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Item 1.01 Entry into a Material Definitive Agreement

On November 1, 2006, Global Cash Access, Inc. (“GCA”), together with its sole stockholder, Global Cash Access Holdings, Inc. (the “Company”), entered into a Second Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with certain lenders, Bank of America, N.A., as Administrative Agent and Wachovia Bank, N.A., as Syndication Agent, which amended and restated the terms of the Amended and Restated Credit Agreement, dated as of April 13, 2005, as amended by Amendment No. 1, dated as of August 26, 2005 (as so amended, the “Credit Agreement”). The Restated Credit Agreement amended and restated the terms of GCA’s existing senior secured credit facilities to provide for a $100.0 million term loan facility and a $100.0 million five-year revolving credit facility, with a $25.0 million letter of credit sublimit and a $5.0 million swingline loan sublimit. The Restated Credit Agreement also contains an increase option permitting GCA to arrange with existing lenders and/or new lenders for them to provide up to an aggregate of $150.0 million in additional term loan or revolving credit commitments.

The Restated Credit Agreement amended and restated the terms of the Credit Agreement to, among other things, reduce the rate at which interest accrues on certain borrowings under the senior secured credit facilities and modify certain other terms, conditions, provisions and covenants in connection with the senior secured credit facilities.

Principal, together with accrued interest, is due on the maturity date, November 1, 2011. GCA may prepay the loans and terminate the commitments at any time, without premium or penalty, subject to certain qualifications set forth in the Restated Credit Agreement. Furthermore, the Restated Credit Agreement contains mandatory prepayment provisions which, under certain circumstances, obligate GCA to apply defined portions of its cash flow to prepayment of the senior secured credit facilities.

Pursuant to the Restated Credit Agreement, the senior secured credit facilities continue to be secured by substantially all of the assets of the Company, GCA and GCA’s wholly-owned domestic subsidiaries other than Arriva Card, Inc., and will continue to be guaranteed by the Company and all of GCA’s wholly-owned domestic subsidiaries other than Arriva Card, Inc.

The Restated Credit Agreement contains customary affirmative and negative covenants, financial covenants, representations and warranties and events of defaults, which are subject to important exceptions and qualifications, as set forth in the Restated Credit Agreement furnished herewith.

The foregoing description does not purport to be complete and is qualified by reference to the full text of the Restated Credit Agreement included as Exhibit 10.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

In connection with the entry by the Company and GCA into the Restated Credit Agreement on November 1, 2006, GCA repaid in full, and terminated the commitments under, the Credit Agreement.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As described in Item 1.01 above and hereby incorporated by reference into this Item 2.03, the Company and GCA became obligated on a material direct financial obligation pursuant to the Restated Credit Agreement on November 1, 2006.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLOBAL CASH ACCESS HOLDINGS, INC.

By: /s/ HARRY C. HAGERTY III                    
Harry C. Hagerty III
Chief Financial Officer

Date: November 7, 2006

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EXHIBIT INDEX

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