Exhibit 10.6
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of May 26, 2015, is entered into by and among
CARDTRONICS, INC., a Delaware corporation (the "Borrower"), CARDTRONICS EUROPE
LIMITED, a company registered in England and Wales (the "European Borrower"),
each of the Guarantors party hereto (the "Guarantors"), each of the Lenders
party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders (the "Agent").
Preliminary Statement
WHEREAS, the Borrower, the Guarantors, the lenders party thereto (the "Lenders")
and the Agent entered into that certain Amended and Restated Credit Agreement
dated as of April 24, 2014
(as amended, the "Credit Agreement"), pursuant to
which the Lenders agreed to make available to the Borrower a revolving credit
facility; and
WHEREAS, the Borrower has requested that the Agent and the Lenders amend the
Credit Agreement in order to make available to the European Borrower a revolving
credit facility and the European Borrower desires to become a party to the
Credit Agreement as a borrower thereunder; and
WHEREAS, the Borrower has requested that the Agent and the Lenders agree to
amend certain other provisions of the Credit Agreement; and
WHEREAS, the Borrower has requested that Cardtronics Holdings, LLC ("Cardtronics
Holdings") be released from its liabilities and obligations under the Loan
Documents as a Guarantor of the Obligations of the Borrower and each Domestic
Subsidiary because it is a CFC Holding Company and as such is not required to be
a Guarantor of such Obligations; and
WHEREAS, the Agent and the Lenders party hereto are willing to do so subject to
the terms and conditions set forth herein, provided that the Borrower and
Guarantors ratify and confirm all of their respective obligations under the
Credit Agreement and the Loan Documents and the European Borrower agrees to
become a party to the Credit Agreement and agrees to the obligations thereunder
as a borrower;
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:
1.Defined Terms.
Unless otherwise defined herein, capitalized terms used herein
have the meanings assigned to them in the Credit Agreement.
2.Amendments to Credit Agreement.
(a)The Credit Agreement is hereby amended to read in its entirety as set forth
on Annex A attached hereto.
(b)Schedules 2.01, 6.01, 6.02 and 6.05 of the Credit Agreement are hereby
amended to read in their entirety as set forth on Schedules 2.01,
6.01,
6.02
and 6.05 attached hereto.
(c)The Exhibits to the Credit Agreement are hereby amended to read in their
entirety as set forth on the Exhibits attached hereto.
3.Amendments to Security Agreement.
(a)The Security Agreement is hereby amended to restate Annex 3 thereto to read
in its entirety as set forth on Annex 3 attached hereto.
(b)The Security Agreement is hereby amended to delete from Annexes 5 and 6
thereto the references to Cardtronics Holdings and all information