AMENDMENT NO. 1 TO REGISTRATION AGREEMENT

EX-10.1 2 f20798exv10w1.htm EXHIBIT 10.1 exv10w1

Exhibit 10.1

AMENDMENT NO. 1

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

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.

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.

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