Membership Unit Purchase Agreement, Dated As of March 10, 2004

Exhibit 10.16


MEMBERSHIP UNIT PURCHASE AGREEMENT


THIS MEMBERSHIP UNIT PURCHASE AGREEMENT (the " Agreement" ) is entered into as of March 10, 2004, by and among Bank of America Corporation, a Delaware corporation (" Purchaser" ), M&C International, a Nevada Corporation (" Seller" ), and GCA Holdings, LLC, a Delaware limited liability company (" the Company" ).

RECITALS


WHEREAS, Global Cash Access, L.L.C., a Delaware limited liability company (" GCA" ), Seller, FDFS Holdings LLC, a Delaware limited liability company (" FDFS Holdings LLC" ), First Data Corporation, a Delaware corporation, Karim Maskatiya and Robert Cucinotta entered into a Restructuring Agreement dated December 10, 2003, as amended January 20, 2004, February 20, 2004 and March 3, 2004 (the " Restructuring Agreement" ) in order to recapitalize and restructure GCA' s membership (the " Recapitalization" ).


WHEREAS, in connection with the Recapitalization: (1) FDFS Holdings LLC and Seller will transfer all of the outstanding membership and economic interests in GCA to the Company and the Company will be substituted as the sole member of GCA, (2) all of FDFS Holdings LLC' s membership interests in the Company will be repurchased or redeemed for up to $435.6 million (the " FDFS Redemption" ), and (3) the Company will redeem certain membership interests in the Company held by M&C International.

WHEREAS, in connection with the Recapitalization, M&C International desires to sell to Purchaser, and Purchaser desires to purchase from M & C International, a portion of M & C International' s membership interests in the Company so that, concurrent with the consummation of the transactions contemplated by the Restructuring Agreement, Purchaser shall acquire a 4.99 percent (4.99%) ownership interest in the Company, and M&C International will contribute all of its capital stock of CashCall Systems, Inc. to GCA. All of the transactions described in this recital and the two preceding recitals and the transactions related thereto are referred to herein as the " Recapitalization."


WHEREAS, concurrent with the Closing (as defined below), GCA will enter into a senior secured credit facility, consisting of up to $280.0 million in senior secured credit facilities, comprised of (i) a term loan facility of up to $260.0 million (the " Term Loan Facility" ) and (ii) a revolving credit facility of up to $20.0 million, (the " Credit Facility" ).

WHEREAS, immediately after the Closing, GCA will receive at least $235 million in gross cash proceeds from the issuance and sale of senior subordinated notes due 2012 (the " Notes" ) pursuant to that certain Purchase Agreement, dated as of March 4, 2004, by and among GCA, Global Cash Access Finance Corporation, a Delaware corporation, as co-obligor, and Banc of America Securities LLC (the " Notes Purchase Agreement" ).


WHEREAS, GCA will use the net proceeds from the issuance and sale of the Notes, along with borrowings under the Credit Facility, to consummate the Recapitalization.


WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller 27.445 units of membership interest in the Company (the " Transferred Units" ), which Transferred Units will represent a fully diluted 4.99% membership interest in the Company immediately after the Closing.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:


AGREEMENT


1. Unit Purchase .


1.1 Sale . At the Closing, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from the Seller, the Transferred Units on the terms and subject to the conditions set forth in this Agreement. The aggregate purchase price payable by the Purchasers for the Transferred Units shall be $20,209,500 (the " Purchase Price" ). The Purchase Price shall be paid by the Purchaser to the Seller in accordance with the terms as set forth in Section 1.2.

1.2 Payment of Purchase Price . The Purchase Price shall be payable in the form of two secured non-recourse promissory notes. At the Closing, Purchaser shall pay to Seller the Purchase Price through delivery of the following:


(a) A secured non-recourse promissory note in the principal amount equal to $8,100,000 of the Purchase Price in the form of Exhibit A attached hereto (the " 2.0% Note" ) for the purchase of 11 units of membership interest in the Company (the " 2.0% Units" ); and


(b) A secured non-recourse promissory note in the principal amount of equal to $12,109,500 of the Purchase Price in the form of Exhibit B attached hereto (the " 2.99% Note" ) for the purchase of 16.445 units of membership interest in the Company (the " 2.99% Units" ).


The 2.0% Note and the 2.99% Note shall be referred to herein collectively as the " Notes."

1.3 Pledge Agreements . The Notes shall be secured by a pledge of the Transferred Units as follows:


(a) The 2.0% Note shall be secured by a membership pledge agreement whereby Purchaser grants to Seller a security interest in the 2.0% Units purchased pursuant to this Agreement (the " 2.0% Pledge Agreement" ) in the form of Exhibit C attached hereto; and


(b) The 2.99% Note shall be secured by a membership pledge agreement whereby Purchaser grants to Seller a security interest in the 2.99% Units purchased pursuant to this Agreement (the " 2.99% Pledge Agreement" ) in the form of Exhibit D attached hereto.


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The 2.0% Pledge Agreement and the 2.99% Pledge Agreement shall be referred to herein collectively as the " Pledge Agreements."


1.4 Member Approval . By executing this Agreement, Seller, as a member of the Company, hereby approves: (a) the transfer by Seller of the Transferred Units to the Purchaser pursuant to this Agreement, (b) the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement; and (c) the admission of the Purchaser as a member of the Company.

1.5 Company Approval . The Company hereby: (a) consents to the sale of the Transferred Units contemplated by this Agreement; (b) the admission of Purchaser as a member of the Company; and (c) waives any restriction or prohibition on such transfer set forth in the Limited Liability Company Agreement dated March 10, 2004, between Seller and FDFS Holdings LLC, as amended from time to time (the " LLC Agreement" ).


2. The Closing .


2.1 Closing . The closing (the " Closing" ) shall take place at the offices of , at a.m. (Eastern Standard Time) immediately prior to the closing of the FDFS Redemption contemplated by the Restructuring Agreement, or at such other place or time as the Company, Seller and the Purchaser may mutually agree (such date is hereinafter referred to as the " Closing Date" ). Notwithstanding the foregoing, in no event shall the Closing hereunder occur after the closing of the FDFS Redemption.


2.2 Documents Delivered by Purchaser At Closing . At the Closing, the Purchaser shall deliver to Seller the following items duly executed by Purchaser:

(a) 2.0% Note;

(b) 2.99% Note;

(c) 2.0% Membership Unit Pledge Agreement;

(d) 2.99% Membership Unit Pledge Agreement;

(e) Assignment of Membership Interest in the form of Exhibit E attached hereto (the " Membership Assignment" ); and


(f) certificate of an officer of Purchaser certifying as to the accuracy of matters set forth in Section 6.1(a).


2.3 Documents Delivered by Seller At Closing . At the Closing, the Seller shall deliver to Purchaser the following items duly executed by Seller:


(a) a certificate representing the 2.0% Units sold to Purchaser pursuant to Section 1;

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(b) a certificate representing the 2.99% Units sold to Purchaser pursuant to Section 7;


(c) Membership Assignment; and

(d) Certificate of officer certifying as to the accuracy of the matters set forth in Section 6.2(a).


2.4 Deliveries by the Company . Immediately after the Closing, the Company shall: (a) deliver to Purchaser new certificates evidencing the Transferred Units issued in the name of Purchaser; (b) reflect the transfer of the Transferred Units to Purchaser on its records; and (c) deliver such other documentation reasonably necessary to transfer the Transferred Units in accordance with this Agreement.

3. Seller Representations . Seller hereby represents to Purchaser as follows:


3.1 Organization . Seller is a corporation duly formed and validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted.


3.2 Authority . Seller has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof and thereof. The execution, delivery and performance by Seller of this Agreement has been duly authorized and approved by Seller, if applicable, and do not require any further authorization or consent. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Purchaser) constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and by general principles of equity.


3.3 No Conflict . Seller has not granted any options of any sort with respect to the Transferred Units or any right to acquire any part of the Transferred Units. Neither Seller nor its Affiliates has entered into any agreement, arrangement, commitment or understanding, and Seller is not bound by any judgment or order of any court or governmental authority, which restricts Seller' s ability to sell the Transferred Units as provided herein. Other than the Company' s Limited Liability Company Agreement, there are no agreements to which Seller is a party which impose restrictions on transfer of the Transferred Units. The execution and delivery of this Agreement by Seller, the performance by it of its obligations hereunder and the consummation of the transactions contemplated in this Agreement will not (i) contravene any provision of its organizational documents, or (ii) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except for post closing notifications to gaming regulatory authorities in jurisdictions where the Company does business. Subject to Purchaser' s payment for the Transferred Units as provided herein, delivery of a certificate for the Transferred Securities will pass valid title thereto free and clear of any security interest, lien, charge, pledge, encumbrance,


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mortgage, adverse claim or title retention agreement of any nature or kind other than any Security Interest created by Purchaser under this Agreement and the Pledge Agreement. No person, other than Purchaser under this Agreement, has any option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement for the purchase from Seller of any of the Transferred Units. For purposes of this Agreement, " Affiliate" shall mean any person which, directly or indirectly, controls, is controlled by or is under common control with another person (" control," " controlled by" and " under common control with" with respect to any person meaning for the purposes of the foregoing the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise).


3.4 No Violation, Litigation or Regulatory Action. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of Seller or its Affiliates, threatened, relating to the sale of the Transferred Units to Purchaser.


3.5 No Other Approvals or License Required . No consent, approval, permit, license, qualification finding of suitability, registration or filing with any governmental or regulatory authority or agency, including, without limitation, any gaming regulatory a ...