exv10w1



 





Exhibit 10.1




SECOND AMENDMENT TO

FIRST AMENDED AND RESTATED INVESTORS AGREEMENT




     This Second Amendment, dated as of November 26, 2007 (this “Amendment”), to the First Amended
and Restated Investors Agreement, dated February 10, 2005, as amended by the First Amendment dated
May 17, 2005 (the “Investors Agreement”), is by and among Cardtronics, Inc., a Delaware corporation
(the “Company”), and the Securityholders listed on the signature pages hereto, which
Securityholders collectively hold of record at least 80% of the outstanding shares of common stock
of the Company determined in accordance with Section 6.4 of the Investors Agreement and a majority
of the shares of common stock held by persons entitled to vote pursuant to Section 6.14 of the
Investors Agreement (the “Consenting Holders”).



RECITALS




     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-1 (File No. 333-145929), as amended (the “Registration
Statement”), relating to the initial public offering of the Company’s common stock (the “Proposed
IPO”); and



     WHEREAS, Proposed IPO will qualify as an “Underwritten Public Offering” as such term is
defined in the Investors Agreement; and



     WHEREAS, upon the closing of the Proposed IPO the Company and the Securityholders desire the
composition and governance of the Board of Directors to be determined by the Company’s certificate
of incorporation and bylaws, in each case as amended and in effect at such time and thereafter; and



     WHEREAS, the Investors Agreement contains certain provisions in Article 2 governing the
composition of the Board of Directors, and the Company and the Consenting Holders wish to amend the
Investors Agreement to provide that such provisions do not survive an Underwritten Public Offering.



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



AGREEMENTS




     1. Section 6.11 of the Investors Agreement is hereby amended and restated in its entirety to
read as follows:




6.11 Termination. A Person that ceases to own any Securities shall cease to be a party to
this Agreement and shall have no further rights under this Agreement; provided, such Person
shall remain liable for any breach by such Person of the terms of this Agreement that
occurred prior to such Person ceasing to be a holder of Securities; and provided further,
that such Person shall continue to have the rights under Sections 6.1 through 6.10



Second Amendment to First Amended and Restated Investors Agreement




1









 






and 6.17 until this Agreement is terminated in its entirety. Notwithstanding the fact that
a Securityholder ceases to own Securities, such Securityholder shall remain bound by the
terms of Section 6.12. Other than the provisions contained in Article 1, Section 5.1,
Sections 6.1 through 6.10 and Section 6.17 (which shall continue to survive), the terms and
provisions of this Agreement shall terminate upon the closing of an Underwritten Public
Offering.



     2. Section 6.4 of the Investors Agreement is hereby amended and restated in its entirety to
read as follows:




6.4 Amendment; Waiver. Except as provided in the remaining sentences of this Section 6.4,
this Agreement may not be terminated and no provision of this Agreement may be terminated,
amended or otherwise modified except by an instrument in writing executed by the Company
(with approval of the Board) and the approval of holders of at least 80% of the outstanding
shares of Common Stock held of record by the Securityholders taking into account the consent
methodology set forth in Section 6.14. Notwithstanding the foregoing, any amendment,
modification or termination of any provision of this Agreement that, based on the subject
matter of the items affected by any such amendment or modification, would affect any
Securityholder in a manner adversely and disproportionately to the manner in which a
similarly situated Securityholder is affected thereby may be effected only with the consent
of such disproportionately and adversely affected Securityholders holding a majority of the
shares of Common Stock held thereby.



     3. The effectiveness of this Amendment is subject to the SEC declaring the Registration
Statement effective and the execution of the underwriting agreement for the Proposed IPO by all
parties thereto.



     4. This Amendment may be executed in one or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall constitute one and
the same instrument. Except as amended by this Amendment, the Investors Agreement shall remain in
full force and effect and is hereby ratified by the parties hereto.



Second Amendment to First Amended and Restated Investors Agreement




2









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.



	 	 	 	 	 
	 	CARDTRONICS, INC.

 	 
	 	By:  	/s/
J. Chris Brewster	 
	 	 	J. Chris Brewster 	 
	 	 	Chief Financial Officer 	 
	 



Second Amendment to First Amended and Restated Investors Agreement





 









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Securityholders:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CAPSTREET II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	CapStreet GP II, L.P., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	The CapStreet Group, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Katherine L. Kohlmeyer	 	 
	 

	 	 	 	 	 	 	 	 

Katherine L. Kohlmeyer,
	 	 
	 

	 	 	 	 	 	 	 	Chief Financial Officer	 	 






	 	 	 	 	 	 	 	 	 
	 	 	CAPSTREET PARALLEL II, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	The CapStreet Group, LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Katherine L. Kohlmeyer	 	 
	 

	 	 	 	 	 	 

Katherine L. Kohlmeyer
	 	 
	 

	 	 	 	 	 	Chief Financial Officer	 	 






Second Amendment to First Amended and Restated Investors Agreement




 









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	TA IX L.P.	 	 
	 

	 	By:
	 	TA Associates IX LLC, its General Partner	 	 
	 

	 	By:
	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 

Name: Michael A.R. Wilson
	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	TA/ATLANTIC AND PACIFIC IV L.P.	 	 
	 

	 	By:
	 	TA Associates AP IV L.P., its General Partner	 	 
	 

	 	By:
	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael A.R. Wilson	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	TA/ATLANTIC AND PACIFIC V L.P.	 	 
	 

	 	By:
	 	TA Associates AP V L.P., its General Partner	 	 
	 

	 	By:
	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael A.R. Wilson	 	 
	 

	 	 	 	Its: Managing Director	 	 






Second Amendment to First Amended and Restated Investors Agreement




 









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above.



	 	 	 	 	 
	 	TA STRATEGIC PARTNERS FUND A L.P.

By: TA Associates SPF L.P., its General Partner

By: TA Associates, Inc., its General Partner

 	 
	 	By:  	/s/ Michael A.R. Wilson	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:   Managing Director 	 
	 



	 	 	 	 	 
	 	TA STRATEGIC PARTNERS FUND B L.P.

By: TA Associates SPF L.P., its General Partner

By: TA Associates, Inc., its General Partner

 	 
	 	By:  	/s/ Michael A.R. Wilson	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:                        Managing Director 	 
	 



	 	 	 	 	 
	 	TA INVESTORS II, L.P.

By: TA Associates, Inc., its General Partner

 	 
	 	By:  	/s/ Michael A.R. Wilson	 
	 	 	Name:  	Michael A.R. Wilson 	 
	 	 	Its:   Managing Director 	 
	 



Second Amendment to First Amended and Restated Investors Agreement





 









 





     IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first set forth
above.



	 	 	 
	 

	 	/s/ Ralph H. Clinard
	 

	 	 
	 

	 	Ralph H. Clinard, individually and in his
capacity as co-trustee of the Clinard Family
Trust for the benefit of Kristi Labis, the
Clinard Family Trust for the benefit of
Korrine Levine, the Clinard Family Trust for
the benefit of Andrea Bishop, and the Clinard
Family Trust for the benefit of Michael
Clinard
	 
	 	 
	 

	 	/s/ Laura Clinard
	 


	 

	 	 
	 

	 	Laura Clinard, individually and in her
capacity as co-trustee of the Ralph Clinard
Family Trust
	 
	 	 
	 


	 

	 	/s/ Michael H. Clinard
	 

	 	 
	 

	 	Michael H. Clinard, individually and in his
capacity as co-trustee of the Clinard Family
Trust for the benefit of Kristi Labis, the
Clinard Family Trust for the benefit of
Korrine Levine, the Clinard Family Trust for
the benefit of Andrea Bishop, the Clinard
Family Trust for the benefit of Michael
Clinard, and the Ralph Clinard Family Trust
	 
	 	 
	 


	 

	 	/s/ Jack M. Antonini
	 

	 	 
	 

	 	Jack M. Antonini






Second Amendment to First Amended and Restated Investors Agreement