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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated to be effective as of May 29, 2020 (the “Amendment Effective Date”), is entered into by and among CARDTRONICS plc, an English public limited company (the “Parent”), the other Obligors (as defined in the Credit Agreement defined below) party hereto, the Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENT
WHEREAS, the Parent, the other Obligors party thereto, the lenders party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of November 19, 2018 (as amended, the “Credit Agreement”); and
WHEREAS, the Parent has now asked the Administrative Agent and the Lenders to amend certain provisions of the Credit Agreement;
WHEREAS, the Administrative Agent and the Lenders are willing to do so subject to the terms and conditions set forth herein, provided that the Obligors ratify and confirm all of their respective obligations under the Credit Agreement and the other Loan Documents; and
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
a.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.


b.Amendments to Credit Agreement.  
i.The Credit Agreement (exclusive of the Exhibits and Schedules thereto) is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.
ii.Schedule 1.01(c) to the Credit Agreement is hereby amended to read in its entirety as set forth on Schedule 1.01(c) attached hereto.
c.Conditions Precedent.  This Amendment shall be effective as of the Amendment Effective Date upon satisfaction of the following conditions precedent:
1.no Default or Event of Default shall exist;










(i)the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the other Obligors party hereto and the Majority Lenders; and
(ii)the Administrative Agent shall have received (i) all fees required to be paid pursuant to that certain Fee Letter, dated as of the date hereof, by and between the Parent and the Administrative Agent and as otherwise agreed in writing and (ii) all other amounts due and payable on or prior to the date hereof (including the reasonable fees and expenses of legal counsel required to be paid pursuant to the Credit Agreement and for which invoices have been presented at least one Business Day prior to the Amendment Effective Date).
d.Ratification.  Each Obligor hereby ratifies all of its Obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the other Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment.  Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is any Obligor released from any covenant, warranty or obligation created by or contained herein or therein.


e.Representations and Warranties.  Each Obligor hereby represents and warrants to the Lenders and the Administrative Agent that (a) this Amendment has been duly executed and delivered on behalf of such Obligor, (b) this Amendment constitutes a valid and legally binding agreement enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the other Loan Documents to which it is a party are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, except for such representations and warranties as are by their express terms limited to a specific date, in which case such representations and warranties were true and correct in all material respects as of such specific date; provided that, in either case, to the extent any such representation and warranty is qualified by Material Adverse Effect or materiality qualifier, such representation and warranty is true and correct in all respects, (d) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document or will result immediately upon giving effect to this Amendment, and (e) the execution, delivery and performance of this Amendment has been duly authorized by such Obligor.


f.Counterparts.  This Amendment may be signed in any number of counterparts, which may be delivered in original, facsimile or electronic form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.
        -2-








g.Governing Law.  This Amendment shall be construed in accordance with and governed by the Law of the State of New York without regard to any choice-of-law provisions that would require the application of the law of another jurisdiction.


h.Amendment is a Loan Document; References to the Credit Agreement.  This Amendment is a Loan Document, as defined in the Credit Agreement.  All references in the Credit Agreement to “this Agreement” mean the Credit Agreement as amended by this Amendment.


i.Final Agreement of the Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signature pages follow]


        -3-









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.
BORROWERS:


CARDTRONICS PLC




By: /s/ Gary W. Ferrera   
Name: Gary W. Ferrera
Title: Chief Financial Officer




CARDTRONICS HOLDINGS LIMITED




By: /s/ E. Brad Conrad    
Name: E. Brad Conrad
Title: Director 




CATM EUROPE HOLDINGS LIMITED




By: /s/ Jana  Hile                
Name: Jana Hile
Title: Director




CATM HOLDINGS LLC




By: /s/ E. Brad Conrad               
Name: E. Brad Conrad
Title: President 




CARDTRONICS USA, INC.




By: /s/ E. Brad Conrad               
Name: E. Brad Conrad
Title: Treasurer 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement








[Continued on following page]
CARDTRONICS UK LIMITED




By: /s/ Jana Hile                        
Name: Jana Hile
Title: Director 




CARDTRONICS AUSTRALASIA PTY LTD


in accordance with section 127 of the Corporations Act 2001 (Cth) by a director and secretary/director:




By: /s/ Jana Hile                          
Name: Jana Hile
Title: Director 


By: /s/ Andrew Wingrove             
Name: Andrew Wingrove
Title: Director 




CARDTRONICS CANADA HOLDINGS INC.




By: /s/ Patrick Moriarty                 
Name: Patrick Moriarty
Title: Senior Vice-President, North America,      Accounting Operations


CARDPOINT GMBH




By: /s/ Jana Hile                        
Name: Jana Hile
Title: Director 









Signature Page to Second Amendment to Second Amended and Restated Credit Agreement








CREDIT FACILITY GUARANTORS:




CARDTRONICS, INC.




By: /s/ E. Brad Conrad               
Name: E. Brad Conrad
Title: President 




ATM NATIONAL, LLC




By: /s/ E. Brad Conrad                  
Name: E. Brad Conrad
Title: Treasurer 




CATM NORTH AMERICA HOLDINGS LIMITED




By: /s/ E. Brad Conrad                  
Name: E. Brad Conrad
Title: Director 




CATM AUSTRALASIA HOLDINGS LIMITED




By: /s/ E. Brad Conrad                   
Name: E. Brad Conrad 
Title: Director




SUNWIN SERVICES GROUP (2010) LIMITED




By: /s/ Andrew Dean Shaw               
Name: Andrew Dean Shaw
Title: Director






Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










SPARK ATM SYSTEMS PROPRIETARY LIMITED




By: /s/ Jana Hile                     
Name: Jana Hile
Title: Director 






Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










CFC GUARANTORS:


CARDTRONICS HOLDINGS, LLC




By: /s/ E. Brad Conrad               
Name: E. Brad Conrad
Title: President




CARDPOINT LIMITED




By: /s/ Jana Hile                     
Name: Jana Hile
Title: Director 




CARDTRONICS CANADA LIMITED PARTNERSHIP


By: Cardtronics Canada Operations Inc., its General Partner




By: /s/ E. Brad Conrad               
Name: Patrick Moriarty 
Title: Senior Vice-President, North America, 
        Accounting Operations 




CARDTRONICS CANADA ATM PROCESSING PARTNERSHIP 


By: Cardtronics Canada Operations Inc., its Managing Partner




By: /s/ Patrick Moriarty                
Name: Patrick Moriarty
Title: Senior Vice-President, North America,   Accounting Operations 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










ADMINISTRATIVE AGENT AND LENDER:


JPMORGAN CHASE BANK, N.A.




By: /s/ Min Park                    
Name: Min Park
Title: Vice President 




JPMORGAN CHASE BANK, N.A., TORONTO BRANCH




By: /s/ Deborah Booth                
Name: Deborah Booth
Title: Executive Director 




J.P. MORGAN EUROPE LIMITED 




By: /s/ Fatma Mustafa                
Name: Fatma Mustafa 
Title: Vice President 






































Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


BANK OF AMERICA, N.A.




By: /s/ Jennifer Teftus                
Name: Jennifer Teftus 
Title:  




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


BARCLAYS BANK PLC




By: /s/ Elina Chachko Morrison                
Name: Elina Chachko Morrison
Title: VP – Transaction Management 


Signature Page to Second Amendment to Second Amended and Restated Credit Agreement








LENDER:


WELLS FARGO BANK, N.A.




By: /s/ Hannah Wolfert           
Name: Hannah Wolfert 
Title: Vice President 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


BBVA USA




By: /s/ Collis Sander                
Name: Collis Sander 
Title: Executive Vice President




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


CAPITAL ONE, N.A.




By: /s/ Andrew Crain                  
Name: Andrew Crain
Title: Managing Director 






Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


PNC BANK, NATIONAL ASSOCIATION




By: /s/ Andrea Kinnik                  
Name: Andrea Kinnik
Title: Senior Vice President 




PNC BANK CANADA BRANCH




By: /s/ Caroline Stade                
Name: Caroline Stade
Title: SVP, Corporate Banking 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


CITIBANK, N.A.




By: /s/ Chris Hartzell                
Name: Chris Hartzell 
Title: Managing Director 


Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


U.S. BANK NATIONAL ASSOCIATION




By: /s/ Ken Gorski                
Name: Ken Gorski
Title: Vice President 






Signature Page to Second Amendment to Second Amended and Restated Credit Agreement








LENDER:


BANK OF MONTREAL




By: /s/ Christina M. Boyle                
Name: Christina M. Boyle
Title: Managing Director 




BANK OF MONTREAL, LONDON BRANCH




By: /s/ Tom Woolgar                
Name: Tom Woolgar
Title: MD




By:  /s/ Scott Matthews                
Name: Scott Matthews
Title: MD




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


CANADIAN IMPERIAL BANK OF    COMMERCE




By: /s/ Scott Daniel                
Name: Scott Daniel
Title: Director




By: /s/ Mario Frison                
Name: Mario Frison
Title: Market Vice President 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement








LENDER:


NATIONAL WESTMINSTER BANK PLC




By:  /s/ Alex Maltby                
Name: Alex Maltby
Title: Associate Director


Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


GOLDMAN SACHS LENDING PARTNERS LLC




By: /s/ Jamie Minieri                
Name: Jamie Minieri
Title: Authorized Signatory 


Signature Page to Second Amendment to Second Amended and Restated Credit Agreement










LENDER:


HSBC BANK USA, N.A.




By: /s/ Shaun R. Kleinman                
Name: Shaun R. Kleinman 
Title: Senior Vice President 




Signature Page to Second Amendment to Second Amended and Restated Credit Agreement









SCHEDULE 1.01(c)
NON-PRO RATA ALTERNATIVE CURRENCIES AND LENDERS
															
	Currency	Available for Swingline Loans and Letters of Credit?	Lenders That Have Agreed to Fund Revolving Loans in Said Currency	Allocation of each Lender in Said Currency	Applicable Percentage of Revolving Loans in Said Currency
	Rand	Yes	JPMorgan Chase Bank, N.A.*
Bank of America, N.A.*
Barclays Bank plc*
Wells Fargo Bank, N.A.*
BBVA USA
Capital One, N.A.
PNC Bank, National Association
U.S. Bank National Association
National Westminster Bank plc
Goldman Sachs Lending Partners LLC
HSBC Bank USA, N.A.


	$85,000,000
$85,000,000
$85,000,000
$85,000,000
$70,000,000
$70,000,000
$70,000,000
$30,000,000
$30,000,000
$25,000,000
$25,000,000
	12.88%
12.88%
12.88%
12.88%
10.61%
10.61%
10.61%
4.55%
4.55%
3.79%
3.79%







* Issuing Lenders that have agreed to issue Letters of Credit in said currency.  






Second Amendment to Second Amended and Restated Credit Agreement
Schedule 1.01(c)