exv10w36



 





Exhibit 10.36




FIRST
AMENDMENT TO

FIRST AMENDED AND RESTATED INVESTORS AGREEMENT



     This First Amendment, dated as of May 17, 2005 (this “Amendment”), to the First Amended and
Restated Investors Agreement, dated February 10, 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 6.14 of the
Investors Agreement (the “Consenting Holders”).



RECITALS




     WHEREAS, in connection with the proposed acquisition by the Company, or one or more existing
or newly formed subsidiaries, of all of the capital stock of Bank Machine (Acquisitions) Limited, a
company incorporated in England and Wales (the “Acquisition”), the Company has agreed to cause
Ronald Delnevo, the proposed Chief Executive officer of the Company’s operations in the United
Kingdom, to be appointed to the Board of Directors of the Company so long as he serves in such
capacity; and



     WHEREAS, the Investors Agreement contains certain provisions governing the composition of the
Board of Directors, and such provisions requiring amending in order to create an additional Board
seat that can be filled by Mr. Delveno;



     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 2.1(a) of the Investors Agreement is hereby amended and restated in its entirety to
read as follows:




  
   “(a) Size. The Board shall consist of ten directors subject to any
reductions in size contemplated by the remaining provisions of this Section 2.1 and
increases in size required under the circumstances described in Section 5(e) of the
Series B Certificate of Designations (each, a “Director”).”



     2. The first sentence of Section 2.1(b) of the Investors Agreement is hereby amended and
restated in its entirety to read as follows:




 
    “The nominees to stand for election to serve as a Director shall be: (i) two
individuals designated by the CapStreet Investors (the “CapStreet Designees”); (ii)
two individuals designated by the TA Investors (without duplication of the two
Directors elected under Section 2(a) of the Series B Certificate of Designations)
plus the number of “Additional Directors” as such term is defined in, and under the
circumstances described in, Section 5(e) of the Series B



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 First Amendment to First Amended and Restated Investors Agreement




 









 






Certificate of Designations (the “TA Designees”); (iii) Ralph Clinard so long as his
Percentage Ownership (including, for purposes of calculating his Percentage
Ownership, any shares of Common Stock transferred by him to one or more of the
Persons described in clauses (c)(i) and (c)(ii) of the definition of Permitted
Transfer) equals or exceeds 10% (and, at any time Mr. Clinard’s Percentage Ownership
(calculated in the same manner) is less than 10%, unless the Nominating Committee
unanimously directs otherwise, the Company and the Securityholders shall take such
action as is necessary to remove Mr. Clinard from serving as a Director and to
reduce the size of the Board by one), (iv) the Chief Executive Officer of the
Company, (v) up to three Independent Directors designated by the Nominating
Committee in accordance with Section 2.6 and (vi) Ronald Delnevo, until the earlier
of (A) such time as he no longer serves as the Chief Executive Officer/Managing
Director of the Company’s subsidiary under which it conducts its operations in the
United Kingdom or (B) the consummation of the Company’s Initial Public Offering.”



     3. The effectiveness of this Amendment is subject to the consummation of the Acquisition.



     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.



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 First Amendment to First Amended and Restated Investors Agreement




 









 





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



	 	 	 	 	 
	 	CARDTRONICS, INC.

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



 First Amendment to First Amended and Restated Investors Agreement




 









 





     IN WITNESS WHEREOF, this Amendment has been executed and is effective 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 	 
	 	 	 	 
	 



 First Amendment to First Amended and Restated Investors Agreement






 









 





     IN WITNESS WHEREOF, this Amendment has been executed and is effective 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/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	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/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	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/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	Its:  Managing Director 	 
	 




 First Amendment to First Amended and Restated Investors Agreement



 









 





     IN WITNESS WHEREOF, this Amendment has been executed and is effective 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/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	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/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	Its: Managing Director 	 
	 
	 	TA INVESTORS II, L.P.
 	 
	 	 	 
	 	By:  	 TA Associates, Inc., 
its General Partner
 	 
	 	 	 
	 	By:  	/s/ Roger B. Kafker
 	 
	 	 	Name:  	Roger B. Kafker	 
	 	 	Its:  Managing Director 	 
	 



 First 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 	 
	 	 	 
	 	 	 
	 	                                                     /s/ Michael H. Clinard
 	 
	 	Michael H. Clinard 	 
	 	 	 
	 	 	 
	 	                                                     /s/ Jack M. Antonini
 	 
	 	Jack M. Antonini 	 



 First Amendment to First Amended and Restated Investors Agreement