**Exhibit 10.28**EXECUTION COPY**AMENDMENT NO. 4 TO CREDIT AGREEMENT**          **AMENDMENT NO. 4 TO CREDIT AGREEMENT**dated as of February 14, 2006 (this “***Amendment***”) among (a)Cardtronics, Inc., a Delaware corporation (the “***Borrower***”), (b) Cardtronics, LP, a Delaware limitedpartnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delawarecorporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreementreferred 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 haveentered into a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005, asamended by Amendment No. 1 to Credit Agreement dated as of July 6, 2005, Amendment No. 2 to CreditAgreement dated as of August 5, 2005 and Amendment No. 3 to Credit Agreement dated as of November17, 2005 (as so amended, the “***Credit Agreement***”; capitalized terms used herein and not otherwisedefined 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 CreditAgreement as provided herein;          (3) The Lenders have agreed, subject to the terms and conditions hereinafter set forth, toamend the Credit Agreement as set forth below;          (4) The Borrower has given notice to the Administrative Agent of the Borrower’s desire toreduce the Total Revolving Credit Commitment, effective as of the effective date of the amendmentsset forth herein, to $125 million.          (5) NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the sufficiency and receipt of which are hereby acknowledged, the parties heretohereby agree as follows:          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction ofthe conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended asfollows:     (a) The definition of “Total Leverage Ratio” in Section 1.01 of the Credit Agreement isdeleted in its entirety.     (b) Section 8.12(a) of the Credit Agreement is deleted in its entirety.     (c) Section 8.12(b) of the Credit Agreement is amended and restated in full to read asfollows:

 

2     “(b) Senior Leverage Ratio. The Borrower will not permit at any time theSenior Leverage Ratio to be greater than the ratio set forth below for each correspondingperiod set forth below:   Four (4) Quarter Period Ending: Ratio:December 31, 2005 3.50:1.00March 31, 2006 2.00:1.00June 30, 2006 2.00:1.00September 30, 2006 2.00:1.00December 31, 2006 2.00:1.00March 31, 2007 2.00:1.00June 30, 2007 2.00:1.00September 30, 2007 2.00:1.00December 31, 2007 2.00:1.00March 31, 2008 and each fiscal quarter-end thereafter 1.75:1.00     (d) Section 8.12(c) of the Credit Agreement is amended and restated in full to read asfollows:     “(c) Fixed Charge Coverage Ratio. The Borrower will not permit at any time theFixed Charge Coverage Ratio to be less than the ratio set forth below for each correspondingperiod set forth below:   Four (4) Quarter Period Ending: Ratio:December 31, 2005 1.25:1.00March 31, 2006 1.25:1.00June 30, 2006 1.25:1.00September 30, 2006 1.25:1.00December 31, 2006 1.35:1.00March 31, 2007 1.35:1.00June 30, 2007 1.35:1.00September 30, 2007 1.35:1.00December 31, 2007 1.40:1.00March 31, 2008 and each fiscal quarter-end thereafter 1.40:1.00     (e) The list of Scheduled Capital Expenditures in Section 8.13(a) of the CreditAgreement is amended and restated in full to read as follows:   Test Period Ending: Amounts:June 30, 2005 $31,776,000September 30, 2005 $37,689,854

 

3   Test Period Ending: Amounts:December 31, 2005 $39,083,512March 31, 2006 $45,000,000June 30, 2006 $50,000,000September 30, 2006 $50,000,000December 31, 2006 $50,000,000March 31, 2007 $50,000,000June 30, 2007 $50,000,000September 30, 2007 $50,000,000December 31, 2007 $50,000,000March 31, 2008 and each fiscal quarter-end thereafter $45,000,000          SECTION 2. Conditions of Effectiveness of Amendment. (a) The amendments to the CreditAgreement set forth in Section 1 shall become effective on the date (the “***Effective Date***”) when theAdministrative Agent shall have received counterparts of this Amendment executed by (i) theBorrower 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 ofthe foregoing parties has executed this Amendment.          SECTION 3. Reduction of Total Revolving Commitment. Effective as of the EffectiveDate, the Total Revolving Commitment shall be reduced to $125 million.          SECTION 4. Representations and Warranties. The Borrower represents and warrants asfollows:     (a) The execution, delivery and performance by each of the Borrower and each of theother Loan Parties of this Amendment and the consummation of the transactions contemplatedhereby are within its corporate powers, have been duly authorized by all necessary corporateaction and do not contravene (i) its charter or by-laws or (ii) any law or any contractualrestriction binding on or affecting it the contravention of which would be reasonably likelyto have a Material Adverse Effect.     (b) After giving effect to this Amendment, the representations and warranties containedin each of the Loan Documents are correct in all material respects on and as of the datehereof as though made on and as of such date (other than any such representations orwarranties that, by their terms, refer to a specific date, in which case as of such specificdate).     (c) After giving effect to this Amendment, no event shall have occurred and becontinuing 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 CreditAgreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring tothe Credit Agreement, and each reference in the Notes and each of the other

 

4Loan Documentsto “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement, as amended by thisAmendment.     (b) Each of the Credit Agreement, the Notes and each of the other Loan Documents, asspecifically amended by this Amendment, is and shall continue to be in full force and effectand is hereby in all respects ratified and confirmed. Without limiting the generality ofthe foregoing, the Guaranty does and shall continue to guarantee the Guaranteed Obligations,in each case, as amended by this Amendment.     (c) The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of any Lenderor the Administrative Agent under any of the Loan Documents, nor constitute a waiver of anyprovision 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 ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which taken together shall constitute but oneand the same agreement. Delivery of an executed counterpart of a signature page to this Amendmentby 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 inaccordance 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 theirrespective officers thereunto duly authorized, as of the date first above written.         Borrower         CARDTRONICS, INC.         By /s/ J. Chris Brewster             Name: J. Chris Brewster      Title: CFO and Treasurer           Guarantors         CARDTRONICS, LP         By: CARDTRONICS GP, INC.,      its general partner           By: /s/ J. Chris Brewster             Name: J. Chris Brewster      Title: CFO and Treasurer           CARDTRONICS GP, INC.         By: /s/ J. Chris Brewster             Name: J. Chris Brewster      Title: CFO and Treasurer           CARDTRONICS LP, INC.         By: /s/ Peter J. Winnington             Name: Peter J. Winnington      Title: 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
 

 
      *Lenders:*