a proceeding shall be mandatory rather than optional.
 
5.2                                Continuing Offer; Reliance; Effect of Amendment .  The provisions of this Article are for the benefit of, and may be enforced by, each director, officer, employee, agent or other person identified in Section 5.1, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such person, and constitute a continuing offer to all present and future persons occupying any such position.  The Corporation, by its adoption of these Bylaws, will continue to rely upon the provisions of this Article V in agreeing to serve and serving in any of the capacities referred to above, waives reliance upon,
 
10 

and all notices of acceptance of, such provisions by each such person and acknowledges and agrees that no present or future person occupying any such position shall be prejudiced in his right to enforce the provisions of this Article V in accordance with their terms by any act or failure to act on the part of the Corporation.  No amendment, modification or repeal of this Article V or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future director, officer, employee, agent or other person identified in Section 1 of this Article V to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such person, under and in accordance with the provisions of this Article V as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
 
5.3                                Insurance .  Subject to Section 8, the Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee, agent or other person identified in Section 5.1, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him against that liability under Section 5.1,
 
5.4                                Severability .  The indemnification and/or advancement of expenses provided by this Article V shall be subject to all valid and applicable laws, including, without limitation, Article 2.02-1.  If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and/or advance expenses to each director or officer, employee, agent, or other person identified in Section 5.1, to the fullest extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.  If any provision hereof should be held by a court of competent jurisdiction to be invalid, it shall be limited only to the extent necessary to make such provision enforceable, it being the intent of this Article V to indemnify and/or advance expenses to each individual who serves or who has served as a director, officer, employee, agent, or other person identified in Section 5.1 to the maximum extent permitted by law.
 
ARTICLE VI 
MISCELLANEOUS PROVISIONS
 
6.1                                Amendments . The Board of Directors shall have the power to amend or repeal these Bylaws or adopt new Bylaws, unless the shareholders in amending, repealing or adopting a new Bylaw expressly provide that the Board of Directors may not amend or repeal that Bylaw.  The Board of Directors may exercise this power at any regular or special meeting at which a quorum is present by the affirmative vote of a majority of the directors present at the meeting and without any notice of the action taken with respect to the Bylaws having been contained in the notice or waiver of notice of such meeting.  Unless the Corporation’s Certificate of Formation or a Bylaw adopted by the shareholders provide otherwise as to all or some portion of the Bylaws, the Corporation’s shareholders may amend, repeal or adopt Bylaws even though the Bylaws may also be amended, repealed or adopted by the Board of Directors.  The shareholders may amend, repeal or adopt new Bylaws at any annual meeting of the shareholders or at any special meeting of the shareholders at which a quorum is present or represented, provided that
 
11 

 
notice of the proposed alteration or repeal is contained in the notice of such special meeting, by the affirmative vote of a majority of the shares entitled to vote at such meeting and present or represented thereat.  The directors shall not amend these Bylaws so as to effect a change in the time or place of the meeting for the election of directors within sixty (60) days next before the day on which such meeting is to be held; furthermore, in case of any change of said time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address at least twenty (20) days before the meeting is held.
 
6.2                                Waiver .  Whenever, under the provisions of any law, the Certificate of Formation or amendments thereto, or these Bylaws, any notice is required to be given to any shareholders, director or committee member, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Moreover, attendance at any meeting by a shareholder or director shall constitute a waiver of notice of said meeting by such shareholder or director unless such individual attends the meeting for the specific purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened.
 
6.3                                Conference Telephone Meetings .  Meetings of shareholders, directors or any committee thereof, may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section 6.3 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened.
 
6.4                                Offices .  The principal office of the Corporation shall be located in Las Vegas, Nevada unless and until changed by resolution of the Board of Directors.  The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or as the business of the Corporation may require.
 
6.5                                Resignations .  Any director or officer may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
 
6.6                                Seal .  The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors, but the use of a seal shall not be essential to the validity of any agreement entered into by the Corporation, unless otherwise provided by law.
 
6.7                                Fiscal Year .  The fiscal year of the Corporation shall be fixed by the Board of Directors, provided, however, that if such fiscal year is not fixed by the Board of Directors and the Board of Directors does not defer its determination of the fiscal year, the fiscal year shall be the calendar year.
 
6.8                                Books and Records .  The Corporation shall maintain those books and records required by the Texas Business Organizations Code and such further books and records as it may deem necessary or desirable.  All books and records required by the Texas Business
 
12 

 
Organizations Code shall be open to inspection of the shareholders from time to time and to the extent expressly provided by the Texas Business Organizations Code, and not otherwise.  The members of the Board of Directors may examine all such books and records at all reasonable times.
 
13 

Exhibit 3.2.6
 
SECOND AMENDED AND RESTATED BYLAWS
 
OF
 
EVERI GAMES INC.
 
Effective as of August 24, 2015

 
SECOND AMENDED AND RESTATED BYLAWS
 
OF
 
EVERI GAMES INC.
 
PREAMBLE
 
These Second Amended and Restated Bylaws (“Bylaws”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “GCL”) and the certificate of incorporation of Multimedia Games, Inc., a Delaware corporation (the “Corporation”) then in effect (the “Certificate”).  In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the GCL or the provisions of the Certificate, such provisions of the GCL or the Certificate, as the case may be, will be controlling.
 
I.
 
OFFICES
 
The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware and the name and address of its registered agent is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.
 
II.
 
STOCKHOLDERS
 
Section 2.1.                                  Time and Place of Meetings and Annual Meetings .  All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Directors.  In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.  An annual meeting of stockholders shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.  The date of the annual meeting shall be determined by the Board of Directors.
 
Section 2.2.                                  Time and Place of Meetings .  Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either at the request in writing of stockholders holding fifty percent (50%) of the Common Stock of the Corporation issued and outstanding and entitled to vote generally in the election of directors pursuant to the Certificate of Incorporation.  Such request shall state the purpose of the proposed meeting.

 
All special meetings of the stockholders shall be held at such place, within or without the State of Delaware, as shall be designated by the Board of Directors.  In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.
 
Section 2.3.                                  Notice of Meetings .  Written notice of each meeting of the stockholders stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.  The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.
 
Section 2.4.                                  Quorum .  The holders of a majority of the Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law.  If a quorum is not present or represented, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be presented or represented.  At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
Section 2.5.                                  Voting .  Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be decided by a majority of votes cast by holders of the stock represented and entitled to vote thereon, with each such holder having the number of votes per share and voting as a member of such classes of stockholders as may be provided in the Certificate of Incorporation, unless the question is one upon which, by express provision of law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after one year from its date, unless such proxy provides for a longer period.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.
 
Section 2.6.                                  Informal Action By Stockholders .  Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
 
Section 2.7.                                  List of Stockholders Entitled to Vote .  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days
 
2 

 
before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.
 
Section 2.8.                                  Stock Ledger .  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
 
III.
 
DIRECTORS
 
Section 3.1.                                  General Powers .  The business and affairs of the Corporation shall be managed and controlled by or under the direction of a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
 
Section 3.2.                                  Number and Election of Directors .  The Board of Directors shall consist of at least one (1), and no more than fifteen (15) members.  Except as provided in Section 3.3 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.  Any director may resign at any time upon notice to the Corporation.  Directors need not be stockholders.
 
Section 3.3.                                  Chairman of the Board .  The Chairman of the Board if any, when elected, shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, shall preside at meetings of stockholders and shall have such other functions, authority and duties as customarily appertain to the Chairman of the Board of a business corporation or as may be prescribed by the Board of Directors.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws.
 
Section 3.4.                                  Vacancies .  Except as provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the Directors then in office though less than a quorum, and each Director so chosen shall hold office until his successor is elected and qualified or until his earlier resignation or removal.  If there are no Directors in office, then an election of Directors may be held in the manner provided by law.
 
3 

 
Section 3.5.                                  Place of Meetings .  The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.
 
Section 3.6.                                  Regular Meetings .  The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders.  Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board.
 
Section 3.7.                                  Notice of Meetings .  Notice of any regular or special meeting of directors shall be given to each director by the Secretary or by the directors calling the meeting.  The notices of all meetings shall state the place, date, hour and purpose(s) of the meeting.  Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone or (ii) by sending a telegram or telex, or delivering written notice by hand, to his last known business or home address in each case at least two days in advance of a regular meeting and 72 hours in advance of a special meeting.
 
Section 3.8.                                  Special Meetings .  Special meetings of the Board of Directors may be called by any director or the President.  Two days written or telephonic notice of special meetings need be given.
 
Section 3.9.                                  Quorum .  Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
 
Section 3.10.                           Organization .  The Chairman of the Board, if elected, shall act as chairman at all meetings of the Board of Directors.  If a Chairman of the Board is not elected or, if elected, is not present, the President, or if the President is not present, a Director chosen by a majority of the Directors present, shall act as chairman at meetings of the Board of Directors.
 
Section 3.11.                           Action without Meeting .  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
 
Section 3.12.                           Attendance by Telephone .  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
 
4 

 
Section 3.13.                           Removal .  Except as otherwise provided in the Certificate of Incorporation, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
 
Section 3.14.                           Compensation of Directors .  Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine.  No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations or any of its stockholders in any other capacity and receiving compensation for such service.
 
IV.
 
OFFICERS
 
Section 4.1.                                  Enumeration .  The officers of the Corporation shall be chosen by the Board of Directors and may include a Chief Executive Officer, President, a Secretary and a Treasurer.  The Board of Directors may also elect one or more Vice Chairmen, one or more Senior or other Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate.  Any number of offices may be held by the same person.  The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.
 
Section 4.2.                                  Term of Office .  The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation required by this Article shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors.  Each successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier death, resignation or removal.
 
Section 4.3.                                  Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors.  The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.
 
5 

 
Section 4.4.                                  President .  The President shall serve as and be the Chief Executive Officer of the Corporation and shall have the powers and perform the duties of the Chief Executive Officer of the Corporation as set forth in Section 4.3 above, unless the Board has elected a person other than the President as the Chief Executive Officer of the Corporation, in which case the Chief Executive Officer shall determine the powers and duties of the President.
 
Section 4.5.                                  Vice President .  At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President
 
Section 4.6.                                  Secretary .  The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board or the President.  The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.  The Secretary shall also keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, sign with the President or Vice President, certificates for shares of the Corporation, the issuance of which shall be authorized by resolution of the Board of Directors, and have general charge of the stock transfer books of the Corporation.
 
Section 4.7.                                  Assistant Secretary .  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Secretary.
 
Section 4.8.                                  Treasurer .  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings or when
 
6 

the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President.
 
Section 4.9.                                  Assistant Treasurer .  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Treasurer.
 
Section 4.10.                           Other Officers .  The President or Board of Directors may appoint other officers and agents for any Group, Division or Department into which this Corporation may be divided by the Board of Directors, with titles as the President or Board of Directors may from time to time deem appropriate.  All such officers and agents shall receive such compensation, have such tenure and exercise such authority as the President or Board of Directors may specify.  All appointments made by the President hereunder and all the terms and conditions thereof must be reported to the Board of Directors.
 
In no case shall an officer or agent of any one Group, Division or Department have authority to bind another Group, Division or Department of the Company or to bind the Corporation except as to the business and affairs of the Group, Division or Department of which he or she is an officer or agent.
 
Section 4.11.                           Salaries .  The salaries of the elected officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
 
Section 4.12.                           Voting Securities Held by the Corporation .  Unless otherwise provided by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incidental to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors, may, by resolution, from time to time confer like powers upon any other person or persons.
 
V.
 
CERTIFICATES OF STOCK
 
Section 5.1.                                  Form .  The shares of the Corporation shall be represented by certificates.  Certificates of stock in the Corporation, if any, shall be signed by or in the name of the
 
7 

 
Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation.  Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.
 
Section 5.2.                                  Transfer .  Except as otherwise established by rules or regulations adopted by the Board of Directors, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books; provided, however, that (1) prior to any transfer, confirmation is obtained from Moody’s Investors Service that the ratings of securities issued by the Corporation will not be reduced or withdrawn as a result of such transfer, and (2) the stock of the Corporation shall not be transferable to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended).
 
Section 5.3.                                  Replacement .  In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe.  The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.
 
Section 5.4.                                  Record Date .  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
 
If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before
 
8 

 
the day on which the meeting is held.  The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.  The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.
 
Section 5.5.                                  Beneficial Owners .  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.  The Corporation shall not be required to register any transfer of shares made in violation of any agreement among a stockholder or investor in the Corporation and the Corporation, or recognize as a holder of any such shares any transferee in such a violative transaction.
 
VI.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Section 6.1.                                  Indemnity .                                     (a)  The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
 
(b)                                  The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
 
9 

 
against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.
 
(c)                                   To the extent that a director, officer, employee or agent of the Corporation, or a person serving in any other enterprise at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) and (b) of this Section, or in defense of any claim, issue or matter therein, the Corporation shall indemnify him against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
 
(d)                                  Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has net the applicable standard of conduct set forth in subsections (a) and (b) of this Section.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors, or (3) by independent legal counsel in a written opinion, or (4) by the stockholders.
 
(e)                                   Expenses incurred by a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section.
 
(f)                                    The indemnification and advancement of expenses provided by or granted pursuant to, the other subsections of this Section shall not limit the Corporation from providing any other indemnification or advancement of expenses permitted by law nor shall it be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
 
(g)                                   The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,
 
10 

 
whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section.
 
(h)                                  The indemnification and advancement of expenses provided by, or granted pursuant to this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
 
(i)                                      For the purposes of this Section, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.
 
(j)                                     This Section shall be construed to give the Corporation the broadest power permissible by the Delaware General Corporation Law, as it now stands and as heretofore amended.
 
VII.
 
GENERAL PROVISIONS
 
Section 7.1.                                  Fiscal Year .  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
 
Section 7.2.                                  Corporate Seal .  The corporate seal shall be in such form as may be approved from time to time by the Board of Directors.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
 
Section 7.3.                                  Notices .  Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Written notice may also be given personally or by telegram, telex or cable.
 
Section 7.4.                                  Waiver of Notice .  Whenever any notice is required to be given under law or the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
 
11 

 
Section 7.5.                                  Resignations and Removals .  Any director or any officer, whenever elected or appointed, may resign at any time by serving written notice of such resignation on the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the President or Secretary.  No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.  Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.
 
Section 7.6.                                  Disbursements .  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
 
Section 7.7.                                  Transaction with Interested Parties .  No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors, officers or employees, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:
 
(a)                                  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
 
(b)                                  The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
 
(c)                                   The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.
 
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
 
12 

 
VIII.
 
AMENDMENTS
 
These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors.  The fact that the power to amend, alter, repeal or adopt the Bylaws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.
 
IX.
 
SUBJECT TO CERTIFICATE OF INCORPORATION
 
These Bylaws and the provisions hereof are subject to the terms and conditions of the Certificate of Incorporation of the Corporation (including any certificates of designations filed thereunder), and in the event of any conflict between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall control.
 
13 

Exhibit 3.2.7
 
OPERATING AGREEMENT
OF
MGAM TECHNOLOGIES, LLC
A DELAWARE LIMITED LIABILITY COMPANY
 
This Operating Agreement (the “ Agreement ”) of MGAM Technologies, LLC, a Delaware limited liability company (the “ Company ”), is made and entered into effective as of August 1, 2011 (the “ Effective Date ”) by Multimedia Games, Inc., a Delaware corporation, as the sole Member (the “ Member ”).
 
AGREEMENT
 
1.             Rights and Obligations: Term . The rights and obligations of the Member and the terms and conditions of the Company shall be governed by the Delaware Limited Liability Company Act (the “ Act ”) and this Agreement. To the extent the provisions of the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern, but only to the extent permitted by law. The term of the Company shall continue until it is dissolved, its affairs are wound up and final liquidating distributions are made pursuant to this Agreement. Except as otherwise provided herein, the Company shall have perpetual existence.
 
2.             Name . The name of the Company shall be MGAM Technologies, LLC. The business of the Company may be conducted under that name, or upon compliance with applicable laws, any other name that the Manager deems appropriate or advisable.
 
3.             Purpose . The purpose of the Company is to engage in any lawful activity which a limited liability company may carry on under the Act. The initial purpose of the Company will be to hold all intellectual property of Multimedia Games Holding Company, Inc. and its affiliates and subsidiaries. Nothing in this Agreement shall prohibit the Member from engaging in any business, investment or other activity of any kind, even if such business, investment or activity is competitive with the Company’s business.
 
4.             Registered Office; Registered Agent . The name and address of the Company’s registered agent for service of process in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The Company’s agent for service of process in Delaware may be changed at any time, subject to any limitations as provided in the Act.
 
5.             Tax Classification; Requirement of Separate Books and Records and Segregation of Assets and Liabilities . The Member acknowledges that because the Company will have a single Member, pursuant to Treasury Regulation Section 301.7701-3, the Company shall be disregarded as an entity separate from its owner for U.S. federal income tax purposes until the effective date of any election the Company may make to change its classification for U.S. federal income tax purposes to that of a corporation by filing IRS Form 8832, Entity Classification Election or until the Company has more than one Member, in which case it would be treated as a partnership for U.S. federal income tax purposes (provided that the Company has
 
1 

 
not elected on Form 8832 to be treated as a corporation). In all events, however, the Company shall keep books and records separate from those of its sole Member and shall at all times segregate and account for all of its assets and liabilities separately from those of its sole Member.
 
6.             Title to Assets; Transactions . The Company shall keep title to all of its assets in its own name and not in the name of its Member. The Company shall enter into and engage in all transactions in its own name and not in the name of its Member.
 
7.             Member’s Name and Address . The name and the business address of the Member is as follows: Multimedia Games, Inc., 206 Wild Basin Road South, Building B, Austin, Texas 78746. A Manager or any Member may change their address used for purposes of this Agreement upon notice thereof to the Company.
 
8.             Capital Contributions . Within sixty days of the Effective Date, the Member shall make a capital contribution to the Company in the amount of one hundred dollars ($100). The Member shall make additional capital contributions in such form and at such time as the Member shall determine in the Member’s sole and absolute discretion; provided, however, that any such additional capital contributions shall be evidenced in writing and recorded in the books and records of the Company.
 
9.             Liability of the Member . The Member shall not be liable for any debts or losses of capital or profits of the Company or be required to contribute or lend funds to the Company.
 
10.          Distributions . Subject only to (i) the laws of fraudulent conveyance of the State of Delaware and (ii) any and all other contractual restrictions agreed to by the Company or its Member in writing, the Manager shall have authority to cause the Company to distribute cash or property to the Member, in such amounts, at such times and as of such record dates as the Manager shall determine.
 
11.          Management .
 
(a)           Manager; Term; Removal; Successors . The number of Managers of the Company shall be fixed from time to time by approval of the Member. The Member currently intends that the Company shall have one (1) initial manager (the “ Manager ”) who shall initially be Member. Unless the Manager resigns or is removed, such Manager shall hold office until a successor is elected and qualified. Any vacancy occurring for any reason in the position of Manager may be filled by approval of the Member.
 
(b)           Authority . The business and affairs of the Company shall be managed exclusively by the Manager, provided however, that the Manager may delegate to officers the authority to carry out the Company’s day to day functions. If, at any time, there is more than one Manager, all references to “Manager” shall mean “Managers” acting by unanimous agreement if there are two (2) Managers or by majority vote if there are more than two (2) Managers with each Manager having one (1) vote. The Manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, which may be delegated to the Manager by
 
2 

 
the Member under the laws of the State of Delaware. Any Manager is hereby designated as an authorized person, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. Without limiting the general intent that all key business decisions of the Company may be made exclusively by the Manager, or be agreed upon by a majority of the Managers if there are two (2) or more Mangers, it is expressly agreed that no Manager shall, on behalf of the Company, without the prior oral or written approval of the Member: (i) loan any Company funds; (ii) incur any obligation on the credit of or binding on the Company except in the ordinary course of the Company’s business; (iii) transfer, hypothecate, compromise or release any Company claim except for payment in full; and (iv) sell, lease or hypothecate any Company property or enter into any contract for such purpose other than in the ordinary course of the Company’s business.
 
(c)           Officers . The Manager may provide for the election of officers of the Company and may determine the powers, duties and compensation of such officers.
 
12.          Limitation of Liability; Indemnification . Notwithstanding any other provision to the contrary contained in this Agreement, neither the Member nor any Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or to the Member or assignee of the Member for any loss, damage, cost, liability, or expense incurred by reason of or caused by any act or omission performed or omitted by such Member or Manager, whether alleged to be based upon or arising from errors in judgment, negligence, or breach of duty (including alleged breach of any duty of care or duty of loyalty or other fiduciary duty), except for (i) acts or omissions the Member or Manager knew at the time of the acts or omissions were clearly in conflict with the interest of the Company, or (ii) any transaction from which the Member or Manager derived an improper personal benefit, (iii) a willful breach of this Agreement, or (iv) gross negligence, recklessness, willful misconduct, or knowing violation of law. Without limiting the foregoing, neither the Member or Manager shall in any event be liable for (A) the failure to take any action not specifically required to be taken by the Member or Manager under the terms of this Agreement or (B) any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Company appointed in good faith by the Manager.
 
13.          Transfer of Interests . The Member may transfer the Member’s membership interest in the Company at such time, in such amount and pursuant to such terms, in whole or in part, as the Member shall in the Member’s sole discretion determine.
 
14.          Dissolution and Winding Up . The Company shall dissolve only upon the first to occur of any of the following events: (a) approval of the Member to dissolve the Company; (b) the sale of all or substantially all of the assets of the Company; or (c) the entry of a decree of judicial dissolution. Upon dissolution of the Company, the Manager shall wind up the Company’s affairs. Following the dissolution of the Company, the assets of the Company shall be applied to satisfy claims of creditors and distributed to the Member in liquidation as provided in the Act by the persons charged with winding up the affairs of the Company.
 
3 

 
15.          Books and Records . The Company shall keep books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Company and which shall enable the Company to comply with the requirement that it segregate and account for its assets and liabilities separately from those of the Member. The Company shall prepare financial statements at least annually, which shall include at least a balance sheet and an income statement.
 
16.          Binding Effect . Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Member, and the Member’s successors, transferees, and assigns.
 
17.          Entire Agreement; Amendment . This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written. The Company shall have no oral operating agreements. All amendments to this Agreement shall be in writing and signed by the Member.
 
18.          Headings . Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
 
19.          Severability . Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
 
20.          Governing Law . The laws of the State of Delaware shall govern the validity of this Agreement, the construction and interpretation of its terms, and organization and internal affairs of the Company and the limited liability of any Manager and Member.
 
IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the Effective Date.
 
MULTIMEDIA GAMES, INC.
Sole Member

By:	/s/ Patrick Ramsey	 	
 	Patrick Ramsey	 	
 	President	 	
 
4 

Exhibit 5.1

 
October 23, 2015
 
Everi Payments Inc.
7250 S. Tenaya Way, Suite 100
Las Vegas, Nevada 89113
 
Ladies and Gentlemen:
 
We have acted as counsel to Everi Payments Inc., a Delaware corporation (the “ Company ”), in connection with the Registration Statement on Form S-4 (the “ Registration Statement ”), filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”).  Pursuant to the Registration Statement, the Company is registering under the Securities Act (i) an aggregate of up to $350,000,000 in principal amount of its 10.00% Senior Unsecured Notes due 2022 (the “ Exchange Notes ”) to be issued in exchange (the “ Exchange Offer ”) for a like principal amount of the Company’s outstanding 10.00% Senior Unsecured Notes due 2022 (the “ Outstanding Notes “), and (ii) the Guarantees of 10.00% Senior Unsecured Notes due 2022 (the “ Guarantees ”) of the additional registrants listed in the Registration Statement (the “ Additional Registrants ”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto.  The Outstanding Notes were issued, and the Exchange Notes will be issued, pursuant to an indenture dated as of December 19, 2014, as modified by that certain supplemental indenture dated as of December 19, 2014 and that certain second supplemental indenture dated as of August 4, 2015 (collectively, the “ Indenture ”), by and among the Company, the Additional Registrants and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “ Trustee ”).
 
In rendering the opinion expressed below, we have examined originals or copies of: (i) the Registration Statement, in the form filed with the Commission, (ii) the Registration Rights Agreement, dated December 19, 2014, by and among Movie Escrow, Inc., a Delaware corporation that was merged with and into the Company on the date thereof, (and, by a joinder agreement, the Company and the Additional Registrants) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed therein (the “ Registration Rights Agreement ”), (iii) the Indenture, (iv) specimens of the certificates representing the Exchange Notes, and (v) the other documents delivered by or on behalf of the Company and the Trustee, as applicable, as of the date hereof in connection with the delivery of the Exchange Notes.  We have also examined such other instruments, corporate records, certificates of public officials, certificates of officers or other representatives of the Company and others and other documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

 

Everi Payments Inc.
October 23, 2015
Page 2 
 
We have assumed the following: (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to authentic original documents of all documents submitted to us as copies, (iv) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof, (v) the legal capacity of natural persons, (vi) that the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by each of the parties thereto other than the Company and the Additional Registrants and constitute legally valid, binding and enforceable obligations of such parties enforceable against such parties in accordance with their terms, (vii) that the Exchange Notes will be duly authenticated by the Trustee, and (viii) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions.  As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
 
We express no opinion as to any matter relating to laws of any jurisdiction other than the federal laws of the United States of America, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Texas Business Organizations Code and the laws of the State of New York, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction.
 
We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances and preferences, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration regardless of whether considered in a proceeding in equity or at law.

 

Everi Payments Inc.
October 23, 2015
Page 3 
 
On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the limitations and qualifications set forth herein, we advise you that in our opinion:
 
When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer:
 
(a) the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and will be entitled to the benefits provided by the Indenture, and
 
(b) the Guarantees will constitute valid and binding obligations of the Additional Registrants enforceable against the Additional Registrants in accordance with their terms, and will be entitled to the benefits provided by the Indenture.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is part of the Registration Statement.  The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
 
Very truly yours,
 
DLA Piper LLP (US)
 
/s/ DLA Piper LLP (US)

Exhibit 12.1
 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(amounts in thousands, except ratios)
(unaudited)

 	 	Six Months
Ended June
30,	 	Year Ended December 31,	 	
 	 	2015	 	2014	 	2013	 	2012	 	2011	 	2010	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	$	24,958	 	$	10,756	 	$	10,265	 	$	15,519	 	$	18,638	 	$	16,329	 	
Interest income	 	484	 	980	 	241	 	307	 	152	 	160	 	
Total fixed charges	 	$	25,442	 	$	11,736	 	$	10,506	 	$	15,826	 	$	18,790	 	$	16,489	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(12,741	)	$	12,140	 	$	24,398	 	$	25,689	 	$	9,129	 	$	17,550	 	
Fixed charges	 	25,442	 	11,736	 	10,506	 	15,826	 	18,790	 	16,489	 	
Income tax (benefit) expense	 	(8,858	)	8,161	 	14,487	 	14,774	 	9,586	 	18,751	 	
Total earnings	 	$	3,843	 	$	32,037	 	$	49,391	 	$	56,289	 	$	37,505	 	$	52,790	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges(1)	 	—	(2)	2.7	x	4.7	x	3.6	x	2.0	x	3.2	x	

(1)          We compute the ratio of earnings to fixed charges by dividing (i) earnings (loss), which consists of net income (loss) from continuing operations before income taxes plus fixed charges and amortization of capitalized interest less interest capitalized during the period and adjusted for undistributed earnings in equity investments, by (ii) fixed charges, which consist of interest expensed and capitalized, plus amortized premiums, discounts and capitalized expenses related to indebtedness.
 
(2)          We needed to generate additional earnings of approximately $21.6 million related to the deficiency of earnings available to cover fixed charges to achieve a ratio of earnings to fixed charges of 1.0x for the six months ended June 30, 2015.

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 16, 2015 (October 23, 2015 as to Notes 20 and 23), relating to the consolidated financial statements of Global Cash Access Holdings, Inc. (now known as Everi Holdings Inc.) and subsidiaries appearing in the Current Report on Form 8-K of Everi Holdings Inc. filed October 23, 2015, and of our report dated March 16, 2015 relating to the effectiveness of Global Cash Access Holdings, Inc.’s internal control over financial reporting appearing in the Annual Report on Form 10-K of Global Cash Access Holdings, Inc. for the year ended December 31, 2014, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
 
/s/ DELOITTE & TOUCHE LLP
 
Las Vegas, Nevada
October 23, 2015

Exhibit 23.2
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors and Stockholders
Everi Holdings Inc.
Las Vegas, Nevada
 
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-4 of Everi Holdings Inc. of our report dated November 12, 2014, except for Note 20 which is as of October 23, 2015; relating to Multimedia Games Holding Company, Inc.’s consolidated financial statements, and schedule which is included in the Current Report on Form 8-K filed by Everi Holdings Inc. on October 23, 2015 for the year ended December 31, 2014.
 
We also consent to the reference to us under the caption “Experts” in the Prospectus.
 
/s/ BDO USA, LLP
Austin, Texas
 
October 23, 2015

Exhibit 25.1

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549

 
FORM T-1
 
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)

NEW YORK	 	13-4941247	
(Jurisdiction of Incorporation or	 	(I.R.S. Employer	
organization if not a U.S. national bank)	 	Identification no.)	
 	 	 	
60 WALL STREET	 	 	
NEW YORK, NEW YORK	 	10005	
(Address of principal	 	(Zip Code)	
executive offices)	 	 	
 
Deutsche Bank Trust Company Americas
Attention: Catherine Wang
Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250 – 7544
(Name, address and telephone number of agent for service)

 
EVERI PAYMENTS INC.
(as Issuer)
(Exact name of registrant as specified in its charter)

Delaware	 	6199	 	94-3309549	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	
 
EVERI HOLDINGS INC.
(as guarantor)
(Exact name of registrant as specified in its charter)
 
and
the Additional Registrants
Listed on Schedule A
below

Delaware	 	6199	 	20-0723270	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	
 
7250 S. Tenaya Way, Suite 100
Las Vegas, NV 89113
(800) 833-7110
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Juliet A. Lim
Executive Vice President Payments, General Counsel and Secretary
Michael J. Stein
Senior Vice President, Deputy General Counsel
Everi Holdings Inc.
7250 S. Tenaya Way, Suite 100
Las Vegas, NV 89113
(800) 833-7110
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 
With a copy to:
 
David P. Lewis, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
(480) 606-5100
 
DEBT SECURITIES
(Title of the Indenture securities)

 

 
SCHEDULE A
 
Additional Registrants

Exact Name of Additional Registrant
as Specified in Charter	 	State or
Other
Jurisdiction
of
Incorporation
or
Organization	 	I.R.S. Employer
Identification No.	 	Address, including Zip Code,
and
Telephone Number,
including Area
Code, of Additional
Registrant’s
Principal Executive Offices	
Central Credit, LLC	 	Delaware	 	88-0431550	 	(1)	
 	 	 	 	 	 	 	
GCA MTL, LLC	 	Delaware	 	46-4108114	 	(1)	
 	 	 	 	 	 	 	
Everi Games Holding Inc.
(formerly known as Multimedia Games Holding Company, Inc.)	 	Texas	 	74-2611034	 	(1)	
 	 	 	 	 	 	 	
Everi Games Inc.
(formerly known as Multimedia Games, Inc.)	 	Delaware	 	73-1441316	 	(1)	
 	 	 	 	 	 	 	
MGAM Technologies, LLC	 	Delaware	 	45-3939521	 	(1)	

(1)7250 S. Tenaya Way, Suite 100, Las Vegas, NV 89113, Telephone: (800) 833-7110.

 
Item 1.    General Information.
 
Furnish the following information as to the trustee.
 
(a)                                        Name and address of each examining or supervising authority to which it is subject.

Name	 	Address	
 	 	 	
Federal Reserve Bank (2nd District)	 	New York, NY	
Federal Deposit Insurance Corporation	 	Washington, D.C.	
New York State Banking Department	 	Albany, NY	
 
(b)                                  Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
Item 2.    Affiliations with Obligor.
 
If the obligor is an affiliate of the Trustee, describe each such affiliation.
 
NONE.
 
Item 3. -15.     Not Applicable
 
Item 16.      List of Exhibits.

Exhibit 1 -	 	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.	
 	 	 	
Exhibit 2 -	 	Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.	
 	 	 	
Exhibit 3 -	 	Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.	
 	 	 	
Exhibit 4 -	 	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.	
 	 	 	
Exhibit 5 -	 	Not applicable.	
 	 	 	
Exhibit 6 -	 	Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.	
 	 	 	
Exhibit 7 -	 	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.	
 	 	 	
Exhibit 8 -	 	Not Applicable.	
 	 	 	
Exhibit 9 -	 	Not Applicable.	

 
SIGNATURE
 
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 19 th  day of October, 2015.

 	DEUTSCHE BANK TRUST COMPANY AMERICAS	
 	 	
 	By:	/s/ Carol Ng	
 	 	Name: Carol Ng	
 	 	Title:   Vice President	

 

 	 	Board of Governors of the Federal Reserve System	 	OMB Number 7100-0036	
 	 	Federal Deposit Insurance Corporation	 	OMB Number 3064-0052	
 	 	Office of the Comptroller of the Currency	 	OMB Number 1557-0081	
 	 	 	 	Approval expires March 31, 2018 Page 1 of 84	
Federal Financial Institutions Examination Council	 	 	 	 	

 	Consolidated Reports of Condition and Income for
a Bank with Domestic and Foreign Offices—FFIEC 031	

Report at the close of business June 30, 2015	 	         20150630 
 
     (RCON 9999)	
 	 	 	
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).	 	Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.
 
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
 
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting	 	schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
 
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.	
 	 	 	
 	 	Director (Trustee)	
 	 	 	
Signature of Chief Financial Officer (or Equivalent)	 	Director (Trustee)	
 	 	 	
Date of Signature	 	Director (Trustee)	

Submission of Reports	 	 	
 	 	 	
Each bank must file its Reports of Condition and Income (Call Report) data by either:	 	To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
 
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.	
 	 		
(a)	Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or	 		
(b)	Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The soft-ware vendor or other party then must electronically submit the bank’s data file to the CDR.	 		
 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov.	 	Legal Title of Bank (RSSD 9017)	
	 	 	
	 	New York	
 	 	City (RSSD 9130)	
 	 	 	 	 	 	 	
FDIC Certificate Number	623	 	 	NY	 	 10005	
 	(RSSD 9050)	 	 	State Abbreviation (RSSD 9200)	 	ZIP Code (RSSD 9220)	
 	 	 	
The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on circumstances.  Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.	
 	 	06/2015	
 	 	 	
 	 	Report generated on 30-Jul-2015 11:08:59          	

 

 	 	 	 	 	 	FFIEC 031	
 	 	 	 	 	 	Page 16 of 84	
 	 	 	 	 	 	RC-1	
 
Consolidated Report of Condition for Insured Banks
and Savings Associations for June 30, 2015
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
 
Schedule RC—Balance Sheet

Dollar Amounts in Thousands  	RCFD	Tril | Bil | Mil | Thou	 	
Assets	 	 	 	 	 	 	
1.	Cash and balances due from depository institutions (from Schedule RC-A):	 	 	 	
 	a.	Noninterest-bearing balances and currency and coin (1)	0081	186,000	1.a.	
 	b.	Interest-bearing balances (2)	 	 	 	0071	14,635,000	1.b.	
2.	Securities:	 	 	 	 	 	 	
 	a.	Held-to-maturity securities (from Schedule RC-B, column A)	1754	0	2.a.	
 	b.	Available-for-sale securities (from Schedule RC-B, column D)	1773	0	2.b.	
3.	Federal funds sold and securities purchased under agreements to resell:	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	a.	Federal funds sold in domestic offices	 	 	 	RCON	B987	0	3.a.	
 	b.	Securities purchased under agreements to resell (3)	RCFD	B989	21,603,000	3.b.	
4.	Loans and lease financing receivables (from Schedule RC-C):	 	RCFD	 	 	
 	a.	Loans and leases held for sale	 	 	 	5369	0	4.a.	
 	b.	Loans and leases, net of unearned income	B528	17,574,000	 	 	4.b.	
 	c.	LESS: Allowance for loan and lease losses	3123	22,000	 	 	4.c.	
 	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529	17,552,000	4.d.	
5.	Trading assets (from Schedule RC-D)	 	 	 	3545	16,000	5.	
6.	Premises and fixed assets (including capitalized leases)	2145	17,000	6.	
7.	Other real estate owned (from Schedule RC-M)	2150	0	7.	
8.	Investments in unconsolidated subsidiaries and associated companies	2130	0	8.	
9.	Direct and indirect investments in real estate ventures	3656	0	9.	
10.	Intangible assets:	 	 	 	
 	a.	Goodwill	 	 	3163	0	10.a.	
 	b.	Other intangible assets (from Schedule RC-M)	 	 	0426	38,000	10.b.	
11	Other assets (from Schedule RC-F)	 	 	 	2160	641,000	11.	
12.	Total assets (sum of items 1 through 11)	 	 	 	2170	54,688,000	12.	
 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	
13.	Deposits:	 	 	 	RCON	 	 	
 	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)	2200	42,683,000	13.a.	

 	 	(1)	Noninterest-bearing (4)	RCON	6631	26,720,000	 	 	13.a.(1)	
 	 	(2)	Interest-bearing	RCON	6636	15,963,000	 	 	13.a.(2)	
 	b.	In foreign offices, Edge and Agreement subsidiaries, and IBFs	RCFN	 	 	
 	 	 	 	 	 	
 	(from Schedule RC-E, Part II)	 	 	 	2200	0	13.b.	
 	 	(1)	Noninterest-bearing	RCFN	6631	0	 	 	13.b.(1)	
 	 	(2)	Interest-bearing	RCFN	6636	0	 	 	13.b.(2)	
14.	Federal funds purchased and securities sold under agreements to repurchase:	 	 	 	
 	 	 	 	 	 	 	 	 	
 	a.	Federal funds purchased in domestic offices (5)	 	 	RCON	B993	1,241,000	14.a.	
 	b.	Securities sold under agreements to repurchase (6)	 	 	RCFD	B995	0	14.b.	
15.	Trading liabilities (from Schedule RC-D)	 	 	RCFD	3548	24,000	15.	
16.	Other borrowed money (includes mortgage indebtedness and obligations under	RCFD	 	 	
 	capitalized leases) (from Schedule RC-M)	3190	7,000	16.	
17.	and 18. Not applicable	 	 	 	 	 	 	
________
1.  Includes cash items in process of collection and unposted debits.
2.  Includes time certificates of deposit not held for trading.
3.  Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.
4.  Includes noninterest-bearing demand, time, and savings deposits.
5.  Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
6.  Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
 
06/2015
 
Report generated on 30-Jul-2015 11:08:59         

 

 	 	 	 	 	 	FFIEC 031	
 	 	 	 	 	 	Page 16 of 84	
 	 	 	 	 	 	RC-2	
 
Schedule RC—Continued

Dollar Amounts in Thousands  	RCFD	Tril | Bil | Mil | Thou	 	
Liabilities—Continued	 	 	 	
19.	Subordinated notes and debentures (1)	3200	0	19.	
20.	Other liabilities (from Schedule RC-G)	2930	1,919,000	20.	
21.	Total liabilities (sum of items 13 through 20)	2948	45,874,000	21.	
22.	Not applicable	 	 	 	
 	 	 	 	 	 	
Equity Capital	 	 	 	
 	Bank Equity Capital	 	 	 	
 	 	 	 	 	 	
23.	Perpetual preferred stock and related surplus	3838	0	23.	
24.	Common stock	3230	2,127,000	24.	
25.	Surplus (exclude all surplus related to preferred stock)	3839	596,000	25.	
26.	a. Retained earnings	3632	6,093,000	26.a.	
 	b. Accumulated other comprehensive income (2)	B530	(2,000)	26.b.	
 	c. Other equity capital components (3)	A130	0	26.c.	
27.	a. Total bank equity capital (sum of items 23 through 26.c)	3210	8,814,000	27.a.	
 	b. Noncontrolling (minority) interests in consolidated subsidiaries	3000	0	27.b.	
28.	Total equity capital (sum of items 27.a and 27.b)	G105	8,814,000	28.	
29.	Total liabilities and equity capital (sum of items 21 and 28)	3300	54,688,000	29.	

Memoranda 
 To be reported with the March Report of Condition.	 	 	 	
 1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent	 	 	 	
 	external auditors as of any date during 2014	RCFD	Number	 	
 	 	 	6724	NA	M.1.	

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm	 	4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
5 = Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
6 = Review of the bank’s financial statements by external auditors
7 = Compilation of the bank’s financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work	

To be reported with the March Report of Condition.	RCON	MM/DD	 	
 2.	Bank’s fiscal year-end date	8678	NA	M.2.	
					
________
1.  Includes limited-life preferred stock and related surplus.
2.  Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.
3.  Includes treasury stock and unearned Employee Stock Ownership Plan shares.
 
03/2015
 
Report generated on 30-Jul-2015 11:08:59         

QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
10.00% SENIOR UNSECURED NOTES DUE 2022
OF
EVERI PAYMENTS INC.
 (formerly known as Global Cash Access, Inc.)
PURSUANT TO THE PROSPECTUS DATED                        , 2015
144A CUSIP: 37954M AB 5
REG S CUSIP: U3165B AB 3
         THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2015, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

The Exchange Agent is:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By Mail: 
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
By Overnight Mail or Courier: 
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
DB.Reorg@db.com
Fax: (615) 866-3889
Telephone Assistance: (877) 843-9767
         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
        The undersigned acknowledges receipt of the Prospectus dated                        , 2015 (the "Prospectus"), of Everi Payments Inc. (formerly known as Global Cash Access, Inc.), a Delaware corporation (the "Company"), and this Letter of Transmittal ("Letter of Transmittal"), which together with the Prospectus constitutes the Company's offer (the "Exchange Offer") to exchange up to $350,000,000 in aggregate principal amount of its outstanding 10.00% Senior Unsecured Notes due 2022 (the "Old Notes"), which have been issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its 10.00% Senior Unsecured Notes due 2022 (the "Exchange Notes"), which have been registered under the Securities Act. Recipients of the Prospectus should read the requirements described in such Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        The undersigned hereby tenders the Old Notes described in the box entitled "Description of Old Notes" below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.
        The undersigned is the registered holder of all the Old Notes ("Holder") and the undersigned represents that it has received from each beneficial owner of Old Notes ("Beneficial Owner") a duly completed and executed form of "Instructions to Registered Holder from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.
         PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.
        This Letter of Transmittal is to be used by a Holder (i) if certificates representing Old Notes are to be forwarded herewith and (ii) if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures."
        Holders that are tendering by book-entry transfer to Deutsche Bank Trust Company Americas' (the "Exchange Agent") account at The Depository Trust Company ("DTC") can execute the tender through the Automated Tender Offer Program for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send an agent's message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of this Letter of Transmittal (the "Agent's Message") to the Exchange Agent for its acceptance. Transmission of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of this Letter of Transmittal by the participant identified in the Agent's Message.
        Any Beneficial Owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such Holder promptly and instruct such Holder to tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner must, prior to completing and executing this Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such Beneficial Owner's name or obtain a properly completed bond power from the Holder. The transfer of record ownership may take considerable time.
        In order to properly complete this Letter of Transmittal, a Holder must (i) complete the box entitled "Description of Old Notes," (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, "Special Issuance Instructions" and "Special Delivery Instructions," and (iii) sign this Letter of Transmittal by completing the box entitled "Sign Here To Tender Your Old Notes." Each Holder should carefully read the detailed instructions below prior to completing this Letter of Transmittal.
        Holders of Old Notes who desire to tender their Old Notes for exchange and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, must tender the Old Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 2.
        Holders of Old Notes who wish to tender their Old Notes for exchange must complete columns (1) through (3) in the box below entitled "Description of Old Notes" and sign the box below entitled "Sign Here To Tender Your Old Notes." If only those columns are completed, such Holder will have tendered for exchange all Old Notes listed in column (3) below. If the Holder wishes to tender for exchange less than all of such Old Notes, column (4) must be completed in full. In such case, such Holder should refer to Instruction 5.
2

        The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Old Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer.
        The undersigned hereby tenders for exchange the Old Notes described in the box entitled "Description of Old Notes" below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. If the space provided below is inadequate, the certificate number(s) and principal amount(s) of Old Notes should be listed on a separate signed schedule affixed hereto.

									

DESCRIPTION OF OLD NOTES	

(1)	 	(2)	 	(3)	 	(4)	

Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank)	 	Certificate
Number(s)	 	Aggregate
Principal Amount
Represented by
Certificate(s)	 	Principal Amount
Tendered For
Exchange(A)(B)	

 	 	 	 	  

	

 	 	 	 	 
	
 	 	 	 	Total Principal Amount Tendered	 	 	 	 	

(A)	 	Unless indicated in this column, any tendering Holder will be deemed to have tendered the entire aggregate principal amount represented by the Old Notes indicated in the column labeled "Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5.	
(B)	 	The minimum permitted tender is $2,000 in principal amount of Old Notes. All other tenders must be in integral multiples of $1,000.	

o
CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH. 

o
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

			
        Name(s) of Registered Holder(s):	 	 	

			
        Date of Execution of Notice of Guaranteed Delivery:	 	 	

			
        Window Ticket Number (if any):	 	 	

			
        Name of Institution that Guaranteed Delivery:	 	 	

3

        Only Holders are entitled to tender their Old Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC's system and whose name appears on a security position listing as the record owner of the Old Notes and who wishes to make book-entry delivery of Old Notes as described above must complete and execute a participant's letter (which will be distributed to participants by DTC) instructing DTC's nominee to tender such Old Notes for exchange. Persons who are Beneficial Owners of Old Notes but are not Holders and who seek to tender Old Notes should (i) contact the Holder and instruct such Holder to tender on his or her behalf, (ii) obtain and include with this Letter of Transmittal, Old Notes properly endorsed for transfer by the Holder or accompanied by a properly completed bond power from the Holder, with signatures on the endorsement or bond power guaranteed by a firm that is an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a firm that is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trading company having an office in the United States or certain other eligible guarantors (each, an "Eligible Institution"), or (iii) effect a record transfer of such Old Notes from the Holder to such Beneficial Owner and comply with the requirements applicable to Holders for tendering Old Notes prior to the Expiration Date. See the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering Old Notes."
4

 SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
            To be completed ONLY (i) if the Exchange Notes issued in exchange for the Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange, are to be issued in the name of someone other than the undersigned or (ii) if Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC.
Issue to:

			
Name:	 	 

(Please Type or Print)	

Address:	

	

 	

(Include Zip Code)	

 	

(Taxpayer Identification or
Social Security No.)	

        Credit Old Notes not exchanged and delivered by book-entry transfer to DTC account set forth below:	

(Account Number)	

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
            To be completed ONLY if the Exchange Notes issued in exchange for Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange, are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned's signature.
Mail or deliver to:

			
Name:	 	 

(Please Type or Print)	

Address:	

	

 	

(Include Zip Code)	

 	

(Taxpayer Identification or
Social Security No.)	

 	

5

 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Old Notes indicated above. Subject to, and effective upon, acceptance for exchange of the Old Notes tendered for exchange herewith, the undersigned will have irrevocably sold, assigned, transferred and exchanged, to the Company, all right, title and interest in, to and under all of the Old Notes tendered for exchange hereby, and hereby will have appointed the Exchange Agent as the true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as an agent of the Company) of such Holder with respect to such Old Notes, with full power of substitution to (i) deliver certificates representing such Old Notes, or transfer ownership of such Old Notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to the Company, (ii) present and deliver such Old Notes for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.
        The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes, and that when such Old Notes are accepted for exchange by the Company, the Company will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned further warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered for exchange hereby. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the applicable registration rights agreement.
        By tendering, the undersigned hereby further represents to the Company that (i) the Exchange Notes to be acquired by the undersigned in exchange for the Old Notes tendered hereby and any Beneficial Owner(s) of such Old Notes in connection with the Exchange Offer will be acquired by the undersigned and such Beneficial Owner(s) in the ordinary course of their respective businesses, (ii) neither the undersigned nor any Beneficial Owner has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act and, at the time of consummation of the Exchange Offer, neither the undersigned nor any Beneficial Owner will have any such arrangement or understanding, and if such person is not a broker-dealer, such person is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, (iii) the undersigned and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters, (iv) the undersigned and each Beneficial Owner understand that a secondary resale transaction described in clause (iii) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Old Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Securities Act, (v) neither the undersigned nor any Beneficial Owner is an "affiliate" (as defined under Rule 405 under the Securities Act) of the Company and (vi) neither the undersigned nor any Beneficial Owner is acting on behalf of any persons or entities who could not truthfully make the foregoing representations.
6

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to the Old Notes acquired other than as a result of market-making activities or other trading activities.
        For purposes of the Exchange Offer, the Company will be deemed to have accepted for exchange, and to have exchanged, validly tendered Old Notes, if, as and when the Company gives written notice thereof to the Exchange Agent. Tenders of Old Notes for exchange may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer—Withdrawal Rights" in the Prospectus. Any Old Notes tendered by the undersigned and not accepted for exchange will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled "Special Delivery Instructions" promptly after the Expiration Date.
        The undersigned acknowledges that the Company's acceptance of Old Notes validly tendered for exchange pursuant to any one of the procedures described in the section of the Prospectus entitled "The Exchange Offer" and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.
        Unless otherwise indicated in the box entitled "Special Issuance Instructions," please return any Old Notes not tendered for exchange in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail any certificates for Old Notes not tendered or exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both the "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange in the name(s) of, and return any Old Notes not tendered for exchange or not exchanged to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered for exchange or if such transfer would not be in compliance with any transfer restrictions applicable to such Old Note(s).
         In order to validly tender Old Notes for exchange, Holders must complete, execute, and deliver this Letter of Transmittal.
        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Prospectus, this tender for exchange of Old Notes is irrevocable.
7

SIGN HERE TO TENDER YOUR OLD NOTES

			

(Signature(s) of Owner(s))	

 	
(Signature(s) of Owner(s))	
            Dated:                        , 2015
            Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s) representing the Old Notes or on a security position listing or by person(s) authorized to become registered Old Note holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. (See Instruction 6.)

			
Name(s):	 	 
	
 	 	(Please Type or Print)	

 	

 	 	(Please Type or Print)	
Capacity
(full title):	 	 	

 	

	

Address:	

	

 	

 	 	(Include Zip Code)	

			
Principal place of business
(if different from address listed above):	 	 	

 	

	

Area Code and Telephone No(s).:	

	

Tax Identification or Social Security No(s).:	

	
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)

			
Authorized
Signature:	 	 	

Name and Title:	

	
 	 	(Please Type or Print)	

Name of Firm:	

	

Address:	

	

Area Code and
Telephone No.:	

 	 	

Dated:	

	

8

 INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer
         1.    Guarantee of Signatures.     Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by an institution which is (i) a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., (ii) a commercial bank or trust company having an office or correspondent in the United States, or (iii) an Eligible Institution that is a member of one of the following recognized Signature Guarantee Programs:
(a)
The Securities Transfer Agents Medallion Program (STAMP);

(b)
The New York Stock Exchange Medallion Signature Program (MSP); or

(c)
The Stock Exchange Medallion Program (SEMP).
        Signatures on this Letter of Transmittal need not be guaranteed if (1) this Letter of Transmittal is signed by the Holder(s) of the Old Notes tendered herewith and such Holder(s) have not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (2) such Old Notes are tendered for the account of an Eligible Institution. In all other cases, all signatures must be guaranteed by an Eligible Institution.
         2.    Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures.     This Letter of Transmittal is to be completed by Holders if certificates representing Old Notes are to be forwarded herewith. All physically delivered Old Notes, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other required documents, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.
        The method of delivery of Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder. Except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. Neither this Letter of Transmittal nor any Old Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such Holders.
        Holders of Old Notes who elect to tender Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver the Old Notes, this Letter of Transmittal or other required documents to the Exchange Agent prior the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus. Holders may have such tender effected if:
(a)
such tender is made through an Eligible Institution;

(b)
prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent has received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, setting forth the name and address of the Holder, the certificate number(s) of such Old Notes and the principal amount of Old Notes tendered for exchange, stating that tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing such Old Notes (or a Book-Entry Confirmation), in proper form for transfer, and any other documents required by this Letter of Transmittal, will be deposited by such Eligible Institution with the Exchange Agent; and
9

(c)
a properly executed Letter of Transmittal (or facsimile thereof), as well as the certificate(s) for all tendered Old Notes in proper form for transfer or a Book-Entry Confirmation, together with any other documents required by this Letter of Transmittal, are received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date.
        No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive notice of the acceptance of their Old Notes for exchange.
         3.    Inadequate Space.     If the space provided in the box entitled "Description of Old Notes" above is inadequate, the certificate numbers and principal amounts of the Old Notes being tendered should be listed on a separate signed schedule affixed thereto.
         4.    Withdrawals.     A tender of Old Notes may be withdrawn at any time prior to the Expiration Date by delivery of written notice of withdrawal (or facsimile thereof) to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal of Old Notes must (i) specify the name of the person who tendered the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the certificate number(s) and aggregate principal amount(s) of such Old Notes), and (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees). All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company in its sole discretion, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered by following one of the procedures described in the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering Old Notes" at any time prior to the Expiration Date.
         5.    Partial Tenders.     Tenders of Old Notes will be accepted only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. If a tender for exchange is to be made with respect to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes which are tendered for exchange in column (4) of the box entitled "Description of Old Notes," as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Old Notes, will be sent to the Holders unless otherwise indicated in the appropriate box on this Letter of Transmittal promptly after the expiration or termination of the Exchange Offer.
         6.    Signatures on this Letter of Transmittal, Powers of Attorney and Endorsements.     
(a)
The signature(s) of the Holder on this Letter of Transmittal must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.

(b)
If tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(c)
If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are different registrations or certificates.

(d)
When this Letter of Transmittal is signed by the Holder listed and transmitted hereby, no endorsements of Old Notes or bond powers are required. If, however, Old Notes not tendered or not accepted, are to be issued or returned in the name of a person other than the Holder, then the Old Notes transmitted hereby must be endorsed or accompanied by a properly
10

completed bond power, in a form satisfactory to the Company, in either case signed exactly as the name(s) of the Holder(s) appear(s) on the Old Notes. Signatures on such Old Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).
(e)
If this Letter of Transmittal or Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

(f)
If this Letter of Transmittal is signed by a person other than the Holder listed, the Old Notes must be endorsed or accompanied by a properly completed bond power, in either case signed by such Holder exactly as the name(s) of the Holder appear(s) on the certificates. Signatures on such Old Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).
         7.    Transfer Taxes.     Except as set forth in this Instruction 7, the Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.
         8.    Special Issuance and Delivery Instructions.     If the Exchange Notes are to be issued, or if any Old Notes not tendered for exchange are to be issued or sent to someone other than the Holder or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Old Notes tendering Old Notes by book-entry transfer may request that Old Notes not accepted be credited to such account maintained at DTC as such Holder may designate.
         9.    Irregularities.     All questions as to the validity, form, eligibility (including time of receipt), compliance with conditions, acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date.
         10.    Waiver of Conditions.     The Company reserves the absolute right to waive, amend or modify certain of the specified conditions as described under "The Exchange Offer—Conditions to the Exchange Offer" in the Prospectus in the case of any Old Notes tendered (except as otherwise provided in the Prospectus).
11

         11.    Mutilated, Lost, Stolen or Destroyed Old Notes.     Any tendering Holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated herein for further instructions.
         12.    Requests for Information or Additional Copies.     Requests for information, questions related to the procedures for tendering or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal.
         IMPORTANT:    This Letter of Transmittal (or a facsimile thereof) together with certificates, or confirmation of book-entry or the Notice of Guaranteed Delivery, and all other required documents must be received by the Exchange Agent prior the Expiration Date.
12

QuickLinks
SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer

QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 10.00% SENIOR UNSECURED NOTES DUE 2022
IN EXCHANGE FOR
10.00% SENIOR UNSECURED NOTES DUE 2022
OF
EVERI PAYMENTS INC.
 (formerly known as Global Cash Access, Inc.)
PURSUANT TO THE PROSPECTUS DATED                        , 2015
144A CUSIP: 37954M AB 5
REG S CUSIP: U3165B AB 3
         THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2015, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

The Exchange Agent is:
DEUTSCHE BANK TRUST COMPANY AMERICAS

			
By Registered or Certified Mail:	 	By Hand Delivery:	

DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256	
 	
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256	

			
By Overnight Delivery:	 	By Facsimile:	

DB Services Americas, Inc.	
 	
(615) 866-3889	
MS: JCK01-0218	 	 	
Attention: Reorg. Department	 	Confirm by Telephone:	
5022 Gate Parkway, Suite 200	 	 	
Jacksonville, FL 32256	 	(877) 843-9767	
         DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
        As set forth in the prospectus (the "Prospectus") dated                        , 2015 of Everi Payments Inc. (formally known as Global Cash Access, Inc.), a Delaware corporation (the "Company"), and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form or one substantially equivalent thereto must be used to accept the Company's offer (the "Exchange Offer") to exchange any and all of its outstanding 10.00% Senior Unsecured Notes due 2022 (the "Old Notes"), which have been issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its 10.00% Senior Unsecured Notes due 2022 (the "Exchange Notes"), which have been registered

under the Securities Act, if the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or Old Notes cannot be delivered or if the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by a firm that is an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a firm that is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trading company having an office in the United States or certain other eligible guarantors (each, an "Eligible Institution"), by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.
        This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.
2

 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
        The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering Holder of Old Notes set forth in the Letter of Transmittal.
        The undersigned understands that tenders of Old Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile transmission or letter which specifies the name of the person who deposited the Old Notes to be withdrawn and the aggregate principal amount of Old Notes delivered for exchange, including the certificate number(s) (if any) of the Old Notes, and which is signed in the same manner as the original signature on the Letter of Transmittal by which the Old Notes were tendered, including any signature guarantees, all in accordance with the procedures set forth in the Prospectus.
        All authority herein conferred or agreed to be conferred shall survive the death, incapacity, or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
3

        The undersigned hereby tenders the Old Notes listed below: 

PLEASE SIGN AND COMPLETE

							
Certificate Number(s)	 	Principal Amount(s)	
of Old Notes	 	of Old Notes	
(if Available):	 	 
	 	Tendered:	 	    

			

(Signature(s) of registered holder(s) or authorized signatory)	

(Signature(s) of registered holder(s) or authorized signatory)	

			

Name:	

	
 	 	(Please Type or Print)	

Title:	

 	 	

Address:	

 	 	

 	

	

 	

			
Area Code and Telephone No.:	 	  

			
Date:	 	  

			
If Old Notes will be tendered by book-entry transfer, check the trust company below:	

o	
 	
The Depository Trust Company	

			
Depository Account No.:	 	  

4

GUARANTEE
(Not To Be Used For Signature Guarantee)
            The undersigned, a participant in a recognized Signature Guarantee Medallion Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date (as defined in the Prospectus).
SIGN HERE

			
Name of Firm:	 	  

			
Authorized Signature:	 	  

			
Name:	 	  

(please type or print)	

			
Address:	 	 

 	

	

 	

			
Area Code and Telephone No.:	 	  

			
Date:	 	 

         DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
5

 PROCEDURES FOR TENDERING OLD NOTES—GUARANTEED DELIVERY

INSTRUCTIONS
         1.    Delivery of this Notice of Guaranteed Delivery.     A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth on the cover hereof prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the Holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the Holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Company.
         2.    Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures.     If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the Holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the Holder(s) appear(s) on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.
         3.    Requests for Assistance or Additional Copies .    Questions relating to the Exchange Offer or the procedure for consenting and tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company.
6

QuickLinks
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 PROCEDURES FOR TENDERING OLD NOTES—GUARANTEED DELIVERY INSTRUCTIONS

QuickLinks -- Click here to rapidly navigate through this document

 Exhibit 99.3
         LETTER TO DTC PARTICIPANTS REGARDING
THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 10.00% SENIOR UNSECURED NOTES DUE 2022
FOR
10.00% SENIOR UNSECURED NOTES DUE 2022
EVERI PAYMENTS INC.
 (formerly known as Global Cash Access, Inc.)
PURSUANT TO THE PROSPECTUS DATED                    , 2015
144A CUSIP: 37954M AB 5
REG S CUSIP: U3165B AB 3
         THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2015, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

                , 2015
To Securities Dealers, Commercial Banks Trust Companies and Other Nominees:
        Enclosed for your consideration is a Prospectus dated                , 2015 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Everi Payments Inc. (formerly known as Global Cash Access, Inc.), a Delaware corporation (the "Company"), to exchange up to $350,000,000 in aggregate principal amount of its outstanding 10.00% Senior Unsecured Notes due 2022 (the "Old Notes"), which have been issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 10.00% Senior Unsecured Notes due 2022, which have been registered under the Securities Act (the "Exchange Notes"), upon the terms and conditions set forth in the Prospectus. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
        We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own name.
        Enclosed are copies of the following documents:
1.
the Prospectus;

2.
the Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients;

3.
the Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Old Notes and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date; and

4.
a form of letter that may be sent to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the clients' instructions with regard to the Exchange Offer.
        The Depository Trust Company ("DTC") participants will be able to execute tenders through the DTC Automated Tender Offer Program.

         Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                , 2015, unless extended by the Company. We urge you to contact your clients as promptly as possible.
        You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.
        Additional copies of the enclosed material may be obtained from the Exchange Agent, at the address and telephone numbers set forth below.
Very truly yours,
DB Services Americas, Inc. 
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
Electronic Mail: db.reorg@db.com
Facsimile: (615) 866-3889
Telephone: (877) 843-9767
         Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.
2

QuickLinks
Exhibit 99.3

QuickLinks -- Click here to rapidly navigate through this document

 Exhibit 99.4
         LETTER TO BENEFICIAL HOLDERS REGARDING
THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 10.00% SENIOR UNSECURED NOTES DUE 2022
FOR
10.00% SENIOR UNSECURED NOTES DUE 2022
EVERI PAYMENTS INC.
 (formerly known as Global Cash Access, Inc.)
PURSUANT TO THE PROSPECTUS DATED              , 2015
144A CUSIP: 37954M AB 5
REG S CUSIP: U3165B AB 3
         THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON              , 2015, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

          , 2015
To Our Clients:
        Enclosed for your consideration is a Prospectus dated              , 2015 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Everi Payments Inc. (formerly known as Global Cash Access, Inc.), a Delaware corporation (the "Company"), to exchange up to $350,000,000 of its outstanding 10.00% Senior Unsecured Notes due 2022 (the "Old Notes"), which have been issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its 10.00% Senior Unsecured Notes due 2022 (the "Exchange Notes"), which have been registered under the Securities Act, upon the terms and conditions set forth in the Prospectus. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
        These materials are being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.
        Accordingly, we request instructions as to whether you wish us to tender any or all of your Old Notes, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Old Notes.
        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2015, unless extended by the Company. Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.
        If you wish to have us tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.

 INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER OF
10.00% SENIOR UNSECURED NOTES DUE 2022
OF EVERI PAYMENTS INC.
(formerly known as Global Cash Access, Inc.)
        The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
        This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.
        The aggregate face amount of the Old Notes held by you for the account of the undersigned is ( fill in amount ): $                of the Old Notes
        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
         o      To TENDER the following Old Notes held by you for the account of the undersigned ( insert principal amount of Old Notes to be tendered, if any ): $                of the Old Notes
         o      NOT to TENDER any Old Notes held by you for the account of the undersigned.
        If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including, but not limited to, the representations that (i) the undersigned's principal residence is in the state of (fill in state)               , (ii) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (iii) the undersigned has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act and at the time of consummation of the Exchange Offer the undersigned will have no such arrangement or understanding, and if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, the distribution of Exchange Notes, (iv) the undersigned acknowledges that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no action letters, (v) the undersigned understands that a secondary resale transaction described in clause (iv) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Old Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Securities Act, (vi) the undersigned is not an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company, (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and (viii) the undersigned is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations; (b) to agree, on behalf of the undersigned, as
2

set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.
        The purchaser status of the undersigned is (check the box that applies):
o
A "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act)

o
An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)

o
A non "U.S. person" (as defined in Regulation S under the Securities Act) that purchased the Old Notes outside the United States in accordance with Rule 904 under the Securities Act

o
Other (describe):

			

 	
 	
SIGN HERE	

			
Name of Beneficial	 	 	

			
Owner(s):	 	

			
Signature(s):	 	

			
Name(s):	 	
	
 	 	(please print)	

			
Address:	 	

 	

	

			
Principal Place of Business:	 	
	
 	 	(if different than the address listed above)	

 	

			
Telephone Number(s):	 	

			
Taxpayer Identification or	 	 	

			
Social Security Number(s):	 	

			
Date:	 	
	
3

QuickLinks
Exhibit 99.4
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF 10.00% SENIOR UNSECURED NOTES DUE 2022 OF EVERI PAYMENTS INC. (formerly known as Global Cash Access, Inc.)