exv10w4



 





Exhibit
10.4



AMENDMENT NO. 2 TO CREDIT AGREEMENT




     AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of August 5, 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 (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 4.03 of the Credit Agreement is amended to add a new clause (c) thereof to read as
follows:




     “The notices required by Sections 4.03(a) and (b) above may be waived (or the period
for such notices shortened) at the discretion of the Agent.”



     (b) Section 8.03(i) of the Credit Agreement is amended and restated in full to read as
follows:




     “(i) Indebtedness under the Second Lien Credit Agreement in an aggregate principal
amount not to exceed $75,000,000 (plus any additional indebtedness thereunder incurred in
connection with the syndication thereof) or in respect of the Permanent Securities in an
aggregate principal amount not to exceed $200,000,000, in either case less principal amounts
paid thereunder from time to time (other than principal
of the Second Lien Credit Agreement prepaid with the proceeds of the Permanent
Securities);”



 









 





2





     (c) Section 8.12(a) of the Credit Agreement is amended and restated in full to read as
follows:




     “(a) Total Leverage Ratio. The Borrower will not permit at any time the ratio
of (i) Total Debt of the Borrower and its Subsidiaries on a consolidated basis at such time
to (ii) Acquisition EBITDA of the Borrower and its Subsidiaries on a consolidated basis
(such ratio being the “Total Leverage Ratio”), to be greater than the ratio set
forth below for each corresponding period set forth below:



	 	 	 	 	 
	Four (4) Quarter Period Ending:	 	Ratio:	 
	September 30, 2005
	 	 	5.00:1.00	 
	December 31, 2005
	 	 	5.00:1.00	 
	March 31, 2006
	 	 	4.75:1.00	 
	June 30, 2006
	 	 	4.75:1.00	 
	September 30, 2006
	 	 	4.75:1.00	 
	December 31, 2006
	 	 	4.50:1.00	 
	March 31, 2007
	 	 	4.50:1.00	 
	June 30, 2007
	 	 	4.25:1.00	 
	September 30, 2007
	 	 	4.25:1.00	 
	December 31, 2007 and each fiscal quarter-end thereafter
	 	 	3.75:1.00	 







provided, however, that upon the issuance of Permanent Securities consisting
of senior subordinated unsecured debt securities, the table set forth above shall be
replaced, to the extent applicable, by the following table:



	 	 	 	 	 
	Four (4) Quarter Period Ending:	 	Ratio:	 
	June 30, 2005
	 	 	5.50:1.00	 
	September 30, 2005
	 	 	5.50:1.00	 
	December 31, 2005
	 	 	5.50:1.00	 
	March 31, 2006
	 	 	5.50:1.00	 
	June 30, 2006
	 	 	5.50:1.00	 
	September 30, 2006
	 	 	5.50:1.00	 
	December 31, 2006
	 	 	5.50:1.00	 
	March 31, 2007
	 	 	5.50:1.00	 
	June 30, 2007
	 	 	5.50:1.00	 
	September 30, 2007
	 	 	5.50:1.00	 
	December 31, 2007
	 	 	5.50:1.00	 
	March 31, 2008
	 	 	5.00:1.00	 
	June 30, 2008
	 	 	5.00:1.00	 
	September 30, 2008
	 	 	5.00:1.00	 
	December 31, 2008
	 	 	5.00:1.00	 
	March 31, 2009
	 	 	4.75:1.00	 
	June 30, 2009 and each fiscal quarter-end thereafter
	 	 	4.75:1.00	”






 









 






3





     SECTION 2. Acknowledgement of Permanent Securities. The undersigned hereby
acknowledge that senior unsecured notes as described in the Preliminary Offering Memorandum of the
Borrower, dated July 22, 2005, are in form and substance satisfactory to the undersigned for
purposes of the definition of Permitted Securities in the Credit Agreement.



     SECTION 3. Conditions of Effectiveness of Amendment. (a) The amendments to the Credit
Agreement set forth in Section 1 and the acknowledgement in Section 2 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 4. Representations and Warranties. The Borrower represents and warrants as
follows:



     (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 5. 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.



     (b) 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.



 









 





4





     (c) 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 6. 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 7. 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/
Jack M. Antonini 	 
	 	 	Jack M. Antonini, President & CEO	 
	 



	 	 	 	 	 
	 	Guarantors



CARDTRONICS, LP

 	 
	 	By:  	CARDTRONICS GP, INC.,
 	 
	 	 	its general partner 	 



					
	 	 	 
	 	By:  	/s/
Jack M. Antonini 	 
	 	 	Jack M. Antonini, President & CEO	 
	 



	 	 	 	 	 
	 	CARDTRONICS GP, INC.

 	 
	 	By:  	/s/
Jack M. Antonini 	 
	 	 	Jack M. Antonini, President & CEO	 
	 
	 	CARDTRONICS LP, INC.

 	 
	 	By:  	/s/
Peter J. Winnington 	 
	 	 	Peter J. Winnington, President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as Administrative Agent

 	 
	 	By:  	/s/
Sean Davenport 	 
	 	 	Name:  	Sean Davenport 	 
	 	 	Title:  	Director 	 
	 
	 
	 	By  	/s/ Matthew Wyatt 	 
	 	 	Name:  	Matthew Wyatt 	 
	 	 	Title:  	Vice President 	 



 









 







	 	 	 	 	 
	 
	Lenders:
	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 
	BNP Paribas	 	 	 
	 
	 
	 

	[Please print name of lender]	 	 
	 
	 	By:  	
/s/ Sean Davenport	 
	 	 	Name:  Sean Davenport	 
	 	 	Title:  Director	 
	 
	 	By:  	
/s/ Matthew Wyatt	 
	 	 	Name:  Matthew Wyatt	 
	 	 	Title:  Vice President	 








	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	Bank of America, N.A.,	 	 
	 

	 	 	 	 
	 

	 	as Syndication Agent	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ David A. Batson	 
	 	 	Name:  	David A. Batson	 
	 	 	Title:  	Vice President	 
	 



	 	 	 	 	 
	 	Lenders:	 
	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION	 
	 
	 
	 	By:  	
/s/ David C. Moriniere	 
	 	 	  	David C. Moriniere	 
	 	 	  	Vice President	 
	 



	 	 	 	 	 
	 	Lenders:	 
	 
	 
	 	BANK OF AMERICA, N.A., as Lender	 
	 
	 
	 	By:  	
/s/ David A. Batson	 
	 	 	Name:  	David A. Batson	 
	 	 	Title:  	VP	 
	 




	 	 	 	 	 
	 	Lenders:	 
	 
	 
	 	COMPASS BANK	 
	 
	 
	 	By:  	
/s/ D. G. Mills	 
	 	 	Name:  	D. G. Mills	 
	 	 	Title:  	Senior Vice President	 
	 





	 	 	 	 	 
	 

	 	Lenders:
	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	 

	 	 	 	 
	 

	 	      [Please print name of lender]	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Thomas S. Beck	 
	 	 	Name:  	Thomas S. Beck	 
	 	 	Title:  	Duly Authorized Signatory	 
	 






	 	 	 	 	 
	 

	 	Lenders:
	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	JPMorgan Chase Bank, N. A.	 	 
	 

	 	 	 	 
	 

	 	      [Please print name of lender]	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Michael Becker	 
	 	 	Name:  	Michael Becker	 
	 	 	Title:  	Vice President	 
	 









	 	 	 	 	 
	 

	 	Lenders:
	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	Wells Fargo Bank, N.A.	 	 
	 

	 	 	 	 
	 

	 		 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Charles W. Randall	 
	 	 	Name:  	Charles W. Randall	 
	 	 	Title:  	VP	 
	 













	 	 	 	 	 
	 

	 	Lenders:
	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	Allied Irish Banks, PLC	 	 
	 

	 	 	 	 
	 

	 	      [Please print name of lender]	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Gregory J. Wisks	 
	 	 	Name:  	Gregory J. Wisks	 
	 	 	Title:  	Vice President	 
	 
	 	  	
/s/ Denise Magyer	 
	 	 	  	Denise Magyer	 
	 	 	  	Vice President