Filed by Bowne Pure Compliance





Exhibit 10.1




AMENDMENT NO. 9 TO CREDIT AGREEMENT




AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of February 23, 2009 (this “Amendment”) among
(a) Cardtronics, Inc., a Delaware corporation (the “Borrower”), (b) ATM National, LLC, a Delaware
limited liability company, Cardtronics Holdings, LLC, a Delaware limited liability company,
Cardtronics USA, Inc., a Delaware corporation and Cardtronics GP, Inc., a Delaware corporation
(collectively, the “Guarantors”), (c) the Requisite Lenders party to the Credit Agreement referred
to below 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, Amendment No. 2 to Credit
Agreement, dated as of August 5, 2005, Amendment No. 3 to Credit Agreement, dated as of November
17, 2005, Amendment No. 4 to Credit Agreement, dated as of February 14, 2006, Amendment No. 5 to
Credit Agreement, dated as of September 29, 2006, Amendment No. 6 to Credit Agreement, dated as of
May 3, 2007, Amendment No. 7 to Credit Agreement, dated as of July 18, 2007 and Amendment No. 8 to
Credit Agreement, dated as of March 19, 2008 (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 the Credit Agreement as provided herein;
and



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



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 2 below, the Credit Agreement is hereby amended as
follows:



(a) Section 3.01(a) of the Credit Agreement is amended by deleting the figure “$10,000,000”
and inserting in its place the figure “$15,000,000”.



(b) Section 8.05(i) of the Credit Agreement is amended by deleting the figure “$10,000,000”
and inserting in its place the figure “$20,000,000”.


 


 









 





(c) Section 8.05 of the Credit Agreement is amended by deleting the figure “$25,000,000” in
the last proviso of such Section and inserting in its place the figure “$35,000,000”.



(d) Section 8.07 of the Credit Agreement is amended by inserting before the period at the end
thereof the following: “, and (iii) the Borrower may make cash purchases of its common stock;
provided that the aggregate amount of the consideration paid by the Borrower for all such
purchases shall not exceed $10,000,000”.




(e) Section 8.13 of the Credit Agreement is amended and restated in full to read as follows:



“(a) The Loan Parties will not permit any Capital Expenditures (other than Permitted
Acquisitions) to be, in the aggregate in excess of the amounts set forth below during any Test
Period ending on any date set forth below (“Scheduled Capital Expenditures”):



	 	 	 	 	 
	Test Period Ending:	 	Amounts:	 
	 
	March 31, 2009
	 	$	80,000,000	 
	June 30, 2009
	 	$	70,000,000	 
	September 30, 2009
	 	$	60,000,000	 
	December 31, 2009
	 	$	50,000,000	 
	March 31, 2010
	 	$	55,000,000	 
	June 30, 2010
	 	$	60,000,000	 
	September 30, 2010
	 	$	65,000,000	 
	December 31, 2010
	 	$	70,000,000	 
	March 31, 2011 and each fiscal
quarter-end thereafter
	 	$	90,000,000	 






(b) Beginning with the Test Period ending March 31, 2011, to the extent any amount of
Scheduled Capital Expenditures is not used during any prior Test Period, fifty percent (50%) of
such unexpended amount may be carried forward and expended during the next Test Period (but not any
other Test Period); provided, however, that in each such circumstance where an unexpended amount
has been carried forward to the next Test Period, for the purpose of determining what amount of
Scheduled Capital Expenditures are not used during such new Test Period (and therefore are
available for the 50% carry forward to the subsequent Test Period) the Capital Expenditures (other
than Permitted Acquisitions) actually made during such new twelve month period shall be deemed to
first apply to the amount of Scheduled Capital Expenditures for such Test Period and then to the
carry forward amount.”



SECTION 2. Conditions of Effectiveness of Amendment. The amendments to the Credit
Agreement set forth in Section 1 shall become effective on the date (the “Effective Date”) when (a)
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) each of 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, and (b) the Borrower shall have
paid to the Administrative Agent, for the account of the applicable Lenders, any Amendment Fees
payable under Section 3 below.


 


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SECTION 3. Fees. On or before the Effective Date, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender that executes and delivers to the
Administrative Agent a counterpart of this Amendment on before 5:00 p.m., New York City time, on
February 23, 2009, an amendment fee (the “Amendment Fee”) in an amount equal to 0.25% of the amount
of each such Lender’s Revolving Credit Commitment immediately prior to the Effective Date.



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.




(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.


 


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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.


 


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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



ATM NATIONAL, LLC

 	 
	 	By:  	/s/ J. Chris Brewster
 	 
	 	 	Name:  	J. Chris Brewster 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CARDTRONICS USA, INC.

 	 
	 	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 	 
	 
	 	CARTRONICS HOLDINGS, LLC

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








 


 









 










	 	 	 	 	 
	 	BNP PARIBAS, as Administrative Agent

 	 
	 	By:  	/s/ Sean Davenport
 	 
	 	 	Name:  	Sean Davenport 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                              /s/ Matthew R. Wyatt
 	 
	 	 	Name:  	Matthew R. Wyatt 	 
	 	 	Title:  	Director 	 



 


 









 





	 	 	 	 	 
	 	Lenders:



BNP PARIBAS, as Lender

 	 
	 	By:  	/s/ Sean Davenport
 	 
	 	 	Name:  	Sean Davenport 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                              /s/ Matthew R. Wyatt
 	 
	 	 	Name:  	Matthew R. Wyatt 	 
	 	 	Title:  	Director 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



Bank of America, N.A.

 	 
	 	By:  	/s/ Gary L. Mingle
 	 
	 	 	Name:  	Gary L. Mingle 	 
	 	 	Title:  	Senior Vice-President 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



JPMorgan Chase Bank, N.A.

 	 
	 	By:  	/s/ Erin Robbins
 	 
	 	 	Name:  	Erin Robbins 	 
	 	 	Title:  	Vice President 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



Wells Fargo Bank, N.A.

 	 
	 	By:  	/s/ John Kallina
 	 
	 	 	Name:  	John Kallina 	 
	 	 	Title:  	Vice President 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



General Electric Capital Corporation

 	 
	 	By:  	/s/ Jeffrey Skinner
 	 
	 	 	Name:  	Jeffrey Skinner 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



Amegy Bank National Association

 	 
	 	By:  	/s/ David C. Moriniere
 	 
	 	 	Name:  	David C. Moriniere 	 
	 	 	Title:  	Senior Vice President 	 
	 








 


 









 










	 	 	 	 	 
	 	Lenders:



Allied Irish Banks, plc

 	 
	 	By:  	/s/ Gregory Wiske
 	 
	 	 	Name:  	Gregory Wiske 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	                                              /s/ Des Brennan
 	 
	 	 	Name:  	Des Brennan 	 
	 	 	Title:  	Assistant Vice President 	 
	 



 


 









 





	 	 	 	 	 
	 	Lenders:



Compass Bank

 	 
	 	By:  	/s/ Payton Swope
 	 
	 	 	Name:  	Payton Swope 	 
	 	 	Title:  	Vice President