exv10w1



 




Exhibit 10.1




AMENDMENT NO. 1




TO




REGISTRATION AGREEMENT




     This Amendment No. 1 to Registration Agreement (the “Amendment”) is entered into as of May 17,
2006 by and between Global Cash Access Holdings, Inc., a Delaware corporation (the “Company”); M&C
International, a Nevada corporation (“M&C”); Kirk Sanford (“Sanford”); Summit Investors VI, L.P.,
Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P. and Summit VI
Entrepreneurs Fund, L.P. (collectively, “Summit”); Tudor Ventures II, L.P., Tudor Proprietary
Trading, L.L.C., Tudor BVI Global Portfolio Ltd., The Altar Rock Fund L.P. and The Raptor Global
Portfolio Ltd. (collectively, “Tudor”); HarbourVest Partners VI-Direct Fund L.P. (“HarbourVest”);
Banc of America Strategic Investments Corporation, a Delaware corporation (“BofA”); and JPMorgan
Chase Bank, N.A., as Trustee for First Plaza Group Trust and Performance Co-Investment Fund I, L.P.
(collectively, “GM”)



R E C I T A L S




     WHEREAS, the Company, M&C, Sanford, Summit, Tudor, HarbourVest, GM and Banc of America
Strategic Investments Corporation are parties to that certain Registration Agreement dated as of
May 13, 2004 (the “Agreement”);



     WHEREAS, the Agreement may be amended by the written agreement of the Company, the holders of
a majority of the Investor Registrable Securities (as defined in the Agreement) and the holders of
a majority of the Other Registrable Securities (as defined in the Agreement);



     WHEREAS, the parties hereto desire to amend the Agreement in accordance with the terms of this
Amendment.



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the parties to this Amendment hereby agree to amend the Agreement as follows:



A M E N D M E N T




     1.     Definitions. Except as otherwise provided herein, capitalized terms used in this
Amendment shall have the definitions set forth in the Agreement.



     2.     Amendment. Section 1 of the Agreement shall be amended by adding the following
Section 1(i) to read in its entirety as follows:



               “(i) Notwithstanding anything to the contrary in this Agreement, in the event of a
registration of shares of common stock of the Company pursuant to a Registration Statement on Form
S-1 filed by the Company on May 11, 2006, as the same may be amended




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from time to time (the “May 2006 Registration”), the securities to be included in the firm
portion (the “Firm Portion”) of the May 2006 Registration and in the over-allotment portion
(“Over-Allotment Portion”) of the May 2006 Registration shall be as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Selling Stockholder(s)	 	 	Number of Shares	 	 
	 	 	 	 	 	 	 	 	 	Over-Allotment	 	 
	 	 	 	 	Firm Portion	 	 	 	Portion	 	 
	 	M&C International
	 	 	 	4,215,810	 	 	 	 	657,666	 	 
	 	entities affiliated with Summit Partners
	 	 	 	4,215,810	 	 	 	 	657,666	 	 
	 	entities affiliated with Tudor Investment Corporation
	 	 	 	1,568,380	 	 	 	 	244,668	 	 
	 	Kirk Sanford
	 	 	 	300,000	 	 	 	 	0	 	 
	 	Harry Hagerty
	 	 	 	100,000	 	 	 	 	0	 	 
	 	TOTAL
	 	 	 	10,400,000	 	 	 	 	1,560,000	 	 
	 




In the event that the number shares to be sold by either Kirk Sanford or Harry Hagerty (the
“Management Stockholders”) in the Firm Portion is reduced for any reason, including but not limited
to such stockholder reducing the number of shares that he desires to sell or withdrawing from the
May 2006 Registration, the shares represented by such reduction shall be reallocated among the
stockholders other than Kirk Sanford and Harry Hagerty (such other stockholders, the “Investor
Stockholders”) ratably in proportion to the number of shares allocated to the Investor Stockholders
prior to such reallocation.



In the event that the number shares to be sold by any Investor Stockholder in the Firm Portion or
the Over-Allotment Portion is reduced for any reason, including but not limited to such stockholder
reducing the number of shares that it desires to sell or withdrawing from the May 2006
Registration, the shares represented by such reduction shall be reallocated among the remaining
Investor Stockholders ratably in proportion to the number of shares allocated to them prior to such
reallocation.



In the event that the over-allotment option in connection with the May 2006 Registration is not
fully exercised by the underwriters, the shares to be sold by the selling stockholders in the
Over-Allotment Portion shall be ratably reduced in proportion to the number of shares allocated to
them prior to such reduction.



The May 2006 Registration shall not constitute a Demand Registration or a Piggyback Registration.”




     3.     Waiver of Registration Rights. Except as specifically provided in Section 1(i) of
the Agreement, as provided above, and solely with respect to the May 2006 Registration, the parties
to this Amendment hereby waive on behalf of all holders of Registrable Securities (as defined in
the Agreement) notice of and any and all registration rights maintained by any party pursuant to
the Agreement.



     4.     Terms of Agreement. Except as expressly modified hereby, all terms, conditions and
provisions of the Agreement shall continue in full force and effect.



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     5.     Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall
govern and control.



     6.     Entire Agreement. This Amendment and the Agreement constitute the entire and
exclusive agreement between the parties with respect to the subject matter hereof. All previous
discussions and agreements with respect to this subject matter are superseded by the Agreement and
this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be
an original and all of which taken together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized representatives, effective as of the date first written above.



COMPANY:




GLOBAL CASH ACCESS HOLDINGS, INC.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Kirk Sanford
 	 	 
	 	Kirk Sanford, Chief Executive Officer 	 	 
	 	 	 	 
	 



 Signature Page to Amendment No. 1 to Registration Agreement





 









 





M&C:





M&C INTERNATIONAL




	 	 	 	 	 
	By:  	/s/ Karim Maskatiya
 	 	 
	 	Karim Maskatiya, President 	 	 
	 	 	 	 
	 



 Signature Page to Amendment No. 1 to Registration Agreement





 









 





SANFORD:




	 	 	 	 	 
	 	 	 
	     /s/ Kirk Sanford
 	 	 
	Kirk Sanford 	 	 
	 	 	 
	 



 Signature Page to Amendment No. 1 to Registration Agreement





 










 







SUMMIT:




	 	 	 	 	 	 	 	 	 	 	 
	SUMMIT INVESTORS VI, L.P.	 	SUMMIT VENTURES VI-A, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Summit Partners VI (GP), L.P.
	 	By:
	 	Summit Partners VI (GP), L.P.	 	 	 	 
	Its:

	 	General Partner
	 	Its:
	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Summit Partners, VI (GP), LLC
	 	Its:
	 	General Partner	 	 	 	 
	Its:

	 	General Partner
	 	By:
	 	Summit Partners VI (GP), LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Walter Kortschak
	 	By:
	 	/s/ Walter Kortschak	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Member
	 	 	 	Member	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	SUMMIT VENTURES VI-B, L.P.	 	SUMMIT VI ADVISORS FUND, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Summit Partners VI (GP), L.P.
	 	By:
	 	Summit Partners VI (GP), L.P.	 	 	 	 
	Its:

	 	General Partner
	 	Its:
	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Summit Partners VI (GP), LLC
	 	By:
	 	Summit Partners VI (GP), LLC	 	 	 	 
	Its:

	 	General Partner
	 	Its:
	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Walter Kortschak
	 	By:
	 	/s/ Walter Kortschak	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Member
	 	 	 	Member	 	 	 	 






	 	 	 	 	 	 	 
	SUMMIT VI ENTREPRENEURS FUND, L.P.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Summit Partners VI (GP), L.P.
	 	 
	 	 
	Its:

	 	General Partner
	 	 
	 	 
	 
	 	 	 	 	 	 
	By:

	 	Summit Partners VI (GP), LLC
	 	 
	 	 
	Its:

	 	General Partner
	 	 
	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Walter Kortschak
	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Member
	 	 
	 	 





 Signature Page to Amendment No. 1 to Registration Agreement



 









 





TUDOR:




	 	 	 	 	 	 	 	 	 	 	 
	TUDOR VENTURES II, L.P.	 	TUDOR PROPRIETARY TRADING, L.L.C.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Tudor Ventures Group L.P., General Partner
	 	By:
	 	/s/ Robert P. Forlenza	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By:

	 	Tudor Ventures Group LLC, General Partner
	 	 	 	Robert P. Forlenza, Managing Director	 	 	 	 
	By:

	 	/s/ Robert P. Forlenza	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Robert P. Forlenza, Managing Director	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	TUDOR BVI GLOBAL PORTFOLIO LTD.	 	THE ALTAR ROCK FUND L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Tudor Investment Corporation, Investment Advisor
	 	By:
	 	Tudor Investment Corporation, General Partner	 	 	 	 
	By:

	 	/s/ Robert P. Forlenza
	 	By:
	 	/s/ Robert P. Forlenza	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Robert P. Forlenza, Managing Director
	 	 	 	Robert P. Forlenza, Managing Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE RAPTOR GLOBAL PORTFOLIO LTD.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Tudor Investment Corporation, Investment Advisor	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert P. Forlenza	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Robert P. Forlenza, Managing Director	 	 	 	 	 	 	 	 




 Signature Page to Amendment No. 1 to Registration Agreement




 









 





HARBOURVEST:




	 	 	 	 	 	 	 
	HARBOURVEST PARTNERS VI-DIRECT FUND L.P.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	HarbourVest VI-Direct Associates LLC	 	 	 	 
	Its:

	 	General Partner	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	HarbourVest Partners, LLC	 	 	 	 
	Its:

	 	Managing Member	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ofer Nemirovsky
	 	 
	 	 
	 

	 	 	 	 	 	 
	Its:

	 	Managing Director
	 	 
	 	 





 Signature Page to Amendment No. 1 to Registration Agreement




 










 







GM:





JPMORGAN CHASE BANK, N.A., AS TRUSTEE FOR FIRST PLAZA GROUP TRUST




	 	 	 	 	 
	By:  	                      /s/ Nicole Stephenson
 	 	 
	 	Name:  	Nicole Stephenson 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 



PERFORMANCE CO-INVESTMENT FUND I, L.P.




	 	 	 	 	 
	By:  	                        /s/ Jeffrey A. Reals
 	 	 
	 	Name:  	Jeffrey A. Reals 	 	 
	 	Title:  	Managing Director 	 	 
	 




 Signature Page to Amendment No. 1 to Registration Agreement



 









 




BOFA:





BANC OF AMERICA STRATEGIC INVESTMENTS CORPORATION




	 	 	 	 	 
	By:  	                         /s/ Gary M. Tsuyuki
 	 	 
	 	Name:  	Gary M. Tsuyuki 	 	 
	 	Title:  	Managing Director 	 	 
	 



 Signature Page to Amendment No. 1 to Registration Agreement