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Exhibit 10.2

[***] — Indicates confidential information. Confidential treatment requested.
Portion omitted filed separately with the Securities and Exchange Commission.

AMENDMENT
to
PROFESSIONAL SERVICES AGREEMENT,
AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT,
and
TRANSENDING SERVICES AGREEMENT

This Amendment (“ Amendment ”) is by and between Global Cash Access, Inc., a Delaware corporation (“ GCA ”); Infonox on the Web, a California corporation (“ Infonox ”) and TSYS Acquiring Solutions, L.L.C., a Delaware limited liability company (“ TSYS ”), is executed by the parties as of the date of the last signature in the signature block below and made effective as of July 1, 2009 (the “ Effective Date ”).

WHEREAS, GCA and Infonox are parties to that certain Professional Services Agreement effective as of March 10, 2004, as amended (the “ Services Agreement ”);

WHEREAS, GCA and Infonox are also parties to that certain Amended and Restated Software License Agreement dated as of March 10, 2004, as amended (the “ License Agreement ”);

WHEREAS, GCA and Infonox entered into that certain TranSending Services Agreement dated June 16, 2008 (the “ TranSending Agreement ”, and together with the Services Agreement and License Agreement, the “ Infonox Agreements ”);

WHEREAS, Infonox was acquired by TSYS and continues to operate as a wholly owned subsidiary of TSYS; and

WHEREAS, GCA and TSYS have entered into a Processing Services Agreement of even date herewith (the “ Processing Agreement ”), pursuant to which TSYS will provide certain transaction processing services to GCA;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree to amend the Infonox Agreements as follows:

1. Revised Pricing. The fees and other amounts charged by Infonox are hereby revised as follows:

1.1 International Gateway/iPass Fees: Infonox shall no longer charge any fees or amounts with respect to any [***] previously charged by Infonox for [***] services under invoice designation “[***]”.

1.2 [***] Fees: The [***] fees currently charged by Infonox under invoice designations “[***]” and “[***]”, as well as the [***]fee of [***], are hereby eliminated.

1.3 Data Center Fees/Charges. [***]. With respect to Infonox’s provision of data center space and related services for GCA owned equipment ([***]), beginning from the Effective Date of this Amendment, Infonox may charge GCA a total of [***] per month per data center location. Currently, GCA utilizes [***] per data center location. In the event the parties determine GCA’s needs have materially changed, the parties shall agree in writing to a corresponding, reasonable adjustment in service and associated fees.

1.4 TranSending Per Transaction Fee. The fee of [***] per new transaction record currently priced by Infonox pursuant to Exhibit A, Section II, of the TranSending Agreement titled “Fee during the Operations Phase”, is hereby changed to [***].

For the avoidance of doubt, the foregoing revised pricing shall be effective as of the Effective Date and, accordingly, the charges applicable to the month and year in which the Effective Date occurs shall be pro-rated on a daily basis to incorporate and reflect such revised pricing.

 

 


 

2. SAS 70 Type II.

2.1 SAS70 Type II and TG-3 Audits. No later than December 31, 2009, and at least once per calendar year thereafter, Infonox shall (i) have a nationally-recognized accounting firm conduct a “SAS70 Type II” audit in accordance with the Statement of Auditing Standards developed by the American Institute of Certified Public Accountants, and have such accounting firm issue a Service Auditor’s Report Type II (or substantially similar report in the event the SAS70 Type II auditing standard and/or a Service Auditors Report Type II are no longer an industry standard) which shall cover, at a minimum, security policies and procedures and controls, including without limitation, system security and physical security and (ii) have a nationally-recognized and certified auditor conduct a Technical Guideline #3, or TG-3, audit. Infonox shall provide GCA and its independent auditors with a copy of the SAS70 TYPE II and TG-3 audit reports promptly upon the completion thereof. Unless otherwise agreed by the parties, each audit shall be designed and conducted to facilitate periodic compliance reporting by GCA under the Sarbanes-Oxley Act of 2002 (and related regulations) and comparable laws in other jurisdictions.

2.2 Remediation. If either the SAS70 TYPE II or TG-3 audit reports identify any issues or non-compliance, including without limitation, risks to Infonox’ computer systems and/or physical facilities which could result in the unauthorized destruction, loss, alteration of, or access to GCA’s confidential information or customer data or any Infonox services being provided to GCA hereunder being materially affected, then a senior technology executive of Infonox shall promptly meet with a representative of GCA to discuss the matter and Infonox shall promptly take action to address the matter raised by the report to reduce the risk to GCA’s confidential information and customer data and otherwise cure such issue or non-compliance.

3. Integrated DR/BC Plan.

3.1 General. Infonox has created and shall maintain and comply with, at its own expense, a comprehensive disaster recovery plan (“ Disaster Recovery Plan &rdq


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