Exhibit 10.1
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated to be effective as of January 3, 2017 (the "Amendment
Effective Date"), is entered into by and among CARDTRONICS plc, an English
public limited company (the "Parent"), the other Obligors (as defined in the
Credit Agreement defined below) party hereto, the Lenders (as defined below)
party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the
Lenders (the "Agent").
PRELIMINARY STATEMENT
WHEREAS, the Parent, the other Obligors party thereto, the lenders party thereto
(the "Lenders") and the Agent are parties to that certain Amended and Restated
Credit Agreement dated as of April 24, 2014 (as amended, the "Credit
Agreement"); and
WHEREAS, the Parent has requested that the Agent and the Lenders amend
Section 2.19 of the Credit Agreement in order to permit the aggregate
Commitments to be increased to $600,000,000 and, in connection therewith, each
of JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and
Compass Bank (each an "Increasing Lender" and collectively, the "Increasing
Lenders") have agreed to increase their respective Commitments as set forth on
Schedule 2.01 attached hereto, subject to the terms and conditions set forth
herein, such that, after giving effect to this Amendment, the aggregate
Commitments shall equal $600,000,000; and
WHEREAS, the Agent and the Lenders party hereto are willing to agree to such
requests subject to the terms and conditions set forth herein, provided that the
Obligors ratify and confirm all of their respective obligations under the Credit
Agreement and the other Loan Documents;
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)
Section 2.19 of the Credit Agreement is
hereby amended to restate clause (ii) of the first sentence thereof in its
entire as follows:
"(ii) no extension of new Commitments or increase in existing Commitments, in
each case, pursuant to this paragraph may result in the aggregate Commitments
exceeding $600,000,000,"
(b)
Schedule 2.01 to the Credit Agreement is
hereby amended to read in its entirety as set forth on Schedule 2.01 attached
hereto.
3.
Conditions Precedent.
This Amendment
shall be effective as of the Amendment Effective Date upon satisfaction of the
following conditions precedent:
(a)
no Default or Event of Default shall exist;
(b)
the Agent shall have received counterparts
of this Amendment, duly executed by the Borrowers, the other Obligors party
hereto and the Majority Lenders (including each Increasing Lender);
(c)
the Agent shall have received a
certificate, dated as of the Amendment Effective Date and executed by a
Financial Officer, to the effect that the conditions set forth in paragraphs
(a), (b) and (d) of Section 4.02 of the Credit Agreement are satisfied (with all
references in such