exv10w5



 




Exhibit
10.5




AMENDMENT NO. 3 TO CREDIT AGREEMENT




          AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of November 17, 2005 (this “Amendment”) among (a)
Cardtronics, Inc., a Delaware corporation (the “Borrower”), (b) Cardtronics, LP, a Delaware limited
partnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delaware
corporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreement
referred to below (the “Lenders”), and (d) BNP Paribas, as administrative agent (the
“Administrative Agent”) for the Lenders.



          PRELIMINARY STATEMENTS:



          (1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and others have
entered into a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005, as
amended by Amendment No. 1 to Credit Agreement dated as of July 6, 2005 and Amendment No. 2 to
Credit Agreement dated as of August 5, 2005 (as so amended, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined in this Amendment being used herein as defined in the
Credit Agreement);



          (2) The Borrower has requested that the Lenders amend certain provisions of the Credit
Agreement as provided herein;



          (3) The Lenders have agreed, subject to the terms and conditions hereinafter set forth, to
amend the Credit Agreement as set forth below;



          (4) NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:



          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of
the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as
follows:



          (a) Section 5.04(e) of the Credit Agreement is deleted in its entirety.



          (b) The list of Scheduled Capital Expenditures in Section 8.13(a) of the Credit Agreement is
amended and restated in full to read as follows:



	 	 	 	 	 
	Test Period Ending:	 	Amounts:
	June 30, 2005

	 	$	31,776,000	 
	September 30, 2005

	 	$	37,689,854	 
	December 31, 2005

	 	$	39,083,512	 
	March 31, 2006

	 	$	41,327,441	 
	June 30, 2006

	 	$	44,231,079	 
	September 30, 2006

	 	$	41,204,379	 






 









 





2




	 	 	 	 	 
	December 31, 2006

	 	$	40,908,347	 
	March 31, 2007

	 	$	40,908,347	 
	June 30, 2007

	 	$	40,908,347	 
	September 30, 2007

	 	$	40,908,347	 
	December 31, 2007

	 	$	28,485,475	 
	March 31, 2008

	 	$	25,485,475	 
	June 30, 2008

	 	$	25,485,475	 
	September 30, 2008

	 	$	25,485,475	 
	December 31, 2008

	 	$	25,485,475	 
	March 31, 2009

	 	$	25,485,475	 
	June 30, 2009

	 	$	25,485,475	 
	September 30, 2009

	 	$	25,485,475	 
	December 31, 2009

	 	$	25,485,475	 
	March 31, 2010

	 	$	25,485,475	 
	June 30, 2010

	 	$	25,485,475	 






          (c) Section 8.16 of the Credit Agreement is amended and restated in full to read as follows:




     “Other than the Company and the Partnership and any Subsidiary of the Borrower or the
Partnership acquired or created after the Effective Date in compliance with Section
7.09 (including, without limitation, pursuant to a Permitted Acquisition), no Loan Party
shall own any material assets (other than (a) the Voting Equity Interests of the General
Partner, the Limited Partner and Bidco owned by the Borrower, (b) the Voting Equity
Interests of the Partnership owned by the General Partner and the Limited Partner, and (c)
the Voting Equity Interests in any Foreign Subsidiary owned by the Borrower or any other
Foreign Subsidiary) or conduct any material business operations. Bidco shall not carry on
any business, own any assets or incur any liabilities, except for (i) the provision of
administrative services (except treasury services) to its Subsidiaries of a type customarily
provided by a holding company to its Subsidiaries, (ii) ownership of shares in the Company,
and (iii) liabilities for professional fees and administration costs in the ordinary course
of business as a holding company. The Borrower shall not permit any Foreign Subholdco to
carry on any business, own any assets or incur any liabilities, except for the ownership of
all of the Equity Interests in any of its Foreign Subsidiaries.”



          SECTION 2. Conditions of Effectiveness of Amendment. (a) The amendments to the Credit
Agreement set forth in Section 1 shall become effective on the date when the Administrative Agent
shall have received counterparts of this Amendment executed by (i) the Borrower and each Loan
Party, (ii) the Administrative Agent, and (iii) the Requisite Lenders, or, as to any of the
foregoing parties, advice satisfactory to the Administrative Agent that each of the foregoing
parties has executed this Amendment.



          SECTION 3. Representations and Warranties. The Borrower represents and warrants as
follows:



 









 






3




          (a) The execution, delivery and performance by each of the Borrower and each of the other Loan
Parties of this Amendment and the consummation of the transactions contemplated hereby are within
its corporate powers, have been duly authorized by all necessary corporate action and do not
contravene (i) its charter or by-laws or (ii) any law or any contractual restriction binding on or
affecting it the contravention of which would be reasonably likely to have a Material Adverse
Effect.



          (b) After giving effect to this Amendment, the representations and warranties contained in
each of the Loan Documents are correct in all material respects on and as of the date hereof as
though made on and as of such date (other than any such representations or warranties that, by
their terms, refer to a specific date, in which case as of such specific date).



          (c) After giving effect to this Amendment, no event shall have occurred and be continuing that
constitutes a Default.



          SECTION 4. Reference to and Effect on the Credit Agreement and the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this Amendment.



          (a) Each of the Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing,
the Guaranty does and shall continue to guarantee the Guaranteed Obligations, in each case, as
amended by this Amendment.



          (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall
for all purposes constitute a Loan Document.



          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



[The remainder of this page is intentionally left blank]




 









 








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



	 	 	 	 	 
	 	 	Borrower
	 
	 	 	 	 
	 	 	CARDTRONICS, INC.
	 
	 	 	 	 
	 

	 	By	 	/s/ J. Chris Brewster 
	 

	 	 	 	 
	 

	 	 	 	Name:  J. Chris Brewster
	 

	 	 	 	Title:  Chief Financial Officer
	 
	 	 	 	 
	 	 	Guarantors
	 
	 	 	 	 
	 	 	CARDTRONICS, LP
	 
	 	 	 	 
	 	 	By: CARDTRONICS GP, INC.,
	 

	 	 	 	its general partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ J. Chris Brewster 
	 

	 	 	 	 
	 

	 	 	 	Name:  J. Chris Brewster
	 

	 	 	 	Title:  Chief Financial
Officer
	 
	 	 	 	 
	 	 	CARDTRONICS GP, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ J. Chris Brewster 
	 

	 	 	 	 
	 

	 	 	 	Name:  J. Chris Brewster
	 

	 	 	 	Title:  Chief Financial
Officer
	 
	 	 	 	 
	 	 	CARDTRONICS LP, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Peter J. Winnington 
	 

	 	 	 	 
	 

	 	 	 	Name:  Peter J. Winnington
	 

	 	 	 	Title:  President






 









 






	 	 	 	 	 
	 	 	BNP PARIBAS, as Administrative Agent
	 
	 	 	 	 
	 

	 	By	 	/s/ Chris Goodwin 
	 

	 	 	 	 
	 

	 	 	 	Name:  Chris Goodwin
	 

	 	 	 	Title:  Managing Director
	 
	 

	 	By	 	/s/ Sean Davenport 
	 

	 	 	 	 
	 

	 	 	 	Name:  Sean Davenport
	 

	 	 	 	Title:  Director






 









 






	 	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	GENERAL ELECTRIC
CAPITAL CORPORATION
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ Jeffrey Skinner 
	 

	 	 	 	 
	 

	 	 	 	Name:  Jeffrey Skinner
	 

	 	 	 	Title:  Duly Authorized
Signatory
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	AMEGY BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ David C. Moriniere 
	 

	 	 	 	 
	 

	 	 	 	Name:  David C. Moriniere
	 

	 	 	 	Title:  Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	COMPASS BANK
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ David G. Mills 
	 

	 	 	 	 
	 

	 	 	 	Name:  David G. Mills
	 

	 	 	 	Title:  Senior Vice
President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Wells Fargo Bank, N.A.
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ Charles W. Randall 
	 

	 	 	 	 
	 

	 	 	 	Name:  Charles W. Randall
	 

	 	 	 	Title:  Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BNP PARIBAS
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ Chris Goodwin 
	 

	 	 	 	 
	 

	 	 	 	Name:  Chris Goodwin
	 

	 	 	 	Title:  Managing Director
	 
	 	 	 	 
	 

	 	By	 	/s/ Sean Davenport 
	 

	 	 	 	 
	 

	 	 	 	Name:  Sean Davenport
	 

	 	 	 	Title:  Director
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	JPMorgan Chase Bank,
N.A.
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ Michael Becker 
	 

	 	 	 	 
	 

	 	 	 	Name:  Michael Becker
	 

	 	 	 	Title:  Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	Bank of America, NA
	 	 	 
	 	 	[Please print name of lender]

	 
	 	 	 	 
	 

	 	By	 	/s/ David A. Batson 
	 

	 	 	 	 
	 

	 	 	 	Name:  David A. Batson
	 

	 	 	 	Title:  VP