SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Execution Version
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated to be effective as of May 29, 2020 (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 (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENT
WHEREAS, the Parent, the other Obligors party thereto, the lenders party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of November 19, 2018 (as amended, the “Credit Agreement”); and
WHEREAS, the Parent has now asked the Administrative Agent and the Lenders to amend certain provisions of the Credit Agreement;
WHEREAS, the Administrative Agent and the Lenders are willing to do so 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; and
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:
a.Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.
b.Amendments to Credit Agreement.
i.The Credit Agreement (exclusive of the Exhibits and Schedules thereto) is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.
ii.Schedule 1.01(c) to the Credit Agreement is hereby amended to read in its entirety as set forth on Schedule 1.01(c) attached hereto.
c.Conditions Precedent. This Amendment shall be effective as of the Amendment Effective Date upon satisfaction of the following conditions precedent:
1.no Default or Event of Default shall exist;
(i)the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the other Obligors party hereto and the Majority Lenders; and
(ii)the Administrative Agent shall have received (i) all fees required to be paid pursuant to that certain Fee Letter, dated as of the date hereof, by and between the Parent and the Administrative Agent and as otherwise agreed in writing and (ii) all other amounts due and payable on or prior to the date hereof (including the reasonable fees and expenses of legal counsel required to be paid pursuant to the Credit Agreement and for which invoices have been presented at least one Business Day prior to the Amendment Effective Date).
d.Ratification. Each Obligor hereby ratifies all of its Obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the other Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is any Obligor released from any covenant, warranty or obligation created by or contained herein or therein.
e.Representations and Warranties. Each Obligor hereby represents and warrants to the Lenders and the Administrative Agent that (a) this Amendment has been duly executed and delivered on behalf of such Obligor, (b) this Amendment constitutes a valid and legally binding agreement enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the other Loan Documents to which it is a party are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, except for such representations and warranties as are by their express terms limited to a specific date, in which case such representations and warranties were true and correct in all material respects as of such specific date; provided that, in either case, to the extent any such representation and warranty is qualified by Material Adverse Effect or materiality qualifier, such representation and warranty is true and correct in all respects, (d) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document or will result immediately upon giving effect to this Amendment, and (e) the execution, delivery and performance of this Amendment has been duly authorized by such Obligor.
f.Counterparts. This Amendment may be signed in any number of counterparts, which may be delivered in original, facsimile or electronic form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.
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g.Governing Law. This Amendment shall be construed in accordance with and governed by the Law of the State of New York without regard to any choice-of-law provisions that would require the application of the law of another jurisdiction.
h.Amendment is a Loan Document; References to the Credit Agreement. This Amendment is a Loan Document, as defined in the Credit Agreement. All references in the Credit Agreement to “this Agreement” mean the Credit Agreement as amended by this Amendment.
i.Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signature pages follow]
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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.
BORROWERS:
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
CARDTRONICS HOLDINGS LIMITED
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: Director
CATM EUROPE HOLDINGS LIMITED
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
CATM HOLDINGS LLC
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: President
CARDTRONICS USA, INC.
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: Treasurer
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
[Continued on following page]
CARDTRONICS UK LIMITED
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
CARDTRONICS AUSTRALASIA PTY LTD
in accordance with section 127 of the Corporations Xxx 0000 (Cth) by a director and secretary/director:
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Director
CARDTRONICS CANADA HOLDINGS INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice-President, North America, Accounting Operations
CARDPOINT GMBH
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
CREDIT FACILITY GUARANTORS:
CARDTRONICS, INC.
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: President
ATM NATIONAL, LLC
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: Treasurer
CATM NORTH AMERICA HOLDINGS LIMITED
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: Director
CATM AUSTRALASIA HOLDINGS LIMITED
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: Director
SUNWIN SERVICES GROUP (2010) LIMITED
By: /s/ Xxxxxx Xxxx Xxxx
Name: Xxxxxx Xxxx Xxxx
Title: Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
SPARK ATM SYSTEMS PROPRIETARY LIMITED
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
CFC GUARANTORS:
CARDTRONICS HOLDINGS, LLC
By: /s/ E. Xxxx Xxxxxx
Name: E. Xxxx Xxxxxx
Title: President
CARDPOINT LIMITED
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
CARDTRONICS CANADA LIMITED PARTNERSHIP
By: Cardtronics Canada Operations Inc., its General Partner
By: /s/ E. Xxxx Xxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice-President, North America,
Accounting Operations
CARDTRONICS CANADA ATM PROCESSING PARTNERSHIP
By: Cardtronics Canada Operations Inc., its Managing Partner
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice-President, North America, Accounting Operations
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
ADMINISTRATIVE AGENT AND LENDER:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Executive Director
X.X. XXXXXX EUROPE LIMITED
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxx Teftus
Name: Xxxxxxxx Teftus
Title:
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
BARCLAYS BANK PLC
By: /s/ Xxxxx Xxxxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxx Xxxxxxxx
Title: VP – Transaction Management
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
BBVA USA
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Executive Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
CAPITAL ONE, N.A.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
PNC BANK CANADA BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: SVP, Corporate Banking
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
CITIBANK, N.A.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Managing Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
BANK OF MONTREAL
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Managing Director
BANK OF MONTREAL, LONDON BRANCH
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: MD
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: MD
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Market Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Associate Director
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
XXXXXXX XXXXX LENDING PARTNERS LLC
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
LENDER:
HSBC BANK USA, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Signature Page to Second Amendment to Second Amended and Restated Credit Agreement
SCHEDULE 1.01(c)
NON-PRO RATA ALTERNATIVE CURRENCIES AND LENDERS
| Currency | Available for Swingline Loans and Letters of Credit? | Lenders That Have Agreed to Fund Revolving Loans in Said Currency | Allocation of each Lender in Said Currency | Applicable Percentage of Revolving Loans in Said Currency | ||||||||||
| Rand | Yes | JPMorgan Chase Bank, N.A.* Bank of America, N.A.* Barclays Bank plc* Xxxxx Fargo Bank, N.A.* BBVA USA Capital One, X.X. XXX Bank, National Association U.S. Bank National Association National Westminster Bank plc Goldman Sachs Lending Partners LLC HSBC Bank USA, N.A. | $85,000,000 $85,000,000 $85,000,000 $85,000,000 $70,000,000 $70,000,000 $70,000,000 $30,000,000 $30,000,000 $25,000,000 $25,000,000 | 12.88% 12.88% 12.88% 12.88% 10.61% 10.61% 10.61% 4.55% 4.55% 3.79% 3.79% | ||||||||||
* Issuing Lenders that have agreed to issue Letters of Credit in said currency.
Second Amendment to Second Amended and Restated Credit Agreement
Schedule 1.01(c)
