Cardtronics Inc.
Annual Report 2017

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MarkOne) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from____ to____ Commission file number: 001-37820 Cardtronics plc(Exact name of registrant as specified in its charter)England and Wales 98-1304627 (State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 3250 Briarpark Drive, Suite 400 77042 Houston, Texas (Zip Code)(Address of principal executive offices) Registrant’s telephone number, including area code: (832) 308-4000 Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredOrdinary Shares, nominal value $0.01 per shareThe NASDAQ Stock Market LLC Securities registered pursuant to section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ☑ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter periodthat the registrant was required to submit and post such files). Yes ☑ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and"emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company)Smaller reporting company ☐ Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑Aggregate market value of common shares held by non-affiliates as June 30, 2017, the last business day of the registrant’s most recentlycompleted second fiscal quarter, based on the reported last sale price of common shares on that date: $1,516,381,416.Number of shares outstanding as of February 26, 2018: 45,897,125 Ordinary Shares, nominal value $0.01 per share.DOCUMENTS INCORPORATED BY REFERENCEPortions of our definitive proxy statement for the 2018 Annual Meeting of Shareholders, which will be filed with the Securities and ExchangeCommission within 120 days of December 31, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of ContentsCARDTRONICS PLC TABLE OF CONTENTS PageCautionary Statement Regarding Forward-Looking Statements 2PART I 4Item 1. Business 4Item 1A. Risk Factors 15Item 1B. Unresolved Staff Comments 38Item 2. Properties 38Item 3. Legal Proceedings 39Item 4. Mine Safety Disclosures 39PART II 40Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 40Item 6. Selected Financial Data 42Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43Item 7A. Quantitative and Qualitative Disclosures About Market Risk 77Item 8. Financial Statements and Supplementary Data 82Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 144Item 9A. Controls and Procedures 144Item 9B. Other Information 145PART III 146Item 10. Directors, Executive Officers and Corporate Governance 146Item 11. Executive Compensation 146Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146Item 13. Certain Relationships and Related Transactions, and Director Independence 146Item 14. Principal Accounting Fees and Services 146PART IV 147Item 15. Exhibits and Financial Statement Schedules 147Item 16. Form 10-K Summary 147Signatures 153 When we refer to “us,” “we,” “our,” “ours,” “the Company,” or “Cardtronics,” we are describing Cardtronics plc and/or oursubsidiaries, unless the context indicates otherwise. Table of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “2017 Form 10-K”) contains certain forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harborprovisions thereof. Forward-looking statements can be identified by words such as “project,” “believe,” “estimate,” “expect,”“future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that areintended to identify forward-looking statements, which are generally not historical in nature. These forward-lookingstatements are based on management’s current expectations and beliefs concerning future developments and their potentialeffect on the Company. While management believes that these forward-looking statements are reasonable as and when made,there can be no assurance that future developments affecting the Company will be those that are anticipated. All commentsconcerning the Company’s expectations for future revenues and operating results are based on its estimates for its existingoperations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statementsinvolve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actualresults to differ materially from its historical experience and present expectations or projections. Known material factors thatcould cause actual results to differ materially from those in the forward-looking statements include: ·the Company’s financial outlook and the financial outlook of the automated teller machines and multi-functionfinancial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates nearhistorical patterns;·the Company’s ability to respond to recent and future network and regulatory changes;·the Company’s ability to renew its existing merchant relationships on comparable economic terms and add newmerchants;·the Company’s ability to pursue, complete, and successfully integrate acquisitions;·changes in interest rates and foreign currency rates;·the Company’s ability to successfully manage its existing international operations and to continue to expandinternationally;·the Company’s ability to manage concentration risks with key customers, merchants, vendors, and service providers;·the Company’s ability to prevent thefts of cash and maintain adequate insurance;·the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent databreaches;·the Company’s ability to respond to potential reductions in the amount of net interchange fees that it receives fromglobal and regional debit networks for transactions conducted on its ATMs due to pricing changes implemented bythose networks as well as changes in how issuers route their ATM transactions over those networks, includingrecently proposed changes to the LINK interchange rate in the U.K.;·the Company’s ability to provide new ATM solutions to retailers and financial institutions including placingadditional banks’ brands on ATMs currently deployed;·the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers andits ability to continue to secure vault cash rental agreements in the future on reasonable economic terms;·the Company’s ability to manage the risks associated with its third-party service providers failing to perform theircontractual obligations;·the Company’s ability to renew its existing third party service provider relationships on comparable economicterms;·the Company’s ability to successfully implement and evolve its corporate strategy;·the Company’s ability to compete successfully with new and existing competitors;·the Company’s ability to meet the service levels required by its service level agreements with its customers;·the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transport business;·the impact of changes in laws, including tax laws, that could adversely affect the Company’s business andprofitability;·the impact of, or uncertainty related to, the U.K.’s planned exit from the European Union, including any materialadverse effect on the tax, tax treaty, currency, operational, legal, and regulatory regime and macro-economicenvironment to which it will be subject to as a U.K. company;2 Table of Contents·the Company’s ability to react to recent market changes in Australia as a result of recent actions by major banks thatmay result in lower transaction volumes at the Company’s ATMs; and·the Company’s ability to retain its key employees and maintain good relations with its employees. For additional information regarding known material factors that could cause the Company’s actual results to differ fromits projected results, see Part I. Item 1A. Risk Factors in this 2017 Form 10-K. Readers are cautioned not to place unduereliance on forward-looking statements contained in this document, which speak only as of the date of this 2017 Form 10-K.Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise. 3 Table of Contents PART I ITEM 1. BUSINESS Overview Cardtronics plc provides convenient automated consumer financial services through its network of automated tellermachines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2017, wewere the world’s largest ATM owner/operator, providing services to over 230,000 ATMs. During 2017, 64.4% of our revenues were derived from our operations in North America (including our ATM operationsin the U.S., Canada, and Mexico), 26.8% of our revenues were derived from our operations in Europe and Africa (includingour ATM operations in the U.K., Ireland, Germany, Spain, South Africa and the recently exited operations in Poland whichaccounted for less than 1% of total revenues), and 8.8% of our revenues were derived from our operations in Australia andNew Zealand. Included in our network as of December 31, 2017, were approximately 134,000 ATMs to which we providedprocessing only services or various forms of managed services solutions. Under a managed services arrangement, retailers,financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated withoperating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per serviceprovided. Through our network, we deliver financial related services to cardholders and provide ATM management and ATMequipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators offacilities such as shopping malls, airports, and train stations. In doing so, we provide our retail partners with a compellingautomated financial services solution that helps attract and retain customers, and in turn, increases the likelihood that ourATMs will be utilized. We also own and operate electronic funds transfer (“EFT”) transaction processing platforms thatprovide transaction processing services to our network of ATMs, as well as to other ATMs under managed servicesarrangements. Additionally, in Canada, through our acquisition of DirectCash Payments Inc. (“DCPayments”), we alsoprovide processing services for issuers of debit cards. We generally operate ATMs under three arrangement types with our retail partners: Company-owned ATM placements,merchant-owned ATM placements, and managed services (which includes transaction processing services). Under Company-owned arrangements, we provide the physical ATM and are typically responsible for all aspects of the ATM’s operations,including transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine andtechnical maintenance. Under merchant-owned arrangements, the retail merchant or an independent distributor owns theATM and is usually responsible for providing cash and performing simple maintenance tasks, while we provide morecomplex maintenance services, transaction processing, and connection to the EFT networks. We also offer various forms ofmanaged services, depending on the needs of our customers. Each managed service arrangement is a customized ATMmanagement solution that can include any combination of the following services: monitoring, maintenance, cashmanagement, cash delivery, customer service, transaction processing, and other services. As of December 31, 2017, 35.3% ofour ATMs operated were Company-owned and 64.7% of our ATMs were merchant-owned or operated under a managedservices solution. Each of the arrangement types described above are attractive to us, and we plan to continue growing ourrevenues under each arrangement type. In addition to our retail merchant relationships, we also partner with leading financial institutions to brand selectedATMs within our network, including BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”), CitizensFinancial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNC Bank, N.A.(“PNC Bank”), Santander Bank, N.A. (“Santander”), and TD Bank, N.A. (“TD Bank”) in the U.S.; the Bank of Nova Scotia(“Scotiabank”), TD Bank, Canadian Imperial Bank Commerce (“CIBC”), and DirectCash Bank in Canada; and Bank ofQueensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in Australia. In Mexico, we partner with Scotiabank toplace their brands on our ATMs in exchange for certain services provided by them. As of December 31, 2017, approximately20,000 of our ATMs were under contract with approximately 500 financial institutions to place their logos on the ATMs, andto provide convenient surcharge-free access for their banking customers. 4 Table of ContentsWe also own and operate the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on thenumber of participating ATMs). Allpoint, with approximately 55,000 participating ATMs, provides surcharge-free ATMaccess to over 1,000 participating banks, credit unions, and stored-value debit card issuers. For participants, Allpointprovides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. In exchange,Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by participants. TheAllpoint network includes a majority of our Company-owned ATMs in the U.S., a portion of our Company-owned ATMs inthe U.K., Canada, Puerto Rico, and Mexico as well as certain ATMs in Australia. Allpoint also works with financialinstitutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies,including general purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuingfinancial institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users ofthose cards surcharge-free access to Allpoint’s participating ATM network. Our revenues are generally recurring in nature, and historically have been derived largely from convenience transactionfees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by thecardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable EFTnetwork that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include:(i) fees for branding our ATMs with the logos of financial institutions and providing financial institution cardholders withsurcharge free access, (ii) revenues earned by providing managed services (including transaction processing services)solutions to retailers and financial institutions, (iii) fees from financial institutions that participate in our Allpoint surcharge-free network, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currencyconversion, and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services. Organizational and Operational History We were formed as a Texas corporation in 1993 and originally operated under the name of Cardpro, Inc. In June 2001,Cardtronics Group, Inc. was incorporated under the laws of the state of Delaware and became the parent company for theexisting business. In January 2004, Cardtronics Group, Inc. changed its name to Cardtronics, Inc. (“Cardtronics Delaware”).In December 2007, we completed an initial public offering of 12,000,000 common shares. In July 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changedfrom Delaware to the U.K., whereby Cardtronics plc, a public limited company organized under English law (“Cardtronicsplc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion ofthe merger between Cardtronics Delaware and one of its subsidiaries (the “Merger”). The Merger was completed pursuant tothe Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved by Cardtronics Delaware’sshareholders on June 28, 2016 (collectively, the “Redomicile Transaction”). Pursuant to the Redomicile Transaction, eachissued and outstanding common share of Cardtronics Delaware held immediately prior to the Merger was effectivelyconverted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc (collectively, “commonshares”). Upon completion, the common shares were listed and began trading on The NASDAQ Stock Market LLC under thesymbol “CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded. TheRedomicile Transaction was accounted for as an internal reorganization of entities under common control, and therefore,Cardtronics Delaware’s assets and liabilities have been accounted for at their historical cost basis and not revalued in thetransaction. A large portion of our growth throughout our operating history has been driven by acquisitions as we have expanded ouroperations in the U.S. and into several other new geographic markets in North America and Europe. Our largest markets arecurrently the U.S. and the U.K. On January 6, 2017, we completed the acquisition of DirectCash Payments Inc.(“DCPayments”), a publicly listed (Toronto Stock Exchange), leading operator of approximately 25,000 ATMs with primaryoperations in Canada, Australia, New Zealand, the U.K., and Mexico. On January 31, 2017, we completed the acquisition ofSpark ATM Systems (“Spark”), an independent ATM deployer in South Africa, with a growing network of approximately2,300 ATMs as of the date of acquisition. From 2001 to 2017, the total number of annual transactions processed within our network of ATMs increased fromapproximately 19.9 million to approximately 2.6 billion.5 Table of Contents Additional Company Information General information about us can be found on our website at http://www.cardtronics.com. We file annual, quarterly, andcurrent reports as well as other information electronically with the Securities Exchange Commission (“SEC”) under theExchange Act. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and anyamendments to those reports are available free of charge on our website as soon as reasonably practicable after the reports arefiled or furnished electronically with the SEC. You may read and copy any materials that we file with the SEC at the SEC’sPublic Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of thePublic Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxyand information statements, and other information regarding issuers that file electronically with the SEC athttp://www.sec.gov. You may also request an electronic or paper copy of our SEC filings at no cost by writing or telephoningus at the following: Cardtronics plc, Attention: Chief Financial Officer, 3250 Briarpark Drive, Suite 400, Houston, Texas77042; (832) 308-4000. Information on our website is not incorporated into this 2017 Form 10-K or our other securitiesfilings. Our Strategy Our strategy is to leverage the expertise and scale we have built in our largest markets and to continue to expand in thosemarkets. Additionally, we seek to grow in our other markets and expand into new international markets over time in order toenhance our position as a leading global provider of automated consumer financial services. We plan to drive additionaltransactions at our existing ATMs by making them increasingly attractive to banks and their customers to use. We also planto continue partnering with leading financial institutions and retailers to expand our network of conveniently located ATMs.We also intend to expand our capabilities and service offerings to financial institutions, particularly in the U.S., the U.K.,Canada, and Australia where we have established businesses and where we are seeing increasing demand from financialinstitutions for outsourcing of ATM-related services, including, in some cases, management of in-branch ATMs. Additionaldemand for our products and services in these markets is being driven by banks reducing the number of physical branchesthey operate and bank initiatives to lower their operating and capital costs. Additionally, we seek to deploy additionalproducts and services that will further incentivize consumers to utilize our network of ATMs. In the future, we may seek todiversify our revenues beyond services provided by our ATMs. In order to execute our strategy, we endeavor to: Increase our number of deployed ATMs with existing and new merchant relationships. Certain of our retail customerscontinue to expand the number of active store locations they operate, either through acquisitions or through new storeopenings, thus providing us with additional ATM deployment opportunities. Additionally, we seek opportunities to deployATMs with new retailers, including retailers that currently do not have ATMs, as well as those that have existing ATMprograms, but that are looking for a new ATM provider. We believe our expertise, broad geographic footprint, strong recordof customer service, and significant scale positions us to successfully market to and enter into long-term contracts withadditional leading merchants. Expand our relationships with leading financial institutions. Through our merchant relationships as well as our diverseproduct and service offerings, we believe we can provide our existing financial institution customers with convenientsolutions to fulfill their growing ATM and automated consumer financial services requirements. Further, we believe we canleverage our product offerings to attract additional financial institutions as customers. Services currently offered to financialinstitutions include branding our ATMs with their logos, on-screen advertising and content management, providing imageremote deposit capture, providing surcharge-free access to their cardholders, and providing managed services for their ATMportfolios. Our EFT transaction processing platforms enable us to provide customized control over the content of theinformation appearing on the screens of our ATMs and ATMs we process for financial institutions, which increases the typesof products and services we are able to offer to financial institutions. We also plan to continue growing the number of ATMsand financial institutions participating in our Allpoint network, which drives higher transaction counts and profitability onour existing ATMs and increases our value to the retailers where our ATMs are located through increased foot traffic at theirstores. As discussed above, we are seeing increasing demand from financial institutions for outsourcing of ATM-relatedservices, as recent industry trends have caused banks to want to reduce their physical footprints and transform their existingbranches to focus less on human tellers and increasingly utilize automation,6 Table of Contentsthrough ATMs and other digital channels, for serving their customers. While outsourcing of ATM-related services forfinancial institutions is not a significant driver of our revenues today, we believe we currently possess the capabilities todeliver value to financial institutions and plan to dedicate additional resources to drive growth in this area. Work with non-traditional financial institutions and card issuers to further leverage our extensive ATM network. Webelieve there are opportunities to develop or expand relationships with non-traditional financial institutions and card issuers,such as reloadable stored-value debit card issuers and alternative payment networks, which are seeking an extensive andconvenient ATM network to complement their card offerings and electronic-based accounts. Additionally, we believe thatmany of the stored-value debit card issuers in the U.S. can benefit by providing their cardholders with access to our ATMnetwork on a discounted or fee-free basis. For example, through our Allpoint network, we have sold access to our ATMnetwork to issuers of stored-value debit cards to provide their cardholders with convenient, surcharge-free access to cash. Increase transaction levels at our existing locations. We believe there are opportunities to increase the number oftransactions that are occurring today at our existing ATM locations. On average, only a small fraction of the individuals thatenter our retail customers’ locations utilize our ATMs. In addition to our existing initiatives that tend to drive additionaltransaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing todevelop new initiatives to drive incremental transactions to our existing ATM locations. We also operate and continue todevelop programs to steer cardholders of our existing financial institution partners and members of our Allpoint network tovisit our ATMs in convenient retail locations. These programs may include incentives to cardholders such as coupons andrewards that influence customers to visit our ATMs within our existing retail footprint. While we are in various stages ofdeveloping and implementing many of these programs, we believe that these programs, when properly structured, can benefitmultiple constituents (i.e., retailers, financial institutions, and cardholders) in addition to driving increased transactionvolumes to our ATMs. Develop and provide additional services at our existing ATMs. The majority of our ATMs in service currently offer onlycash dispensing and other simple transactions such as balance inquiries. We believe that there are opportunities to offeradditional automated consumer financial services at our ATMs, such as cash and check deposit, and other products whichcould provide a compelling and cost-effective solution for financial institutions and stored-value debit card issuers lookingto provide convenient and broader financial services to their customers at well-known retail locations. We also allowadvertisers to place their messages on our ATMs equipped with on-screen advertising software in the U.S., Canada, and theU.K. Offering additional services at our ATMs, such as advertising, allows us to create new revenue streams from assets thathave already been deployed, in addition to providing value to our customers through beneficial offers and convenientservices. We plan to develop additional products and services that can be delivered through our existing ATM network. Pursue additional managed services opportunities. Over the last several years, we expanded the number of ATMs thatare operated under managed services arrangements. Under these arrangements, retailers and financial institutions generallypay us a fixed management fee per ATM and/or a fixed fee per transaction in exchange for handling some or all of theoperational aspects associated with operating and maintaining their own ATMs. Surcharge and interchange fees under thesearrangements are generally earned by the retailer or the financial institution rather than by us. As a result, in this arrangementtype, our revenues are partially protected from fluctuations in transaction levels of these ATMs and changes in networkinterchange rates. We plan to continue pursuing additional managed services opportunities with leading merchants andfinancial institutions in the markets in which we operate. For additional information related to items that may impact our strategy, see Part II. Item 7. Management’s Discussionand Analysis of Financial Condition and Results of Operations - Developing Trends and Recent Events. Our Products and Services Under our Company-owned arrangement type, we typically provide all of the services required to operate ATMs, whichinclude monitoring, maintenance, cash management, customer service, and transaction processing. We believe our merchantand financial institution customers value our high level of service, industry expertise, and established operating history. Inconnection with the operation of our ATMs under our traditional ATM services model, we earn revenue on a7 Table of Contentsper transaction basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and frominterchange fees charged to cardholders’ financial institutions for processing the transactions conducted on our ATMs. Asfurther described below, we also earn revenues on these ATMs based on our relationships with certain financial institutionsand from our Allpoint network. Under our merchant-owned arrangement type, we typically provide transaction processing services, certain customersupport functions, and settlement services. We generally earn interchange revenue on a per transaction basis in thisarrangement. In some cases, the surcharge is earned completely by the merchant, in which case our revenues are derivedsolely from interchange revenues. In other arrangements, we also share a portion of the surcharge revenues. For ATMs under managed services arrangements (including transaction processing arrangements), we typically receive afixed monthly management fee and/or fixed fee per transaction in return for providing the agreed-upon service or suite ofservices. We do not generally receive surcharge and interchange fees in these arrangements, but rather those amounts areearned by our customer. We also earn revenues from other services at our ATMs, such as dynamic currency conversion fees, on-screenadvertising, and other transaction-based fees, across our various arrangement types. The following table summarizes the number of ATMs under our various arrangement types as of December 31, 2017: ATM Operations Company -Owned Merchant -Owned Subtotal ManagedServices andProcessing TotalNumber of ATMs at period end 81,542 14,997 96,539 134,156 230,695 Percentage 35.3% 6.5% 41.8% 58.2% 100.0% We have found that the primary factor affecting transaction volumes at a given ATM is its location. Therefore, ourstrategy in deploying ATMs, particularly those placed under Company-owned arrangements, is to identify and deploy ATMsat locations that provide high visibility and high retail transaction volume. Our experience has demonstrated that thefollowing locations often meet these criteria: convenience stores, gas stations, grocery stores, drug stores, transportation hubs(e.g., airports and train stations), and other major regional and national retail outlets. We have entered into multi-yearagreements with many well-known merchants, including Bi-Lo Holdings, LLC, Coles Supermarket Australia Pty Ltd., CSTBrands a division of Alimentation Couche-Tard (“Corner Store”), Cumberland Farms, Inc., CVS Caremark Corporation(“CVS”), HEB Grocery Company, L.P., The Kroger Co., The Pantry, Inc. (“Pantry”), Rite Aid Corporation, Safeway, Inc.,Speedway LLC (“Speedway”), Sunoco, Inc., Target Corporation, and Walgreens Boots Alliance, Inc. (“Walgreens”) in theU.S.; Bank of Ireland Group, BP p.l.c., BT Group plc, Co-operative Food (“Co-op Food”), Martin McColl Ltd., Network RailInfrastructure Limited, Royal Dutch Shell plc, Southern Railway Ltd., Tates Ltd., Waitrose Ltd., and Welcome BreakHoldings Ltd. in the U.K.; Cadena Comercial OXXO S.A. de C.V. in Mexico; and 7-Eleven, Inc. (“7-Eleven”) in Canada andAustralia. We generally operate our ATMs under multi-year contracts that provide a recurring and stable source of revenue andtypically have an initial term of five to seven years. For the year ended December 31, 2017, our contracts with our top fivemerchant customers (7-Eleven, Walgreens, CVS, Co-op Food (in the U.K.), and Speedway) accounted for approximately30.9% of our total revenues, inclusive of our 7-Eleven relationship in the U.S. which accounted for 12.5% of our totalrevenues. Excluding 7-Eleven in the U.S., which we expect to account for less than 1% of our total revenues in 2018, the nexttop four contracts accounted for approximately 18.4% of our total revenues during the year ended December 31, 2017, andhad a weighted average remaining life of approximately 3.8 years. As further discussed in Item 7. Management’s Discussionand Analysis of Financial Condition and Results of Operations - Developing Trends and Recent Events, we began to removeour ATMs from 7-Eleven U.S. locations during 2017, and all of our ATMs at 7-Eleven U.S. locations are expected to beremoved during the first few months of 2018. As a result, our revenues are expected to decline in 2018 from what we reportedin 2017. For additional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - Wederive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration,termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top8 Table of Contentsmerchants were to cease doing business with us, or substantially reduce its dealings with us, could cause our revenues todecline significantly and our business, financial condition and results of operations could be adversely impacted. Additionally, we enter into arrangements with financial institutions to brand selected Company-owned ATMs with theirlogos. These bank-branding arrangements allow a financial institution to expand its geographic presence for less than thecost of building a branch location or placing one of its own ATMs at that location and rapidly increase its number of bank-branded ATM sites and improve its competitive position. Under these arrangements, the financial institution’s customershave access to use the bank-branded ATMs without paying a surcharge fee to us. In return, we receive a fixed managementfee per ATM from the financial institution, while retaining our standard fee schedule for other cardholders using the bank-branded ATMs. In addition, our bank-branded ATMs typically earn higher interchange revenue as a result of the increasedusage of our ATMs by the branding financial institution’s customers and others who prefer to use a bank-branded ATM. Insome instances, we have branded an ATM with more than one financial institution. We intend to continue pursuingadditional bank-branding arrangements as part of our growth strategy. In addition to our bank-branding arrangements, we offer financial institutions another type of surcharge-free solution totheir cardholders through our Allpoint surcharge-free ATM network. Under the Allpoint network, participating financialinstitutions pay us either a fixed monthly fee per cardholder or a fixed fee per transaction in exchange for us providing theircardholders with surcharge-free ATM access to approximately 55,000 participating ATMs in our Allpoint network, whichincludes ATMs throughout the U.S., the U.K., Canada, Australia, Puerto Rico, and Mexico. We believe our Allpoint networkoffers an attractive alternative for financial institutions that lack their own extensive and convenient ATM network,including the issuers of stored-value debit cards. For additional information related to the amount of revenue contributed by our various service offerings, see Part II. Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Components of Revenues,Costs of Revenues, and Expenses - Revenues. Segment and Geographic Information As of December 31, 2017, we operate in three segments: North America, Europe & Africa, and Australia & New Zealand.Our North America segment includes ATM operations in all 50 states in the U.S., Puerto Rico, Canada, and Mexico, andaccounted for 64.4% of our total revenues for the year ended December 31, 2017. Our Europe & Africa segment includes ourATM operations in the U.K., Ireland, Germany, Poland, Spain, and South Africa, and accounted for 26.8% of our totalrevenues for the year ended December 31, 2017. Our Australia & New Zealand segment includes Australia and New Zealandand accounted for 8.8% of our total revenues for the year ended December 31, 2017. While each of the reporting segmentsprovides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires differentmarketing and business strategies. As the integration of DCPayments (acquired in January 2017) progressed throughout the second quarter of 2017, theCompany separated the DCPayments operations into their respective geographical components, including them within theCompany’s geographical segments and reorganized its segments into North America, Europe & Africa, and Australia & NewZealand. The North America segment includes the Company’s transaction processing operations, which service its internalATM operations, along with external customers. The transaction processing operations were previously reported in theCompany’s Corporate & Other segment. Segment information presented for prior periods has been revised to reflect thechanges in the Company’s segments. For financial information including revenues, earnings, and total assets of our reporting segments, see Part II.Item 8. Financial Statements and Supplementary Data, Note 20. Segment Information. For additional information related tothe risks associated with our international operations, see Item 1A. Risk Factors - We operate in many sovereign jurisdictionsacross the globe and expect to continue to grow our business in new regions. Operating in different countries involvesspecial risks and our geographic expansion may not be successful, which would result in a reduction of our gross and netprofits. 9 Table of ContentsSales and Marketing In the U.S., our sales and marketing teams are organized by customer type across retail and financial industries. We haveteams focused on developing new relationships with national, regional, and local merchants as well as building andmaintaining relationships with our existing merchants and ATM distributors. In addition, we have sales and marketing teamsfocused on developing and managing our bank-branding and Allpoint relationships with financial institutions and stored-value debit card issuers, as we look to expand the types of services that we offer to such institutions. Our sales and marketingteams also focus on identifying potential managed services opportunities with financial institutions and retailers alike.Additionally, we maintain sales teams in each of the other geographic markets in which we currently operate. In addition to targeting new business opportunities, our sales and marketing teams support our customer retention andgrowth initiatives by building and maintaining relationships with our established and recently-acquired merchants. We seekto identify growth opportunities within merchant accounts by analyzing ATM cardholder patterns. We also analyze foottraffic and various demographic data to determine the best opportunities for new ATM placements, as well as the potentialdrivers for increasing same-store ATM transactions that will positively impact merchant store sales. Employees who focus onsales are typically compensated with a combination of incentive-based compensation and base salary. Technology and Operations Our technology and operations platforms consist of ATMs, central transaction processing systems, network infrastructurecomponents (including hardware, software, and telecommunication circuits used to provide real-time ATM monitoring,software distribution, and transaction processing services), cash management and forecasting software tools, customerservice, and ATM management infrastructure. Equipment. We purchase our ATMs from global manufacturers, including, but not limited to, NCR Corporation (“NCR”),Nautilus Hyosung, Inc. (“Hyosung”), Diebold Incorporated (“Diebold”), Triton Systems (“Triton”), and Chungho ComNet(“Chungho”) and place them in our customers’ locations. The wide range of advanced technology available from these ATMmanufacturers provides our customers with advanced features and reliability through sophisticated diagnostics and self-testing routines. Transaction processing. We place significant emphasis on providing quality service with a high level of security andminimal interruption. We have carefully selected support vendors and systems, as well as developed internal professionalstaff to optimize the performance of our network. Since 2006, we have operated our own EFT transaction processingplatforms, which were further expanded with our acquisition of Columbus Data Services, L.L.C. (“CDS”) in 2015. EFTtransaction processing enables us to process and monitor transactions on our ATMs and to control the flow and content ofinformation appearing on the screens of such ATMs. We have also implemented new products and services such as foreigncurrency exchange services, such as dynamic currency conversion, and have introduced targeted marketing campaignsthrough on-screen advertising. Internal systems. Our internal systems, including our EFT transaction processing platforms, include multiple layers ofsecurity to help protect the systems from unauthorized access. We use hardware- and software- based security features toprevent and report unauthorized access attempts to our systems. We employ user authentication and security measures atmultiple levels. These systems are protected by detailed security rules to only allow appropriate access to information basedon the employee’s job responsibilities. Changes to systems are controlled by policies and procedures, with automaticprevention and reporting controls that are placed within our processes. Our real-time connections to the various financialinstitutions’ authorization systems that allow withdrawals, balance inquiries, transfers, and advanced functionalitytransactions are accomplished through gateway relationships or direct connections. We use commercially-available andproprietary software that monitors the performance of the ATMs in our network, including details of transactions at eachATM and expenses relating to the ATMs, further allowing us to monitor our on-line availability and financial profitability ateach location. We analyze transaction volume and profitability data to determine whether to continue operating at a givensite, to determine how to price various operating arrangements with merchants and bank-branding partners, and to create aprofile of successful locations to assist us in deciding the best locations for additional deployments. Product development. In recent years we have made investments to develop new technology which we anticipate willdrive transaction volume at our ATMs. In March 2013, we acquired i-design, a Scotland-based company providingtechnology and marketing services for ATM operators to enable custom screens, graphical receipt content, and advertising10 Table of Contentsand marketing data capture on the ATM. We expect to continue to grow and leverage the products and services of thisbusiness within our own network of ATMs and with select external parties. Additionally, we have a product developmentteam focused on improving existing products and services as well as delivering new capabilities that generally leverage ourexisting platform. Internal product development is an increasing focus for the company, and we expect over time, our productdevelopment will drive revenue growth. Examples of recent and continued product development include dynamic currencyconversion at the ATM, promotional consumer offers, and the ability to convert stored value digital currency into cash at theATM. A number of products are currently in various stages of development, pilot, and rollout. ATM cash management. Our ATM cash management function uses commercially-available software and proprietaryanalytical models to determine the necessary fill frequency and cash load amount for each ATM. We project vault cashrequirements for our Company-owned and cash-serviced ATMs, taking into consideration its location, the day of the week,the timing of holidays, and other factors such as specific events occurring in the vicinity of the ATM. After receiving a cashorder from us, the vault cash provider forwards the request to its vault location nearest to the applicable ATM. Personnel atthe vault location then arrange for the requested amount of cash to be set aside and made available for the designatedarmored courier to access and subsequently transport to the ATM. Our ATM cash management department utilizes data fromthe vault cash providers, internally-produced data, and a proprietary methodology to confirm daily orders, audit delivery ofcash to armored couriers and ATMs, monitor cash balances for cash shortages, coordinate and manage emergency cash orders,and audit costs from both armored couriers and vault cash providers. In the U.K., we operate our own armored courier operation which we significantly expanded through the acquisition ofSunwin Services Group (“Sunwin”) in November 2014. As of December 31, 2017, this operation was servicing approximately14,900 of our ATMs in the U.K. Customer service. We believe one of the factors that differentiates us from our competitors is our customer serviceresponsiveness and proactive approach to managing any downtime experienced by our ATMs. We use an advanced softwareand skilled technicians that monitor our ATMs 24 hours a day for service interruptions and notify our maintenance engineersand vendors for prompt dispatch of necessary service calls. Finally, we use proprietary software systems to maintain a database of transactions and performance metrics for ourATMs. This data is aggregated into individual merchant and financial institution customer profiles that are accessible by ourcustomer service representatives and managers. We believe our proprietary databases enable us to provide superior qualityand reliable customer support, together with information on trends that is valuable to our retail and financial institutionpartners. Primary Vendor Relationships To maintain an efficient and flexible operating structure, we outsource certain aspects of our operations, including cashsupply and cash delivery, maintenance, and certain transaction processing services. Due to the large number of ATMs weoperate, we believe we have obtained favorable pricing terms from most of our major vendors. We contract for the provisionof the services described below in connection with our operations. Transaction processing. We own and operate EFT transaction processing platforms that utilize proprietary as well ascommercially-available software. Historically, our processing efforts have been primarily focused on controlling the flow andcontent of information on the ATM screen, and we have largely relied on third-party service providers to handle ourconnections to the EFT networks and to perform certain funds settlement and reconciliation procedures on our behalf. Thethird-party transaction processors communicate with the cardholder’s financial institution through various EFT networks inorder to obtain transaction authorizations and to provide us with the information we need to ensure that the related funds areproperly settled. In addition, we have developed a capability to connect to major financial institutions and certain networkson a direct or virtually-direct basis, and we expanded this direct model with our CDS acquisition in 2015. As a result of ourpast acquisitions, a portion of our withdrawal transactions are currently processed through other third-party processors, withwhom the acquired businesses had existing contractual relationships. We plan to convert transaction processing services toour internal EFT transaction processing platforms when economically advantageous to us or as these contracts expire or areterminated. 11 Table of ContentsEFT network services. Our transactions are routed over various EFT networks to obtain authorization for cashdisbursements and to provide account balances. EFT networks set the interchange fees that they charge to the financialinstitutions, as well as the amount paid to us. We attempt to maximize the utility of our ATMs to cardholders by participatingin as many EFT networks as practical. Additionally, we own and operate the Allpoint network, the largest surcharge-freenetwork in the U.S. Having this network further enhances our ATM utility by providing certain cardholders surcharge-freeaccess to our ATMs, as well as allowing us to receive network-related economic benefits such as receiving additionaltransaction-based revenue and setting interchange rates on transactions over this network. Equipment. We purchase substantially all of our ATMs from a number of global ATM manufacturers, including, but notlimited to, NCR, Hyosung, Triton, Diebold, and Chungho. The large quantity of ATMs that we purchase from thesemanufacturers enables us to receive favorable pricing and terms. In addition, we maintain close working relationships withthese manufacturers in the course of our business, allowing us to stay informed about product updates and to receive promptattention for any technical problems with purchased ATM equipment. The favorable pricing we receive from thesemanufacturers also allows us to offer certain of our customers an affordable solution to replace their ATMs to be compliantwith new regulatory requirements as they arise. Maintenance. In the U.S., we generally contract with third-party service providers for on-site maintenance services inmost of our markets. In the U.K., maintenance services are mostly performed by our in-house technicians. ATM cash management. We obtain cash to fill our Company-owned ATMs, and in some cases merchant-owned andmanaged services ATMs, under arrangements with various vault cash providers. We pay a monthly fee based on the averageoutstanding vault cash balances to our primary vault cash providers under a floating rate formula, which is generally basedon various benchmark interest rates such as London Interbank Offered Rates (“LIBOR”). In virtually all cases, beneficialownership of the cash is retained by the vault cash providers, and we have no right to the cash and no access except for theATMs that are serviced by our wholly-owned armored courier operations in the U.K. While our U.K. armored courieroperations have physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vaultcash provider at all times. We also contract with third-parties to provide us with certain cash management services, whichvaries by geography, which may include reporting, armored courier coordination, cash ordering, cash insurance,reconciliation of ATM cash balances, and claims processing with armored couriers, financial institutions, and processors. For the quarter ended December 31, 2017, we had an average outstanding vault cash balance of approximately$2.3 billion in cash in our North America ATMs under arrangements with Bank of America, N.A. (“Bank of America”), WellsFargo, N.A. (“Wells Fargo”), Elan Financial Services (“Elan”) (a division of U.S. Bancorp), and Capital One Financial Corp.(“Capital One”). In Europe & Africa, the average outstanding vault cash balance was approximately $1.4 billion for thequarter ended December 31, 2017, which was primarily supplied by Santander, Royal Bank of Scotland (“RBS”), HSBCHoldings plc (“HSBC”), and Barclays PLC (“Barclays”). In Australia & New Zealand, the average outstanding vault cashbalance for the quarter ended December 31, 2017, was approximately $250 million, which was primarily supplied byNational Australia Bank Limited (“NAB”) and Australia and New Zealand Banking Group Limited (“ANZ”). For additionalinformation related to our vault cash agreements and the related risks, see Item 1A. Risk Factors - We rely on third-parties toprovide us with the cash we require to operate many of our ATMs. If these third-parties were unable or unwilling to provideus with the necessary cash to operate our ATMs, we would need to locate alternative sources of cash to operate our ATMs orwe would not be able to operate our business. The vault cash that we are contractually responsible for in all of the jurisdictions in which we operate is insured up tocertain per location loss limits and subject to per incident and annual aggregate deductibles through a syndicate of multipleunderwriters. Cash replenishment. We contract with armored courier services to transport and transfer most of the cash to our ATMs.We use leading third-party armored couriers in all of our jurisdictions except for in the U.K., where we primarily utilize ourown armored courier operations. Under these arrangements, the armored couriers pick up the cash in bulk, and usinginstructions received from us and our vault cash providers, prepare the cash for delivery to each ATM on the designated fillday. Following a predetermined schedule, the armored couriers visit each location on the designated fill day, load cash intoeach ATM, and then balance each machine and provide cash reporting to the applicable vault cash provider.12 Table of Contents Merchant Customers In each of our markets, we typically deploy our Company-owned ATMs under long-term contracts with major nationaland regional merchants, including convenience stores, gas stations, grocery stores, drug stores, and other high-trafficlocations. Our merchant-owned ATMs are typically deployed under arrangements with smaller independent merchants. The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of Company-owned ATMs, the contract terms vary, but typically include the following: ·a multi-year term, typically five to seven years;·exclusive deployment of ATMs at locations where we install an ATM;·the right to increase surcharge fees, with merchant consent required in some cases;·in the U.S., our right to terminate or remove ATMs or renegotiate the fees payable to the merchant if surcharge feesor interchange fees are reduced or eliminated as a result of regulatory action; and·provisions that make the merchant’s fee dependent on the number of ATM transactions. During the year ended December 31, 2017, we derived approximately 30.9% of our total revenues from ATMs placed atthe locations of our top five merchant customers. 7-Eleven in the U.S. is currently the largest merchant customer in ourportfolio, representing approximately 12.5% of our total revenues for the year. The next four largest merchant customerstogether comprised approximately 18.4% of our total revenues for the year. The 7-Eleven ATM placement agreement in theU.S. expired in July 2017, and most of the ATM operations have been transitioned to the new service provider as ofDecember 31, 2017. After 7-Eleven, our next four largest merchant customers were Co-op Food (in the U.K.), Walgreens,CVS, and Speedway, none of which individually contributed more than 6% of our total revenues for the year. The weightedaverage remaining life of the four largest merchant customers (excluding 7-Eleven in the U.S.) is approximately 3.8 years. Foradditional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - We derive asubstantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination orrenegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doingbusiness with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly and ourbusiness, financial condition and results of operations could be adversely impacted. Seasonality Our overall business is somewhat seasonal in nature, with generally fewer transactions occurring in the first quarter of theyear. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experiencedeclines in volume during winter months as a result of decreases in the amount of consumer traffic through such locations.We usually see an increase in transactions in the warmer summer months, which are also aided by increased vacation andholiday travel. We expect these fluctuations in transaction volumes to continue in the future. Competition Historically, we have competed with financial institutions and other independent ATM deployers (commonly referred toas “IADs”) for ATM placements, new merchant accounts, bank-branding, and acquisitions. IADs compete with us forplacement rights at merchant locations. Our ATMs compete with the ATMs owned and operated by financial institutions andother IADs for underlying consumer transactions. In certain locations with very high foot traffic, such as airports or majortrain stations, large arenas or stadiums, we often see competition from large financial institutions as they may utilize suchlocations for marketing and advertising purposes, and in some cases are willing to subsidize the operations of the ATM.Recently, we have seen somewhat less competition from financial institutions seeking to place ATMs directly at merchantlocations. We have established relationships with leading national and regional financial institutions through our bank-brandingprogram and our Allpoint network. Both of these programs can be cost-efficient alternatives to financial institutions in lieu ofoperating branches and owning and operating extensive ATM networks. We believe the scale of our extensive network,13 Table of Contentsour EFT transaction processing services, and our focus on customer service provide us with competitive advantages forproviding services to leading financial institutions. Through our Allpoint surcharge-free network, we have significantly expanded our relationships with local, regional, andnational financial institutions as well as large issuers of stored-value debit card programs. With regard to our Allpointnetwork, we encounter competition from other organizations’ surcharge-free networks that are seeking to sell their network toretail locations and offer surcharge-free ATM access to issuers of stored-value debit cards, as well as financial institutions thatlack large ATM footprints. We work to continually develop the types of services we provide to financial institutions and merchants, includingmanagement of their ATMs. With respect to our managed services offering, we believe we are well-positioned to offer acomprehensive ATM outsourcing solution with our breadth of services, in-house expertise, and network of existing locationsthat can leverage the economies of scale required to operate an ATM portfolio. There are several large financial servicescompanies, ATM equipment manufacturers, and service providers that currently offer some of the services we provide, withwhom we expect to compete directly in this area. In spite of this, we believe that we have unique advantages that will allowus to offer a compelling solution to financial institutions and retailers alike. We have also historically competed for acquisition opportunities in each of the markets in which we operate.Acquisitions have been a consistent part of our strategy and may form part of our strategy in the future. Typically,competition for acquisitions is from other IADs, financial service or payments businesses, and/or private equity sponsors ofATM portfolios. Finally, we face indirect competition from alternative payment mechanisms, such as card-based payments or otherelectronic forms of payment, including payment applications on mobile phones. While it has been difficult to specificallyquantify the direct effects from alternative payment sources on our transaction volumes, cash-based payments have declinedas a percentage of total payments in our primary geographic markets in recent years. Further expansion in electronic paymentforms and the entry of new and less traditional competitors could reduce demand for cash at merchant locations. We expect tocontinue to face competition from emerging payments technology in the future. See Item 1A. Risk Factors - The proliferationof payment options other than cash, including credit cards, debit cards, stored-value debit cards, and mobile paymentsoptions could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs. Government and Industry Regulation Our principal business, ATM network ownership and operation, is subject to government (federal, state, or local) andindustry regulations. Our failure to comply with applicable laws and regulations could result in restrictions on our ability toprovide our products and services in such jurisdictions, as well as the imposition of civil fines. For additional informationrelated to recent regulatory matters that have impacted our operations or are expected to impact us in the future, seePart II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – DevelopingTrends and Recent Events. Risk Management We have adopted a formalized Enterprise Risk Management program that seeks to identify and manage the major riskswe face. The major risks are prioritized and assigned to a member of the management team who develops mitigation plans,monitors the risk activity, and is responsible for implementation of the mitigation plan, if necessary. The risks, plans, andactivities are monitored by our management team and Board of Directors on a regular basis. Employees As of December 31, 2017, we had 2,271 employees, 130 of which were represented by a union or covered by a collectivebargaining agreement. We currently believe our relationships with employees represented by unions are good, and we havenot experienced any work stoppages. 14 Table of Contents ITEM 1A. RISK FACTORS Risks associated with our industry The proliferation of payment options other than cash, including credit cards, debit cards, stored-value debit cards, andmobile payments options could result in a reduced need for cash in the marketplace and a resulting decline in the usage ofour ATMs. The U.S., the U.K., and other developed markets have seen a shift in consumer payment trends since the late 1990’s, withmore customers now opting for electronic forms of payment (e.g., credit cards and debit cards) for their in-store purchasesover traditional paper-based forms of payment (e.g., cash and checks). Additionally, some merchants offer free cash back atthe point-of-sale (“POS”) for customers that utilize debit cards for their purchases, thus providing an additional incentive forconsumers to use these cards. According to the Nilson Report issued in December 2017, the percentage of cash transactioncounts in the U.S. declined from approximately 32.9% of all payment transactions in 2011 to approximately 26.2% in 2016,with declines also seen in check usage as credit, debit, and stored-value debit card transactions increased. However, in termsof absolute dollar value, the volume of cash used in payment transactions remained relatively flat at $1.6 trillion from 2011to 2016. On a same-store basis, we have generally seen a single-digit percentage rate of decline in the number of cashwithdrawal transactions conducted on our U.S.-based and U.K.-based ATMs during the last 12-24 months. Additionally, withthe January 6, 2017 completion of the acquisition of DCPayments, we now have substantial business operations in Canadaand Australia. Our operations in both of these markets have experienced declining ATM transactions on a same-store basisover the last twelve months, with Australia experiencing a higher rate of transaction decline. The continued growth inelectronic payment methods, such as mobile phone payments or contactless payments, could result in a reduced need for cashin the marketplace and ultimately, a decline in the usage of ATMs. New payment technology, such as Venmo, Zelle, andvirtual currencies such as Bitcoin, or other new payment method preferences by consumers could reduce the generalpopulation’s need or demand for cash and negatively impact our transaction volumes in the future. The proliferation ofpayment options and changes in consumer preferences and usage behavior could reduce the need for cash and have amaterial adverse impact on our operations and cash flows. Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases atthe discretion of the various EFT networks through which our transactions are routed, or through potential regulatorychanges, thus reducing our future revenues and operating profits. Interchange fees, which represented 33% of our total ATM operating revenues for the year ended December 31, 2017, areset by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs arerouted. These fees vary from one network to the next. As of December 31, 2017, approximately 4% of our total ATMoperating revenues were subject to pricing changes by U.S. networks over which we currently have limited influence orwhere we have no ability to offset pricing changes through lower payments to merchants. During the year endedDecember 31, 2017, 19% of our consolidated ATM operating revenues were derived from interchange revenues in the U.K.In the U.K., the significant majority of the interchange revenues we earn are based on rates set by LINK, the major interbanknetwork in that market. The remainder of reported interchange revenue reflects transaction-based revenues where we havecontractually agreed to the rate with the associated network or financial institution. Accordingly, if some of the networksthrough which our ATM transactions are routed were to reduce the interchange rates paid to us or increase their transactionfees charged to us for routing transactions across their network, our future transaction revenues could decline. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions inthe U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financialinstitutions and higher per transaction fees charged by the networks to ATM operators. In addition to the impact of the netinterchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to takeadvantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. Additionally, some consumer groups in the U.S. have expressed concern that consumers using an ATM may not be awarethat, in addition to paying the surcharge fee that is disclosed to them at the ATM, their financial institution may also assessan additional fee with regard to that consumer’s transaction. These fees are sometimes referred to as “foreign bank15 Table of Contentsfees” or “out of network fees.” While there are currently no pending legislative actions calling for limits on the amount ofinterchange fees that can be charged by the EFT networks to financial institutions for ATM transactions or the amount of feesthat financial institutions can charge to their customers to offset their interchange expense, there can be no assurance thatsuch legislative actions will not occur in the future. Any potential future network or legislative actions that affect the amountof interchange fees that can be assessed on a transaction may adversely affect our revenues. Our U.K.-based revenues are significantly impacted by interchange rates, with the majority of our interchange revenuesin that market being earned through the LINK network. In previous years, LINK has set interchange rates for its participantsusing a cost-based methodology that incorporates ATM service costs, generally from two years back (i.e., operating costsfrom 2015 were considered for determining the 2017 interchange rate) and, as a result, the interchange rate can vary year-to-year based on the output of the cost-based study. We have seen the LINK interchange rate move both up and down based onthe results of the cost study. In addition to LINK transactions, certain card issuers in the U.K. have issued cards that are notaffiliated with the LINK network, and instead carry the Visa or MasterCard network brands. Transactions conducted on ourATMs from these cards, which currently represent approximately 2% of our annual withdrawal transactions in the U.K.,receive interchange fees that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCardhave historically been less than the rates that have been established by LINK. Accordingly, if any major financial institutionin the U.K. decided to leave the LINK network in favor of Visa, MasterCard, or another network, and we elected to continueto accept the transactions of their cardholders, such a move could reduce the interchange revenues that we currently receivefrom the related withdrawal transactions conducted on our ATMs in that market. Recently, some of the major financialinstitutions that participate in LINK expressed concern about the LINK interchange rate and commenced efforts tosignificantly lower the interchange rate. During 2017, a group of members of LINK (the “Working Group”) worked todevelop a new interchange rate setting mechanism. After several months of analysis and discussion, the Working Group wasunable to reach a recommended amended approach that was satisfactory to its participants, and as a result of this outcome,along with governance recommendations by the Bank of England, in October 2017, it was decided that an independentboard of LINK (“LINK Board”) would recommend interchange rates going forward. On November 1, 2017, the LINK Boardannounced that it had reached some tentative recommendations, subject to further comment by the LINK members. OnJanuary 31, 2018 the LINK Board issued an update and determined that interchange rates would decrease by 5% from 2017levels, effective July 1, 2018. From January 1, 2018 through June 30, 2018, the interchange rates will be slightly reduced as aresult of adjustments made to the interchange rates based on the former cost-based methodology. Additionally, the LINKBoard announced the intention to further reduce the interchange rate by three further annual 5% reductions, subject to furtherconsiderations including impact to consumers and operating costs, such as interest and regulatory compliance. There arecertain carve-out provisions which allow for higher interchange rates, in special circumstances, which are intended to supportthe continued existence of free-to-use ATMs. Relative to 2017, we expect that this change in approach will adversely impactour operating income by approximately $7 million to $8 million in 2018 and likely a greater amount in future years. Based on the updated interchange rates being implemented by the LINK Board, including the stated intent to furtherreduce the interchange rate, we expect further reductions in our profits in this market beyond 2018. Additionally, shouldthere be a significant change in the LINK scheme or its membership, our U.K. interchange revenues and profits could beadversely impacted. Future changes in interchange rates, some of which we have minimal or no control over, could have a material adverseimpact on our operations and cash flows. We operate in a changing and unpredictable regulatory environment, which may harm our business. If we are subjectto new regulations or legislation regarding the operation of our ATMs, we could be required to make substantialexpenditures to comply with that regulation or legislation, which may reduce our net income and our profit margins. With its initial roots in the banking industry, the U.S. ATM industry is regulated by the rules and regulations of thefederal Electronic Funds Transfer Act, which establishes the rights, liabilities, and responsibilities of participants in EFTsystems. The vast majority of states have few, if any, licensing requirements. However, legislation related to the U.S. ATMindustry is periodically proposed at the state and local level. In past years, certain members of the U.S. Congress called for are-examination of fees that are charged for an ATM transaction, although no legislation was passed relative to these matters.As a part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Consumer16 Table of ContentsFinancial Protection Bureau was created, and it is possible that this governmental agency could enact new or modify existingregulations that could have a direct or indirect impact on our business. For additional information related to this topic, seethe risk factor entitled The passage of legislation banning or limiting the fees we receive for transactions conducted on ourATMs would severely impact our revenues and our operations below. The Americans with Disabilities Act (“ADA”) requires that ATMs be accessible to and independently usable byindividuals with disabilities, such as visually-impaired or wheel-chair bound persons. The U.S. Department of Justice issuedaccessibility regulations under the ADA that became effective in March 2012. While we maintain a compliance effort toensure our ATMs meet these requirements, it is possible that in the future similar regulations may require us to makesubstantial expenditures and we may be forced to replace and or stop operating such ATMs until such time as compliance hasbeen achieved. Additionally, we have been subject to litigation in the past claiming discrimination against certain groups. For example,the National Federation of the Blind (the “NFB”) sought to require us to ensure that all of our ATMs are voice-guided.Effective May 2015, we entered into an amended and restated settlement agreement (the “New Agreement”) with the NFBand the Commonwealth of Massachusetts to resolve outstanding issues arising out of an earlier settlement agreement thatpre-dated the issuance of the 2012 ADA accessibility regulations. This New Agreement provides for a process utilizing acourt-appointed special master to certify compliance with accessibility features, such as voice guidance and braille stickers,as set forth in either the 2012 ADA regulations or the New Agreement. The New Agreement also calls for monitoring ourcompliance in the deployment and maintenance of such features on our ATMs and imposes prescribed liquidated damages ifwe fail to meet any specific requirement. Should we fail to meet the terms of the New Agreement, we could incur significantliquidated damages. In the U.K., the ATM industry has historically been largely self-regulating. Most ATMs in the U.K. are part of the LINKnetwork and must operate under the network rules set forth by LINK, which operates under the oversight of the Bank ofEngland and its regulatory capacity. In March 2013, the U.K. Treasury department issued a formal recommendation to furtherregulate the U.K. payments industry, including LINK, the nation’s primary ATM scheme. In October 2013, the U.K.government responded by establishing the new Payment Systems Regulator (“PSR”) to oversee any payment systemoperating in the U.K. and its participants. The new PSR became active in 2015. The PSR commissioned a review of LINK,which has resulted in several outcomes, including a separation of the processing component of LINK which required us toseparately enter into new agreements for certain operational services. See the risk factor entitled Interchange fees, whichcomprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the variousEFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing ourfuture revenues above. We are also subject to various regulations in other jurisdictions that we operate in, including Germany, Poland, Spain,Ireland, Mexico, and Canada, and more recently, with the completion of the acquisitions in January 2017, Australia, NewZealand, and South Africa. Due to the numerous regulations in the jurisdictions in which we operate, there is substantial riskto ensuring consistent compliance with the existing regulatory requirements in those jurisdictions. To the extent we are notsuccessful in complying with the new or existing regulations, non-compliance may have an impact on our ability to continueoperating in such jurisdictions or adversely impact our profits. In addition, new legislation proposed in any of thejurisdictions in which we operate, or adverse changes in the laws that we are subject to, may materially affect our businessthrough the requirement of additional expenditures to comply with that legislation or other direct or indirect impacts on ourbusiness. If regulatory legislation is passed in any of the jurisdictions in which we operate, we could be required to incursubstantial expenditures or suffer adverse changes in our business which would reduce our net income. The broad introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits. In September 2017, Australia’s four largest banks, the Commonwealth Bank of Australia (“CBA”), Australia and NewZealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia Bank Limited(“NAB”), each independently announced decisions to remove all direct charges applied to domestic transactions completedat their respective ATM networks effectively creating a free-to-use network of ATM terminals that did not exist previously.This unexpected market shift appears to have been instigated by a decision and announcement by CBA to remove directcharges to all users of its ATMs, regardless of whether or not the users are customers of the bank. Shortly17 Table of Contentsthereafter, ANZ, Westpac, and NAB followed with announcements and actions removing direct charges on their ATMnetworks for all users of their ATMs. Australia has historically been a direct charge market where cardholders pay a fee (the “direct charge”) to ATM operatorsfor each transaction, unless the ATM where the transaction is completed is part of the cardholder’s issuing bank ATMnetwork. There is currently no broad interchange arrangement in Australia between card issuers and ATM operators tocompensate ATM operators for the cost of providing a service to cardholders in the absence of a direct charge levied on thecardholder directly. In 2017, 81.4% of our revenues in Australia were sourced from direct charge fees paid by cardholders. Asa result, this introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits. We are continuing to evaluate the impact that this unexpected market shift will have on our Australian ATM transactionvolumes and associated revenues in the near-term, as well as potential strategic implications for a broader market adoption offree-to-use ATMs in Australia similar to those in other markets in which we operate. In September 2017, we determined thatthese developments were to be an indicator of impairment of our Australia & New Zealand reporting unit and related long-lived assets. As further discussed in Part I. Financial Information, Item I. Financial Statements, Note 1. Basis of Presentationand Summary of Significant Accounting – (l) Intangibles Other and Goodwill, and (m) Goodwill, we recorded an impairmentof certain assets in our Australia & New Zealand reporting unit as of September 30, 2017. Security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm ourbusiness by compromising merchant and cardholder information and disrupting our transaction processing services, thusdamaging our relationships with our merchant customers, business partners, and generally exposing us to liability. As part of our transaction processing services, we electronically process and transmit cardholder information. We and ourvendors are subjected to cyber-attacks, including accidental or intentional computer or network issues (such as unauthorizedparties gaining access to our information technology systems, phishing attacks, viruses, malware installation, servermalfunction, software or hardware failures, impairment of data integrity, loss of data or other computer assets, adware, or othersimilar issues), none of which to date have resulted in any material disruption, interruption, or loss. Our vulnerability toattack and our vendors vulnerability to attack exists in relation to known threats, against which we work to implement andmaintain what we consider to be adequate security controls, as well as threats which we can’t protect against as they areunknown. As a consequence, the security measures we deploy are not perfect or impenetrable, despite our investment in andmaintenance of security controls, we may be unable to anticipate or prevent all unauthorized access attempts made on oursystems. A vulnerability in the cybersecurity of our systems or one or more of our vendors systems (which include among otherthings cloud based networks and services outside of the control of the Company) could impair or shut down one or more ofour computing systems, transaction processing systems or our IT network and infrastructure, we may suffer harm from ourcustomers, our business partners, the press, and the public at large. Furthermore, companies that process and transmitcardholder information have been specifically and increasingly targeted in recent years by sophisticated and persistent actorsincluding hacktivists, organized criminal groups, and nation states in an effort to obtain information and utilize it forfraudulent transactions or other purposes. It is also possible that a cyber-attack or information security breach could occurand persist for an extended period of time without detection. We expect that any investigation of a cyber-attack would beinherently unpredictable and that it would take time before the completion of any investigation and before there isavailability of full and reliable information. During such time we may not necessarily know the extent of the harm or howbest to remediate it, and certain errors or actions could be repeated or compounded before they are discovered andremediated, all or any of which would further increase the costs and consequences of a cyber-attack.The technical and procedural controls we and our partners use to provide security for storage, processing andtransmission of confidential customer and other information may not be effective to protect against data security breaches orother cyber incidents. The risk of unauthorized circumvention of our security measures has been heightened by advances incomputer capabilities and the increasing sophistication of hackers. Unauthorized access to our computer systems, or those ofour third-party service providers, could result in the theft or publication of the information or the deletion or modification ofsensitive records, and could cause interruptions in our operations. Any inability to prevent security18 Table of Contentsbreaches could damage our relationships with our merchant and financial institution customers, cause a decrease intransactions by individual cardholders, expose us to liability including claims from merchants, financial institutions, andcardholders, and subject us to network fines.Further, we could be forced to expend significant resources in response to a security breach, including repairing systemdamage and increasing cybersecurity protection costs by deploying additional personnel, each of which could divert theattention of our management and key personnel away from our business operations. These claims also could result inprotracted and costly litigation. If unsuccessful in defending that litigation, we might be forced to pay damages and/orchange our business practices.While many of our agreements with partners and third party vendors contain indemnification provisions and wemaintain insurance intended to cover some of these risks, such measures may not be sufficient to cover all of our losses fromany future breaches of our systems.We have a history of making acquisitions and investments which expose us to additional risk associated with theintegration of the information systems. We may not adequately identify weaknesses in an acquired entity’s informationsystems either before or after an acquisition, which could affect the value we are able to derive from the acquisition, exposeus to unexpected liabilities or make our own systems more vulnerable to a cyber-attack. We may also not be able to integratethe systems of the businesses we acquire in a timely manner which could further increase these risks until such integrationtakes place.As a global company, the cross border movement of data increases our exposure to cybersecurity threats. This crossborder data movement must be managed in accordance with an ever changing compliance landscape and the development ofcybersecurity guidance and best practice and while we have and will continue to invest in the protection of our systems andthe maintenance of what we believe to be adequate security controls over individually identifiable customer, employee andvendor data provided to us, there can be no assurance that we will not suffer material losses relating to cyber-attacks or othersecurity breaches involving our information systems in the future. In addition, we could be impacted by existing andproposed laws and regulations, as well as government policies and practices related to cybersecurity, privacy, and dataprotection across the various jurisdictions in which we operate. An actual security breach or cyber-incident could have amaterial adverse impact on our operations and cash flows and costs to remediate any damages to our information technologysystems suffered as a result of a cyber-attack could be significantly over and above any obligations arising from any penaltiesimposed by any regulatory or supervisory authority including in connection with General Data Protection Regulations(“GDPR”). Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling ourtransaction processing services, causing noncompliance with network rules, damaging our relationships with our merchantand financial institution customers, and damaging our reputation causing a decrease in transactions by individualcardholders. We routinely face cyber and data security threats through computer viruses, malware, attachments to emails, personsinside our organization or persons with access to systems inside our organization and other significant disruptions of our ITnetworks and related systems (“System Threats”). One of these System Threats could infiltrate our systems and disrupt ourdelivery of services, cause delays or loss of data or public releases of confidential data or make our applications unavailable,all of which could have a material adverse effect on our revenues and our operations and cash flows. Although we utilizeseveral preventative and detective security controls in our network, we have from time to time experienced System Threats toour data and systems, including but not limited to computer viruses, unauthorized parties gaining access to our informationtechnology systems and similar incidents, none of which to date have resulted in any material disruption, interruption or loss.The preventative and detective security controls have been and may in the future be ineffective in preventing System Threatsand material consequences arising from any such event occurring could damage our relationships with our merchant andfinancial institution customers, cause a decrease in transactions by individual cardholders, cause our reputation to bedamaged, require us to make significant expenditures to repair or replace equipment, or cause us to be in non-compliancewith applicable network rules and regulations. 19 Table of ContentsRegulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters couldadversely affect our ability to conduct our business. We, along with our partners and customers in the financial services area, are subject to a number of laws and regulations.These laws, rules and regulations address a range of issues including data privacy and cyber security, and restrictions ortechnological requirements regarding the collection, use, storage, protection, retention or transfer of data. In the U.S., the rules and regulations to which we (directly or contractually through our banking partners or ourmarketers) may be subject include those promulgated under the authority of the Federal Trade Commission, the ElectronicCommunications Privacy Act, Computer Fraud and Abuse Act, the Gramm Leach Bliley Act and state cybersecurity andbreach notification laws, as well as regulator enforcement positions and expectations. The European Union (“E.U.”) courts determined in late 2015 that the Safe Harbor mechanism which facilitated datasharing between the E.U. and the U.S. was not in fact compliant with the E.U. data protection regulations, requiring a newrobust mechanism, the Privacy Shield. The E.U. authorities agreed to new General Data Protection Regulations (“GDPR”) in2016. The GDPR provides heightened rights for individuals and increased sanctions for non-compliance with regulations.GDPR provides the supervisory authority with the power to impose administrative fines of the greater of (a) €10 million or2% of global annual revenue from the prior year if it is determined that non-compliance was related to technical measuressuch as impact assessments, breach notifications and certifications; or (b) €20 million or 4% of global annual turnover in thecase of non-compliance with key provisions of the GDPR including non-adherence to the core principles of processingpersonal data, infringement of the rights of data subjects and the transfer of personal data to third countries or internationalorganizations that do not ensure an adequate level of data protection.Additionally, the GDPR further introduces measures that will make data processing and sharing between our European-based businesses and our other businesses more difficult. As required by the GDPR, we have appointed a Data ProtectionOfficer to oversee and supervise our compliance with European data protection regulations. Such government regulation (together with applicable industry standards) may increase the costs of doing business.Federal, state, municipal and foreign governments and agencies have adopted and could in the future adopt, modify, apply orenforce laws, policies, regulations, and standards covering user privacy, data security, technologies such as cookies that areused to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxation of products andservices, unfair and deceptive practices, and the collection (including the collection of information), use, processing, transfer,storage and/or disclosure of data associated with unique individual internet users. New regulation or legislative actionsregarding data privacy and security could have a material adverse impact on our operations and cash flows. The ATM industry is highly competitive and such competition may increase, which may adversely affect our profitmargins. The ATM business is and can be expected to remain highly competitive. Our principal direct competition comes fromindependent ATM companies and financial institutions in all of the countries in which we operate. Our competitors couldprevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the revenue generated bytransactions at our ATMs, or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our currentcompetitors, new and less traditional competitors may enter the market or we may face additional competition associatedwith alternative payment mechanisms and emerging payment technologies. Increased competition could result in transactionfee reductions, reduced gross margins, and loss of market share. As a result, the failure to effectively adapt our organization,products, and services to the market could significantly reduce our offerings to gain market acceptance, could significantlyreduce our revenue, increase our operating costs, or otherwise adversely impact our operations and cash flows. The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs wouldseverely impact our revenues and our operations. Despite the nationwide acceptance of surcharge fees at ATMs in the U.S. since their introduction in 1996, consumeractivists have from time to time attempted to impose local bans or limits on surcharge fees. Even in the few instances wherethese efforts have passed the local governing body (such as with an ordinance adopted by the city of Santa Monica,20 Table of ContentsCalifornia), U.S. federal courts have overturned these local laws on federal preemption grounds. Although Section 1044 ofthe Dodd-Frank Act contains a provision that will limit the application of federal preemption with respect to state laws thatdo not discriminate against national banks, federal preemption will not be affected by local municipal laws, where suchproposed bans or limits often arise. Additionally, some U.S. federal officials have expressed concern in previous years thatsurcharge fees charged by banks and non-bank ATM operators are unfair to consumers. We rely on transaction-basedrevenues in each of our markets and any regulatory fee limits that could be imposed on our transactions may have an adverseimpact on our revenues and profits. If legislation were to be enacted in the future in any of our markets, and the amount wewere able to charge consumers to use our ATMs was reduced, our revenues and related profitability would be negativelyimpacted. Furthermore, if such limits were set at levels that are below our current or future costs to operate our ATMs, itwould have a material adverse impact on our ability to continue to operate under our current business model and adverselyimpact our revenues and cash flows. Potential new currency designs may require modifications to our ATMs that could impact our cash flows. In the action styled: American Council of the Blind, et. al., v. Timothy F. Geithner, Secretary of the Treasury (Case#1:02-cv-00864) in the U.S. District Court for the District of Columbia (the “Court”) an order was entered that found that U.S.currencies (as currently designed) violated the Rehabilitation Act, a law that prohibits discrimination in governmentprograms on the basis of disability, as the paper currencies issued by the U.S. are identical in size and color, regardless ofdenomination. As a consequence of this ruling, the U.S. Treasury stated in its semi-annual status report filed with the Court inSeptember 2012, that the Bureau of Engraving and Printing (“BEP”) was making progress towards implementing theSecretary’s decision to provide meaningful access to paper currency by: “(i) adding a raised tactile feature to each FederalReserve note that the BEP may lawfully redesign, (ii) continuing the BEP’s program of adding large high-contrast numeralsand different colors to each denomination that it may lawfully redesign, and (iii) implementing a supplemental currencyreader distribution program for blind and other visually impaired U.S. citizens and legal residents.” Of these three steps onlythe first materially affects the ATM industry. The BEP continues to research the raised tactile feature and is engaged intesting samples in conjunction with the Banknote Equipment Manufactures program; however, previous comments from theU.S. Treasury suggest that raised tactile features on currency are not expected to be in circulation prior to 2020. Until aselection is made and disclosed by the BEP, the impact, if any, a raised tactile feature will have on the ATM industry, remainsunknown. It is possible that such a change could require us to incur additional costs, which could be substantial, to modifyour ATMs in order to store and dispense notes with raised or other tactile features. Additionally, polymer notes were introduced by the Bank of England in 2016 and will be further circulated through2020. The introduction of these new currency designs has required upgrades to software and physical ATM components onour ATMs in the U.K. Upgrades may result in incremental downtime and incremental capital investments for the affectedATMs. To date, we have not experienced any material adverse financial or operational impact as a result of the newrequirements to handle these new notes but we have not yet completed the upgrade of our ATMs. The Reserve Bank ofAustralia (or “RBA”) has also begun issuing redesigned banknotes beginning with the $5 and $10 Australian dollarbanknotes in September 2016 and 2017. The new $50 Australian dollar banknote is expected to enter circulation inOctober 2018. We expect that the RBA will continue issuing redesigned banknotes in additional denominations insubsequent years. The redesigned banknotes include a raised tactile feature to help the blind and visually impairedcommunity distinguish between different denominations of banknotes and a top-to-bottom clear window in which thebanknote is transparent. The new banknotes will require upgrades to the software and physical ATM components on ourATMs in Australia, and until all denominations of the banknotes have been released and are available for testing, we may notbe able to determine the full upgrade requirements and related costs. Any required upgrades to our ATM machines couldrequire us to incur additional cost, which could be substantial and have a material adverse impact on our operations and cashflows. 21 Table of ContentsRisks associated with our business We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenues andprofits would be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that we operate,whether as a result of global economic conditions or otherwise. Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs andmulti-function financial services kiosks, including surcharge and interchange transaction fees, have historically accountedfor most of our revenues. We expect that transaction fees, including fees we receive through our bank-branding andsurcharge-free network offerings, will continue to account for the substantial majority of our revenues for the foreseeablefuture. Consequently, our future operating results will depend on many factors, including: (i) the market acceptance of ourservices in our target markets, (ii) the level of transaction fees we receive, (iii) our ability to install, acquire, operate, andretain ATMs, (iv) usage of our ATMs by cardholders, and (v) our ability to continue to expand our surcharge-free and otherautomated consumer financial services offerings. If alternative technologies to our services are successfully developed andimplemented, we may experience a decline in the usage of our ATMs. Surcharge rates, which are largely market-driven andare negotiated between us and our merchant partners, could be reduced over time. Further, growth in surcharge-free ATMnetworks and widespread consumer bias toward these networks could adversely affect our revenues, even though we maintainour own surcharge-free offerings. Many of our ATMs are utilized by consumers that frequent the retail establishments inwhich our ATMs are located, including convenience stores, gas stations, malls, grocery stores, drug stores, airports, trainstations, and other large retailers. If there is a significant slowdown in consumer spending, and the number of consumers thatfrequent the retail establishments in which we operate our ATMs declines significantly, the number of transactionsconducted on those ATMs, and the corresponding transaction fees we earn, may also decline. Additionally, should banksincrease the fees they charge to their customers when using an ATM outside of their network (i.e. out of network or foreignbank fees), this would effectively make transactions at our ATM more expensive to consumers and could adversely impactour transaction volumes and revenues. Alternatively, should banks or other ATM operators decrease or eliminate the feesthey charge to users of their ATMs in any of our markets, such action would make transactions at our ATM comparativelymore expensive to consumers and could adversely impact our transaction volumes and revenues. A decline in usage of ourATMs by cardholders, in the levels of fees received by us in connection with this usage, or in the number of ATMs that weoperate, would have a negative impact on our revenues and cash flows and would limit our future growth potential. We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration,termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants wereto cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to declinesignificantly and our business, financial condition and results of operations could be adversely impacted. For the year ended December 31, 2017, our contracts with our top five merchant customers (7-Eleven, Walgreens, CVS,Co-op Food (in the U.K.), and Speedway) accounted for approximately 30.9% of our total revenues inclusive of our 7-Elevenrelationship in the U.S. which accounted for 12.5% of our total revenues. Excluding 7-Eleven, which we expect to accountfor less than 1% of our total revenues in 2018, the next top four customers together comprised approximately 18.4% of ourtotal revenues in 2017. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and, as of December 31,2017, most of the associated ATM operations had been transitioned to the new service provider. We expect the transition tobe complete during the first quarter of 2018. As a result, the termination of the 7-Eleven relationship in the U.S, has had andwill continue to have, a significant negative impact on our income from operations and cash flows compared to previouslyreported periods. Because a significant percentage of our future revenues and operating income depends upon the successful continuationof our relationship with our top merchant customers, the loss of any of our largest merchants, a decision by any one of themto reduce the number of our ATMs placed in their locations, or a decision to sell or close their locations could result in adecline in our revenues or otherwise adversely impact our business operations. To the extent there is consolidation orcontraction within our primary retailer partners, and as a part of that consolidation or contraction, the retailers decide toreduce their store footprint, such an event could materially impact our revenues and profits. Furthermore, if their financialconditions were to deteriorate in the future, and as a result, one or more of these merchants was required to close a significantnumber of their store locations, our revenues would be significantly impacted. Additionally, these22 Table of Contentsmerchants may elect not to renew their contracts when they expire. As of December 31, 2017, the contracts we have with ourfour largest merchant customers, excluding 7-Eleven in the U.S., had a weighted average remaining life of approximately 3.8years. Even if our major contracts are extended or renewed, the renewal terms may be less favorable to us than the currentcontracts. If any of our largest merchants enters bankruptcy proceedings and rejects its contract with us, fails to renew itscontract upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, itcould result in a decline in our revenues and profits and have a material adverse impact on our operations and cash flows. Deterioration in global credit markets, as well as changes in legislative and regulatory requirements, could have anegative impact on financial institutions that we conduct business with. We have a significant number of customer and vendor relationships with financial institutions in all of our key markets,including relationships in which those financial institutions pay us for the right to place their brands on our ATMs.Additionally, we rely on a small number of financial institution partners to provide us with the cash that we maintain in ourCompany-owned ATMs and some of our merchant-owned ATMs. Volatility in the global credit markets, such as thatexperienced in 2008 to 2009, may have a negative impact on those financial institutions and our relationships with them. Inparticular, if the liquidity positions of the financial institutions with which we conduct business deteriorate significantly,these institutions may be unable to perform under their existing agreements with us. If these defaults were to occur, we maynot be successful in our efforts to identify new bank-branding partners and vault cash providers, and the underlyingeconomics of any new arrangements may not be consistent with our current arrangements. Furthermore, if our existing bank-branding partners or vault cash providers are acquired by other institutions with assistance from the Federal DepositInsurance Corporation (“FDIC”), or placed into receivership by the FDIC, it is possible that our agreements may be rejectedin part or in their entirety. We rely on third-parties to provide us with the cash we require to operate many of our ATMs. If these third-partieswere unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternativesources of cash to operate our ATMs or we would not be able to operate our business. In North America, we rely primarily on Bank of America, Wells Fargo, Elan (a division of U.S. Bancorp), and Capital Oneto provide us with the vault cash that we use in approximately 44,000 of our ATMs where cash is not provided by themerchant. In Europe & Africa, we rely primarily on RBS, HSBC, Barclays, Absa Bank, and Capitec Bank to provide us withthe vault cash that we use in approximately 21,000 of our ATMs. In Australia and New Zealand, we rely primarily on ANZand NAB to provide us with the vault cash that we use in approximately 4,000 of our ATMs. For the quarter endedDecember 31, 2017, we had an average outstanding vault cash balance of approximately $2.3 billion held in our NorthAmerica ATMs, approximately $1.4 billion in our ATMs in Europe and Africa and approximately $250 million in our ATMsin Australia and New Zealand. Our existing vault cash rental agreements expire at various times through March 2021. However, each provider has theright to demand the return of all or any portion of its cash at any time upon the occurrence of certain events, including certainbankruptcy events of us or our subsidiaries, or a breach of the terms of our vault cash provider agreements. Other key terms ofour agreements include the requirement that the vault cash providers provide written notice of their intent not to renew. Suchnotice provisions typically require a minimum of 180 to 360 days’ notice prior to the actual termination date. If such noticeis not received, then the contracts will typically automatically renew for an additional one-year period. If our vault cash providers were to demand return of their cash or terminate their arrangements with us and remove theircash from our ATMs, or if they fail to provide us with cash as and when we need it for our operations, our ability to operateour ATMs would be jeopardized, and we would need to locate alternative sources of vault cash or potentially suffersignificant downtime of our ATMs. In the event this was to happen, the terms and conditions of the new or renewedagreements could potentially be less favorable to us, which would negatively impact our results of operations. Furthermore,restrictions on access to cash to fill our ATMs could severely restrict our ability to keep our ATMs operating, and couldsubject us to performance penalties under our contracts with our customers. A significant reduction in access to the necessarycash to operate our ATMs could have a material adverse impact on our operations and cash flows. 23 Table of ContentsWe rely on EFT network providers, transaction processors, bank sponsors, armored courier providers, andmaintenance providers to provide services to our ATMs. If some of these providers that service a significant number of ourATMs fail or otherwise cease, consolidate, or no longer agree to provide their services, we could suffer a temporary loss oftransaction revenues, incur significant costs or suffer the permanent loss of any contract with a merchant or financialinstitution affected by such disruption in service. We rely on EFT network providers and have agreements with various transaction processors, armored courier providers,and maintenance providers. These service providers enable us to provide card authorization, data capture, settlement, cashmanagement and delivery, and maintenance services to our ATMs. Typically, these agreements are for periods of two or threeyears each. If we are unable to secure the renewal or replacement of any expiring vendor contracts, or a key vendor fails orotherwise ceases to provide the services for which we have contracted and disruption of service to our ATMs occurs, ourrelationship with those merchants and financial institutions affected by the disrupted ATM service could suffer. While we have more than one provider for each of the critical services that we rely on third-parties to perform, certain ofthese providers currently provide services to or for a significant number of our ATMs. Although we believe we would be ableto transition these services to alternative service providers, this could be a time-consuming and costly process. In the eventone or more of such service providers was unable to deliver services to us, we could suffer a significant disruption in ourbusiness, which could result in a material adverse impact to our financial results. Furthermore, any disruptions in service inany of our markets, whether caused by us or by third-party providers, may result in a loss of revenues under certain of ourcontractual arrangements that contain minimum service-level requirements and could result in a material adverse impact onour operations and cash flows. If we, our transaction processors, our EFT networks or other service providers experience system failures, the productsand services we provide could be delayed or interrupted, which would harm our business. Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our EFTtransaction processing platforms, third-party transaction processors, telecommunications network systems, and other serviceproviders. Accordingly, any significant interruptions could severely harm our business and reputation and result in a loss ofrevenues and profits. Additionally, if any interruption is caused by us, especially in those situations in which we serve as theprimary transaction processor, such interruption could result in the loss of the affected merchants and financial institutions,or damage our relationships with them. Our systems and operations and those of our transaction processors and our EFTnetwork and other service providers could be exposed to damage or interruption from fire, natural disaster, unlawful acts,terrorist attacks, power loss, telecommunications failure, unauthorized entry, and computer viruses, among other things. Wecannot be certain that any measures we and our service providers have taken to prevent system failures will be successful orthat we will not experience service interruptions. Should a significant system failure occur, it could have a material adverseimpact on our operations and cash flows. Our armored transport business exposes us to additional risks beyond those currently experienced by us in theownership and operation of ATMs. Our armored courier operation in the U.K. delivers cash to and collects residual cash from our ATMs in that market. As ofDecember 31, 2017, we were providing armored courier services to approximately 14,900 of our ATMs in that market and wecurrently intend to further expand that operation to service additional ATMs. The armored transport business exposes us tosignificant risks, including the potential for cash-in-transit losses, employee theft, as well as claims for personal injury,wrongful death, worker’s compensation, punitive damages, and general liability. While we seek to prevent the occurrence ofthese risks and we maintain appropriate levels of insurance to adequately protect us from these risks, there can be noassurance that we will avoid significant future claims or adverse publicity related thereto. Furthermore, there can be noassurance that our insurance coverage will be adequate to cover potential liabilities or that insurance coverage will remainavailable at costs that are acceptable to us. The availability of quality and reliable insurance coverage is an important factorin our ability to successfully operate this aspect of our operations. A loss claim for which insurance coverage is denied or thatis in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results ofoperations and cash flows. 24 Table of ContentsOperational failures in our EFT transaction processing facilities could harm our business and our relationships withour merchant and financial institution customers. An operational failure in our EFT transaction processing facilities could harm our business and damage our relationshipswith our merchant and financial institution customers. Damage, destruction, or third-party actions that interrupt ourtransaction processing services could also cause us to incur substantial additional expense to repair or replace damagedequipment and could damage our relationship with our customers. We have installed back-up systems and procedures toprevent or react to such disruptions. However, a prolonged interruption of our services or network that extends for more thanseveral hours (i.e., where our backup systems are not able to recover) could result in data loss or a reduction in revenues asour ATMs would be unable to process transactions. In addition, a significant interruption of service could have a negativeimpact on our reputation and could cause our present and potential merchant and financial institution customers to choosealternative service providers, as well as subject us to fines or penalties related to contractual service agreements andultimately cause a material adverse impact on our operations and cash flows. If we fail to adapt our products and services to changes in technology or in the marketplace, or if our ongoing effortsto upgrade our technology are not successful, we could lose customers or have difficulty attracting new customers, whichwould adversely impact our revenues and our operations. The markets for our products and services are characterized by constant technological changes, frequent introductions ofnew products and services and evolving industry standards. Due to a variety of factors, including but not limited to securityfeatures, compatibility between systems and software and hardware components, consumer preferences, industry standards,and other factors, we regularly update the technology components, including software, on our ATMs. These technologyupgrade efforts, in some cases, may result in downtime to our ATMs, and as a result, loss of transactions and revenues.Additionally, our ability to enhance our current products and services and to develop and introduce innovative products andservices that address the increasingly sophisticated needs of our customers will significantly affect our future success. Ourability to take advantage of opportunities in the market may require us to invest considerable resources adapting ourorganization and capabilities to support development of products and systems that can support new services or be integratedwith new technologies and incur other expenses in advance of our ability to generate revenue from these products andservices. These developmental efforts may divert resources from other potential investments in our businesses, managementtime and attention from other matters, and these efforts may not lead to the development of new products or services on atimely basis. We may not be successful in developing, marketing or selling new products and services that meet thesechanging demands. In addition, we may experience difficulties that could delay or prevent the successful development,introduction or marketing of these products and services, or our new products and services and enhancements may notadequately meet the demands of the marketplace or achieve market acceptance. Recently, Microsoft announced a plan to end technology support and patches for a series of Windows-based operatingsystems, including Windows 7, which is currently in use on a large number of our ATMs. Microsoft has stated that it will endsupport for Windows 7, starting in January 2020. As a large number of our ATMs currently operate on Windows 7, we expectto upgrade our fleet, starting primarily in 2019. While we are currently in the process of evaluating the cost to upgrade theATMs that could be impacted, we expect that this cost could be significant to us and may elevate our capital expenditures, inparticular during 2019. Additionally, we could experience downtime at some of our ATMs as we perform upgrades, whichcould adversely impact revenues and profits. If we are unsuccessful in offering products or services that gain market acceptance, it could have an adverse impact onour ability to retain existing customers or attract new ones, which could have a material adverse effect on our revenues andour operations. 25 Table of ContentsErrors or omissions in the settlement of merchant funds could damage our relationships with our merchant customersand expose us to liability. We are responsible for maintaining accurate bank account information for certain of our merchant customers andaccurate settlements of funds into these accounts based on the underlying transaction activity. This process relies on preciseand authorized maintenance of electronic records. Although we have controls in place to help ensure the safety and accuracyof our records, errors or unauthorized changes to these records could result in the erroneous or fraudulent movement of funds,thus damaging our relationships with our merchant customers and exposing us to liability and potentially resulting in amaterial adverse impact on our operations and cash flows. Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilitiesand our vault cash rental costs. Interest on amounts borrowed under our revolving credit facility is based on a floating interest rate, and our vault cashrental expense is based primarily on floating interest rates. As a result, our interest expense and cash management costs aresensitive to changes in interest rates. We pay a monthly fee on the average outstanding vault cash balances in our ATMsunder floating rate formulas based on a spread above various LIBOR in the U.S., and the U.K. In Germany and Spain, the rateis based on the Euro Interbank Offered Rate (commonly referred to as “Euribor”). In Mexico, the rate is based on theInterbank Equilibrium Interest Rate (commonly referred to as the “TIIE”), in Canada, the rate is based on the Bank ofCanada’s Bankers Acceptance Rate and the Canadian prime rate, and in Australia, the formula is based on the Bank BillSwap Rates (“BBSY”). Although we currently hedge a portion of our vault cash interest rate risk related to our operations inthe U.S. through December 31, 2022 by using interest rate swap contracts, we may not be able to enter into similararrangements for similar amounts in the future. We have also entered into interest rate swap contracts in the U.K. throughDecember 31, 2022 and in Australia through February 2019 to hedge a portion of our vault cash interest rate risk in thosemarkets. Any significant future increases in interest rates could have a negative impact on our earnings and cash flow byincreasing our operating costs and expenses. For additional information, see Part II. Item 7A. Quantitative and QualitativeDisclosures About Market Risk - Interest Rate Risk. We maintain a significant amount of vault cash within our Company-owned ATMs, which is subject to potential lossdue to theft or other events, including natural disasters. For the quarter ended December 31, 2017, our average outstanding vault cash balance was approximately $3.9 billion inour ATMs. Any loss of vault cash from our ATMs is generally our responsibility. We typically require that our serviceproviders, who either transport the vault cash or otherwise have access to the ATM safe, maintain adequate insurancecoverage in the event cash losses occur as a result of theft, misconduct, or negligence on the part of such providers. Cashlosses at the ATM occur in a variety of ways, such as natural disaster (hurricanes, flooding, tornadoes, etc.), fires, vandalism,and physical removal of the entire ATM, defeating the interior safe or by compromising the ATM’s technology components.Because our ATMs are often installed at retail sites, they face exposure to attempts of theft and vandalism. Thefts of vaultcash may be the result of an individual acting alone or as a part of a crime group. We have experienced theft of vault cashfrom our ATMs across the geographic regions in which we operate and have at times removed ATMs from service to enhancesecurity features. While we maintain insurance policies to cover a significant portion of any losses that may occur that are notcovered by the insurance policies maintained by our service providers, such insurance coverage is subject to deductibles,exclusions, and limitations that may leave us bearing some or all of those losses. Significant vault cash losses could result ina material adverse impact on our operations and cash flows. Any increase in the frequency and/or amounts of theft and other losses could negatively impact our operating results bycausing higher deductible payments and increased insurance premiums. Certain ATM types have recently been susceptibleto coordinated ATM attacks, known as ‘jackpotting’, which generally involves a physical compromise of the ATM whichcauses the ATM to dispense cash without proper authorization and can be controlled remotely in certain types of theseattacks. While we maintain a controls program across many fronts to prevent and quickly detect unauthorized ATM accessand theft attempts, there can be no assurance that a significant jackpotting attack attempt could occur on our portfolio.Additionally, we have seen an increase in attacks and vault cash losses in our U.K. business, in particular. Should these lossescontinue at an elevated or increasing rate, it could adversely impact our results and impact our ability to obtain insurance forthe vault cash used on our ATMs. Also, damage sustained to our merchant customers’ store locations in26 Table of Contentsconnection with any ATM-related thefts, if extensive and frequent enough in nature, could negatively impact ourrelationships with those merchants and impair our ability to deploy additional ATMs in those existing or new locations ofthose merchants. Certain merchants have requested, and could request in the future, that we remove ATMs from storelocations that have suffered damage as a result of ATM-related thefts, thus negatively impacting our financial results. Finally,we have in the past, and may in the future, voluntarily remove vault cash from certain ATMs on a temporary or permanentbasis to mitigate further losses arising from theft or vandalism. Depending on the magnitude and duration of any cashremoval, our revenues and profits could be materially and adversely affected. The election of our merchant customers to not participate in our surcharge-free network offerings could impact theeffectiveness of our offerings, which would negatively impact our financial results. Financial institutions that are members of the Allpoint network pay a fee in exchange for allowing their cardholders touse selected Company-owned and/or managed ATMs on a surcharge-free basis. The success of the Allpoint network isdependent upon the participation by our merchant customers in that network. In the event a significant number of ourmerchants elect not to participate in that network, the benefits and effectiveness of the network would be diminished, thuspotentially causing some of the participating financial institutions to not renew their agreements with us, and therebynegatively impacting our financial results. We may be unable to effectively integrate our future acquisitions, which could increase our cost of operations, reduceour profitability, or reduce our shareholder value. We have been an active business acquirer and expect to continue to be active in the future. The acquisition andintegration of businesses involves a number of risks. The core risks are in the areas of valuation (negotiating a fair price forthe business based on inherently limited due diligence) and integration (managing the complex process of integrating theacquired company’s personnel, products, processes, technology, and other assets so as to realize the projected value of theacquired company and the synergies projected to be realized in connection with the acquisition). The process of integrating operations is time consuming and could cause an interruption of, or loss of momentum in, theactivities of one or more of our combined businesses and the possible loss of key personnel. The diversion of management’sattention from day-to-day operations, any delays or difficulties encountered in connection with acquisitions, and theintegration of the companies’ operations could have an adverse effect on our business, results of operations, financialcondition or prospects. The difficulties of integration may be increased by the necessity of coordinating geographicallydispersed organizations, integrating personnel with disparate business backgrounds, and combining different corporatecultures. Further, if we cannot successfully integrate an acquired company’s internal control over financial reporting, thereliability of our consolidated financial statements may be impaired and we may not be able to meet our reportingobligations under applicable law. Any such impairment or failure could cause investor confidence and, in turn, the marketprice of our common shares, to be materially adversely affected. In addition, even if we are able to integrate acquired businesses successfully, we may not realize the full benefits of thecost efficiency or synergies, or other benefits that we anticipated when selecting our acquisition candidates or that thesebenefits will be achieved within a reasonable period of time. We may be required to invest significant capital and resourcesafter an acquisition to maintain or grow the business that we acquire. Further, acquired businesses may not achieveanticipated revenues, earnings, or cash flows. Any shortfall in anticipated revenues, earnings, or cash flows could require usto write down the carrying value of the intangible assets associated with any acquired company, which would adverselyaffect our reported earnings. Since we were incorporated as Cardtronics Group, Inc. in 2001, we have acquired numerous ATM businesses, asurcharge-free ATM network, a technology product offering that complements our surcharge-free offering, an ATMinstallation company in the U.K., a Scotland-based provider and developer of marketing and advertising software andservices for ATM owners, a U.K.-based provider of secure cash logistics and ATM maintenance, and a transaction processorin the U.S. We have made acquisitions to obtain the assets of deployed ATM networks and the related businesses and theirinfrastructure, as well as for strategic reasons to enhance the capability of our ATMs and expand our service offerings. Wecurrently anticipate that our future acquisitions, if any, will likely reflect a mix of asset acquisitions and acquisitions ofbusinesses, with each acquisition having its own set of unique characteristics. In the future, we may acquire27 Table of Contentsbusinesses outside of our traditional areas, which could introduce new risks and uncertainties. To the extent that we elect toacquire an existing company or the operations, technology, and the personnel of the company, we may assume some or all ofthe liabilities associated with the acquired company and face new and added challenges integrating such acquisition into ouroperations. On January 6, 2017, we completed the acquisition of DCPayments with significant operations in Canada, Australia, NewZealand, and the U.K. As further discussed in Part I. Financial Information, Item I. Financial Statements, Note 1. Basis ofPresentation and Summary of Significant Accounting – (l) Intangibles Other and Goodwill, and (m) Goodwill, we recorded amaterial impairment related to the Australia operation as a result of an unexpected change in the market. The failure to successfully implement enterprise resource planning (“ERP”) and other associated information systemschanges could adversely impact our business and results of operations. The Company is in the process of implementing new enterprise resource planning and related information systems inorder to better manage its business. This implementation requires the commitment of significant personnel and financialresources, and entails risks to business operations. If we do not successfully implement our new ERP and related informationsystems changes, or if there are delays or difficulties in implementing these systems, we may not realize anticipatedproductivity improvements or cost efficiencies, and may experience interruptions in service and other operational difficultiesthat hinder our ability to effectively manage our business. If we do not complete the implementation of the ERP timely andsuccessfully, we may incur additional costs associated with completing this project, delaying its benefits and adverselyimpacting our financial condition and results of operations. We operate in many sovereign jurisdictions across the globe and expect to continue to grow our business in newregions. Operating in different countries involves special risks and our geographic expansion may not be successful, whichwould result in a reduction of our gross and net profits. Upon completion of the DCPayments acquisition on January 6, 2017 and the Spark acquisition on January 31, 2017, wehave operations in the U.S., the U.K., Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand, and South Africa.We expect to continue to expand in the countries in which we currently operate, and potentially into other countries asopportunities arise. We currently report our consolidated results in U.S. dollars and under generally accepted accountingprinciples in the U.S. (“U.S. GAAP” or “GAAP”) and expect to do so for the foreseeable future. Operating in various distinctjurisdictions presents a number of risks, including: ·exposure to currency fluctuations, including the risk that our future reported operating results could be negativelyimpacted by unfavorable movements in the functional currencies of our international operations relative to the U.S.dollar, which represents our consolidated reporting currency;·the imposition of exchange controls, which could impair our ability to freely move cash;·difficulties in complying with the different laws and regulations in each country and jurisdiction in which weoperate, including unique labor and reporting laws and restrictions on the collection, management, aggregation, anduse of information;·unexpected changes in laws, regulations, and policies of governments or other regulatory bodies, including changesthat could potentially disallow surcharging or that could result in a reduction in the amount of interchange or othertransaction-based fees that we receive;·unanticipated political and social instability that may be experienced;·rising crime rates in certain of the areas we operate in, including increased incidents of crimes on our ATMs andagainst store personnel where our ATMs are located;·difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in thosecountries in which we operate;·decreased ATM usage related to decreased travel and tourism in the markets that we operate in;·exposure to corruption in jurisdictions where we operate; and·potential adverse tax consequences, including restrictions on the repatriation of foreign earnings. 28 Table of ContentsAny of these factors could have a material adverse impact on us and reduce the revenues and profitability derived fromour international operations and thereby adversely impact our consolidated operations and cash flows. The exit of the U.K. from the European Union could adversely affect us and our shareholders. On March 29, 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union, whichcommenced the process for the U.K. to exit the European Union. As a significant portion of our operations are located in theU.K. and our parent company is incorporated in the U.K., we face potential risks associated with the exit process and effectsand uncertainties around its implementation. The exit process is to be completed over a two-year time period during whichthe U.K. and the remaining E.U. member states will negotiate a withdrawal agreement. As it relates to our redomicile into theU.K., the exit process from the E.U. and implementation of the resulting changes could materially and adversely affect thetax, tax treaty, currency, operational, legal, and regulatory regime as well as the macro-economic environment in which weoperate. In relation to our other European operations and businesses, we face similar risks. The effect of any of these risks,were they to materialize, is difficult to quantify, but could materially increase our operating and compliance costs andmaterially affect our tax position or business, results of operations, and financial position. Further, uncertainty around theform and timing of any withdrawal agreement could lead to adverse effects on the economy of the U.K., other parts of Europe,and the rest of the world, which could have an adverse economic impact on our operations. We derive a significant portion of our revenues and profits from bank-branding relationships with financialinstitutions. A decline in these revenues as a result of changes in financial institution demand for this service may have asignificant negative impact to our results. Bank-branding drives a significant portion of our revenues, and if this product offering were to become less attractive tofinancial institutions whereby we lost a significant amount of existing contracts, it could have a material impact on ourrevenues and profits. In addition, consolidations within the banking industry may impact our bank-branding relationships asexisting bank-branding customers are acquired by other financial institutions, some of which may not be existing bank-branding customers. Our bank-branding contracts could be adversely affected by such consolidations. If we experience additional impairments of our goodwill or other intangible assets, we will be required to record acharge to earnings, which may be significant. We have a large amount of goodwill and other intangible assets and are required to perform periodic assessments for anypossible impairment for accounting purposes. We periodically evaluate the recoverability and the amortization period of ourintangible assets under U.S. GAAP. Some of the factors that we consider to be important in assessing whether or notimpairment exists include the performance of the related assets relative to the expected historical or projected futureoperating results, significant changes in the manner of our use of the assets or the strategy for our overall business, andsignificant negative industry or economic trends. These factors and assumptions, and any changes in them, could result in animpairment of our goodwill and other intangible assets. During September 2017, we recognized impairments of our goodwill, other intangible assets and other long-lived assetsof $140.0 million, $54.5 million, and $19.0 million, respectively, in our Australia & New Zealand reporting unit. We alsorecognized charges of $2.5 million related to inventory in our Australia and New Zealand reporting unit. See the risk factorentitled The introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits above foradditional information regarding the market changes that resulted in this impairment. As of December 31, 2017 we hadgoodwill and other intangible assets of $774.9 million and $209.9 million, respectively, of which $12.7 million of goodwilland $29.5 million of other intangible assets, respectively, were held by our Australia & New Zealand reporting unit. In the event we determine our goodwill or amortizable intangible assets are further impaired in the future, we may berequired to record a significant charge to earnings in our consolidated financial statements, which would negatively impactour results of operations and that impact could be material.29 Table of Contents We may accumulate excess or obsolete inventory or assets that cannot be used or re-deployed, which could result inunanticipated write-downs and adversely affect our financial results. As a result of the 2017 EMV upgrade and the loss of our largest customer 7-Eleven, which occurred mostly during thelast five months of 2017, we now have a substantial number of ATMs, approximately 5,000, as of December 31, 2017, thatare not currently in service, yet have remaining net carrying value. To the extent we are not able to re-deploy the assets, wemay in future periods incur write-downs of these and other assets which could materially, adversely affect our business,results of operations, and stockholders’ equity. We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate ourbusiness, remain in compliance with debt covenants, and make payments on our indebtedness. As of December 31, 2017, our outstanding indebtedness was $917.7 million, which represents 70.2% of our total bookcapitalization of $1.3 billion. Our indebtedness could have important consequences. For example, it could: ·make it difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with theobligations of any of our debt instruments, including financial and other restrictive covenants, could result in anevent of default under the indentures governing our senior subordinated notes and the agreements governing ourother indebtedness;·require us to dedicate a substantial portion of our cash flow in the future to pay principal and interest on our debt,which will reduce the funds available for working capital, capital expenditures, acquisitions, and other generalcorporate purposes;·limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;·make us more vulnerable to adverse changes in general economic, industry and competitive conditions, and adversechanges in government regulation; and·limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt servicerequirements, execution of our growth strategy, research and development costs, or other purposes. Any of these factors could materially and adversely affect our business, results of operations, and cash flows. We cannotassure shareholders that our business will generate sufficient cash flow from operations or that future borrowings, includingthose under our credit facilities, will be available in an amount sufficient to pay our indebtedness. If we do not havesufficient earnings or capital resources to service our debt, we may be required to refinance all or part of our existing debt,sell assets, borrow more money, delay investment and capital expenditures, or sell equity or debt securities, none of which wecan guarantee we will be able to do on commercially reasonable terms or at all. The terms of our credit agreement and the indentures governing our senior notes may restrict our current and futureoperations, particularly our ability to respond to changes in our business or to take certain actions. Our credit agreement and the indentures governing our senior notes include a number of covenants that, among otheritems, restrict or limit our ability to: ·sell or transfer property or assets;·pay dividends on or redeem or repurchase shares;·merge into or consolidate with any third-party;·create, incur, assume, or guarantee additional indebtedness;·create certain liens;·make investments;·engage in transactions with affiliates;·issue or sell preferred shares of restricted subsidiaries; and·enter into sale and leaseback transactions. In addition, we are required by our credit agreement to adhere to certain covenants and maintain specified financialratios. While we currently have the ability to borrow the full amount available under our credit agreement, as a result of30 Table of Contentsthese ratios, we may be limited in the manner in which we conduct our business in the future and may be unable to engage infavorable business activities or finance our future operations or capital needs. Accordingly, these restrictions may limit ourability to successfully operate our business and prevent us from fulfilling our debt obligations. A failure to comply with thecovenants or financial ratios could result in an event of default. In the event of a default under our credit agreement, thelenders could exercise a number of remedies, some of which could result in an event of default under the indenturesgoverning the senior notes. An acceleration of indebtedness under our credit agreement would also likely result in an eventof default under the terms of any other financing arrangement we have outstanding at the time. If any or all of our debt wereto be accelerated, we cannot assure shareholders that our assets would be sufficient to repay our indebtedness in full. If we areunable to repay any amounts outstanding under our bank credit facility when due, the lenders will have the right to proceedagainst the collateral securing our indebtedness. Such actions could have a material adverse impact on our operations andcash flows. For additional information related to our credit agreement and indentures, see Part II. Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - FinancingFacilities. The fundamental change and make-whole fundamental change provisions associated with our $250.0 million of1.00% Convertible Senior Notes due December 2020 (“Convertible Notes”) may delay or prevent an otherwise beneficialtakeover attempt of us. The fundamental change purchase rights, which will allow holders of our Convertible Notes to require us to purchase allor a portion of their notes upon the occurrence of a fundamental change, and the provisions requiring an increase to theconversion rate for conversions in connection with certain other circumstances may delay or prevent a takeover of us or theremoval of current management that might otherwise be beneficial to investors. We may not have the ability to raise the funds necessary to pay the amount of cash due upon conversion of theConvertible Notes, if relevant, or upon the occurrence of a fundamental change as described in our convertible indentures,and our debt may contain limitations on our ability to pay cash upon conversion or required purchase of the ConvertibleNotes. Upon the occurrence of a fundamental change, holders of our Convertible Notes may require us to purchase, for cash, allor a portion of their Convertible Notes at a fundamental change purchase consideration specified within the convertible noteindentures. There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing, topay the fundamental change purchase consideration if holders submit their Convertible Notes for purchase by us upon theoccurrence of a fundamental change or to pay the amount of cash (if any) due if holders surrender their Convertible Notes forconversion. In addition, the occurrence of a fundamental change may cause an event of default under agreements governingus or our subsidiaries’ indebtedness. Agreements governing any future debt may also restrict our ability to make any of therequired cash payments even if we have sufficient funds to make them. Furthermore, our ability to purchase the ConvertibleNotes or to pay cash (if any) due upon the conversion of the Convertible Notes may be limited by law or regulatory authority.In addition, if we fail to purchase the Convertible Notes or to pay the amount of cash (if any) due upon conversion of theConvertible Notes, we will be in default under the indenture. A default under the indenture or the fundamental change itselfcould also lead to a default under agreements governing our other indebtedness, which in turn may result in the accelerationof other indebtedness we may then have. If the repayment of the other indebtedness were to be accelerated, we may not havesufficient funds to repay that indebtedness and to purchase the Convertible Notes or to pay the amount of cash (if any) dueupon conversion. Noncompliance with established EFT network rules and regulations could expose us to fines and penalties and couldnegatively impact our results of operations. Additionally, new EFT network rules and regulations could require us toexpend significant amounts of capital to remain in compliance with such rules and regulations. Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provideaccount balances. These networks include Star, Pulse, NYCE, Cirrus (MasterCard), and Plus (Visa) in the U.S., and LINK inthe U.K., among other networks. We utilize various other EFT networks in our other geographic locations. EFT networks setthe interchange fees that they charge to the financial institutions, as well as the amounts paid to us. Additionally, EFTnetworks, including MasterCard and Visa, establish rules and regulations that ATM providers, including ourselves, mustcomply with in order for member cardholders to use those ATMs. Failure to comply with such rules and regulations could31 Table of Contentsexpose us to penalties and/or fines, which could negatively impact our financial results. Furthermore, compliance may incertain instances require capital expenditure. The payment networks rules and regulations are generally subject to changeand they may modify their rules and regulations from time to time. Our inability to react to changes in the rules andregulations or the interruption or application thereof, may result in the substantial disruption of our business. In October 2016, MasterCard commenced a liability shift for U.S. ATM transactions on EMV-issued cards used at non-EMV compliant ATMs in the U.S. Visa commenced a liability shift starting in October 2017 for all transaction types on allEMV-issued cards in the U.S. We have upgraded nearly all of our U.S. Company-owned ATMs to deploy additional softwareto enable additional functionality, enhance security features, and enable the EMV security standard. Due to the significantoperational challenges of enabling EMV and other hardware and software enhancements across the majority of our U.S.ATMs, which comprises many types and models of ATMs, together with potential compatibility issues with variousprocessing platforms, we experienced increased downtime at our U.S. ATMs during the first part of 2017. As a result of thisdowntime, we suffered lost revenues and incurred penalties with certain of our contracts during the first part of 2017. Wehave also incurred increased charges from networks associated with actual or potentially fraudulent transactions, as we wereliable for fraudulent transactions on the MasterCard and Visa networks and other networks that have adopted the EMVsecurity standard if our ATM was not EMV compliant at the time of the transaction, and any fraudulent transactions wereprocessed. As of the date of this filing, all of our ATMs that we intend to upgrade and continue to operate were EMVcompliant. Noncompliance with the EMV standard or other network rules could have a material adverse impact on ouroperations and cash flows. The majority of the electronic debit networks over which our transactions are conducted require sponsorship by abank, and the loss of any of our sponsors and our inability to find a replacement may cause disruptions to our operations. In each of the geographic segments in which we operate, bank sponsorship is required in order to process transactionsover certain networks. In all of our markets, our ATMs are connected to financial transaction switching networks operated byorganizations such as Visa and MasterCard. The rules governing these switching networks require any company sendingtransactions through these switches to be a bank or a technical service processor that is approved and monitored by a bank.As a result, the operation of our ATM network in all of our markets depends on our ability to secure these “sponsor”arrangements with financial institutions. In the U.S., our largest geographic segment by revenues, bank sponsorship isrequired on the significant majority of our transactions and we rely on our sponsor banks for access to the applicablenetworks. In the U.K., only international transactions require bank sponsorship. In Mexico, all ATM transactions requirebank sponsorship, which is currently provided by our banking partners in the country. In Canada, Germany, and Spain, banksponsorships are also required and are obtained through our relationships with third-party processors. If our current sponsorbanks decide to no longer provide this service, or are no longer financially capable of providing this service as may bedetermined by certain networks, it may be difficult to find an adequate replacement at a cost similar to what we incur today,or potentially, we could incur a temporary service disruption for certain transactions in the event we lose or do not retainbank sponsorship, which may negatively impact our profitability and may prevent us from doing business in that market. If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could beadversely affected. We are dependent upon the ability and experience of a number of key personnel who have substantial experience withour operations, the rapidly changing automated consumer financial services industry, and the geographical segments inwhich we operate. It is possible that the loss of the services of one or a combination of several of our senior executives wouldhave an adverse effect on our operations, if we are not able to find suitable replacements for such persons in a timely manner.Unexpected turnover in key leadership positions within the Company may adversely impact our ability to manage theCompany efficiently and effectively, could be disruptive and distracting to management and may lead to additionaldepartures of existing personnel, any of which could adversely impact our business. Any adverse change in our reputation,whether as a result of decreases in revenue or a decline in the market price of our common shares, could affect our ability tomotivate and retain our existing employees and recruit new employees. Our success also depends on our ability to continueto attract, manage, motivate and retain other qualified management, as well as technical and operational personnel32 Table of Contentsas we grow. We may not be able to continue to attract and retain such personnel in the future, which could adversely impactour business. We are subject to laws and regulations across many jurisdictions, changes to which could increase our costs andindividually or in the aggregate adversely affect our business. We conduct business in many countries. As a result, we are subject to laws and regulations which affect our operations ina number of areas. Laws and regulations affect our business in many ways including, but not limited to, areas of labor,advertising, consumer protection, real estate, billing, e-commerce, promotions, quality of services, intellectual propertyownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cashrepatriation restrictions, data privacy requirements, anti-competition, small-business protection, environmental, health, andsafety. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may beinconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs,which may rise in the future as a result of changes in these laws and regulations or in their interpretation could have amaterial adverse effect on our business, financial condition and results of operations. We have implemented policies andprocedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that ouremployees, contractors, or agents will not violate such laws and regulations or our policies and procedures. Changes in tax laws, regulations and interpretations or challenges to our tax positions could adversely effect ourbusiness. We are a large corporation with operations in the U.K., U.S. and numerous other jurisdictions around the world. As such,we are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various otherjurisdictions. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Asthe tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operatecould result in an unfavorable change in our overall tax provision. From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overalltax liability. For example, the recent U.S. tax legislation enacted on December 22, 2017 represents a significant overhaul ofthe U.S. federal tax code. This tax legislation significantly reduced the U.S. statutory corporate tax rate and made otherchanges that could have a favorable impact on our overall U.S. federal tax liability in a given period. However, the taxlegislation also included a number of provisions, including, but not limited to, the limitation or elimination of variousdeductions or credits (including for interest expense and for performance-based compensation under Section 162(m)), theimposition of taxes on certain cross-border payments or transfers, the changing of the timing of the recognition of certainincome and deductions or their character, and the limitation of asset basis under certain circumstances, that could significantand adversely affect our U.S. federal income tax position. The legislation also made significant changes to the tax rulesapplicable to insurance companies and other entities with which we do business. We are continuing to evaluate the overallimpact of this tax legislation on our operations and U.S. federal income tax position. There can be no assurance that changesin tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, will not materially andadversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in taxlaws and regulations that impact our customers and counterparties or the economy generally may also impact our financialcondition and results of operations. In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure tocomply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties andliabilities. Any changes in enacted tax laws (such as the recent U.S. tax legislation), rules or regulatory or judicialinterpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncementsrelating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financialcondition and results of operations.33 Table of Contents We operate in several jurisdictions and we could be adversely affected by violations of the U.S. Foreign CorruptPractices Act and other similar anti-corruption laws. Our business operations in countries outside the U.S. are subject to anti-corruption laws and regulations, includingrestrictions imposed by the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in otherjurisdictions, such as the U.K. Bribery Act, generally prohibit companies and their intermediaries from paying or promisingto pay government officials, political parties, or political party officials for the purpose of obtaining, retaining, influencing,or directing business. We operate in parts of the world that have experienced governmental corruption to some degree and, incertain circumstances, compliance with anti-corruption laws may conflict with local customs and practices. Our employees and agents may interact with government officials on our behalf, including interactions necessary toobtain licenses and other regulatory approvals necessary to operate our business, import or export equipment and resolve taxdisputes. These interactions create a risk that actions may occur that could violate the FCPA or other similar laws. Although we have implemented policies and procedures designed to ensure compliance with local laws and regulationsas well as U.S. laws and regulations, including the FCPA, there can be no assurance that all of our employees, consultants,contractors and agents will abide by our policies. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in international jurisdictions, either due to our own acts or out of inadvertence, or due to the acts orinadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on ourbusiness, results of operations, financial condition, and cash flows. If we are unable to adequately protect our intellectual property, we may lose a valuable competitive advantage or beforced to incur costly litigation to protect our rights. Additionally, if we face claims of infringement we may be forced toincur costly litigation. Our success depends, in part, on developing and protecting our intellectual property. We rely on copyright, patent,trademark and trade secret laws to protect our intellectual property. We also rely on other confidentiality and contractualagreements and arrangements with our employees, affiliates, business partners and customers to establish and protect ourintellectual property and similar proprietary rights. While we expect these agreements and arrangements to be honored, wecannot assure shareholders that they will be and, despite our efforts, our trade secrets and proprietary know-how couldbecome known to, or independently developed by, competitors. Agreements entered into for that purpose may not beenforceable or provide us with an adequate remedy. Effective patent, trademark, service mark, copyright and trade secretprotection may not be available in every country in which our applications and services are made available. Any litigationrelating to the defense of our intellectual property, whether successful or unsuccessful, could result in substantial costs to usand potentially cause a diversion of our resources. In addition, we may face claims of infringement that could interfere with our ability to use technology or otherintellectual property rights that are material to our business operations. We may expose ourselves to additional liability if weagree to indemnify our customers against third party infringement claims. If the owner of intellectual property establishesthat we are, or a customer which we are obligated to indemnify is, infringing its intellectual property rights, we may be forcedto change our products or services, and such changes may be expensive or impractical, or we may need to seek royalty orlicense agreements from the owner of such rights. In the event a claim of infringement against us is successful, we may berequired to pay royalties to use technology or other intellectual property rights that we had been using, or we may berequired to enter into a license agreement and pay license fees, or we may be required to stop using the technology or otherintellectual property rights that we had been using. We may be unable to obtain necessary licenses from third parties at areasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful or unsuccessful, couldresult in substantial costs to us and potentially cause a diversion of our resources. We are subject to business cycles, seasonality, and other outside factors that may negatively affect our business. Our overall business is subject to seasonal variations. Transaction volumes at our ATMs located in regions affected bystrong winter weather patterns typically experience declines in volume during those months as a result of decreases in theamount of consumer traffic through such locations. With the majority of our ATMs located in the northern hemisphere,34 Table of Contentswe expect to see slightly higher transactions in the warmer summer months from May through August, which are also aidedby increased vacation and holiday travel. As a result of these seasonal variations, our quarterly operating results mayfluctuate and could lead to volatility in the price of our shares. In addition, a recessionary economic environment couldreduce the level of transactions taking place on our networks, which could have a material adverse impact on our operationsand cash flows. Cardtronics plc may be treated as a U.S. corporation for U.S. federal income tax purposes and could be liable forsubstantial additional U.S. federal income taxes in the event our redomicile to the U.K. is successfully challenged by theU.S. Internal Revenue Service (“IRS”). For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of itsincorporation or organization. Because Cardtronics plc is incorporated under English law, it should be considered a U.K., andnot a U.S., tax resident under these general rules. However, Section 7874 of the Code provides that a corporation organizedoutside the U.S. that acquires substantially all of the assets of a corporation organized in the U.S. (including through amerger) will be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes if (i) theshareholders of the acquired U.S. corporation own at least 80% (of either the voting power or value) of the share of theacquiring foreign corporation after the acquisition and (ii) the acquiring foreign corporation’s “expanded affiliated group”does not have substantial business activities in the country in which the acquiring foreign corporation is organized relativeto the expanded affiliated group’s worldwide activities (“substantial business activities” or the “SBA Test”). Pursuant to theRedomicile Transaction, Cardtronics plc indirectly acquired all of Cardtronics Delaware’s assets, and Cardtronics Delawareshareholders held 100% of the value of Cardtronics plc by virtue of their prior share ownership of Cardtronics Delawareimmediately after the Redomicile Transaction. As a result, the Cardtronics plc expanded affiliated group (which includesCardtronics Delaware and its subsidiaries) must have had substantial business activities in the U.K. for Cardtronics plc toavoid being treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. In order forthe Cardtronics plc expanded affiliated group to have satisfied the SBA Test, at least 25% of the employees (by headcountand compensation), assets, and gross income of such group must have been based, located, and derived, respectively, in theU.K. as of the dates and for relevant periods under the Code sections. Cardtronics plc believes it fully satisfied the SBA Test and performed rigorous analysis to support this conclusion.However, the application of Section 7874 of the Code is not entirely clear in all situations, and while we believe the SBATest was fully satisfied, there is no assurance that the IRS or a court will agree. Furthermore, there have been legislativeproposals to expand the scope of U.S. corporate tax residence and there could be changes to the Code (including Section7874 of the Code) or the U.S. Treasury Regulations that could result in Cardtronics plc being treated as a U.S. corporation orotherwise have adverse consequences. Such statutory or regulatory provisions could have retroactive application. If it were determined that Cardtronics plc should be taxed as a U.S. corporation for U.S. federal income tax purposes,Cardtronics plc could be liable for substantial additional U.S. federal income taxes. Additionally, the U.K. could continue totax Cardtronics plc as a U.K. tax resident for U.K. tax purposes, and thus Cardtronics plc and its shareholders could be subjectto taxation in both the U.S. and the U.K. Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect ourability to maintain our current market position or expand. Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety offactors, many of which are beyond our control, including the following: ·changes in general economic conditions and specific market conditions in the ATM and financial servicesindustries;·changes in payment trends and offerings in the markets in which we operate;·changes in consumers’ preferences for cash as a payment vehicle;·competition from other companies providing the same or similar services that we offer;·changes in the mix of our retail partners;·the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion ofsales, marketing, and operations, including as a result of acquisitions, if any;35 Table of Contents·changes implemented by networks and how they determine interchange rates;·the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill,intangible assets, or long-lived assets;·changes in the general level of interest rates in the markets in which we operate;·changes in inflation or how key vendors and suppliers price their services to us;·changes in regulatory requirements associated with the ATM and financial services industries;·changes in the mix of our current services;·changes in the financial condition and credit risk of our customers;·any adverse results in litigation by us or by others against us;·our inability to make payments on our outstanding indebtedness as they become due;·our failure to successfully enter new markets or the failure of new markets to develop in the time and manner weanticipate;·acquisitions, strategic alliances, or joint ventures involving us, our customers, vendors, or our competitors;·terrorist acts, theft, vandalism, fires, floods, or other natural disasters;·additions or departures of key personnel;·changes in the financial condition and operational execution of our key vendors and service providers;·changes in tax rates or tax policies in the jurisdictions in which we operate; and·exposure to currency fluctuations, including the risk that our future reported operating results could be negativelyimpacted by unfavorable movements in the functional currencies of our international operations relative to the U.S.dollar, which represents our consolidated reporting currency. Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financialcondition. Although we have experienced revenue growth in recent years, this growth rate is not necessarily indicative offuture operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect topersonnel expenses, depreciation and amortization expenses, and interest expense. Therefore, our results of operations areparticularly sensitive to fluctuations in revenues. Additionally, beginning in July 2017, the loss of our largest customer, 7-Eleven in the U.S., has had and will most likely continue to have, a significant negative impact on our income fromoperations and cash flows. As such, comparisons to prior periods should not be relied upon as indications of our futureperformance. Risks associated with our common shares We may issue additional common shares or instruments convertible into common shares, which may materially andadversely affect the market price of our common shares and the trading price of our Convertible Notes. We may conduct future offerings of our common shares or other securities convertible into our common shares to fundacquisitions, finance operations or for general corporate purposes. In addition, we may elect to settle the conversion of ouroutstanding Convertible Notes in common shares, and we may also issue common shares under our equity awards programs.The market price of our common shares or the trading price of the Convertible Notes could decrease significantly if weconduct such future offerings, if any of our existing shareholders sells a substantial amount of our common shares or if themarket perceives that such offerings or sales may occur. Moreover, any issuance of additional common shares will dilute theownership interest of our existing common shareholders, and may adversely affect the ability of holders of our ConvertibleNotes to participate in any appreciation of our common shares. The accounting method for convertible debt securities that may be settled in cash could have a material effect on ourreported financial results. Under U.S. GAAP, an entity must separately account for the debt component and the embedded conversion option ofconvertible debt instruments that may be settled entirely or partially in cash upon conversion, such as our Convertible Notes,in a manner that reflects the issuer’s economic interest cost. The effect of the accounting treatment for such instruments is thatthe value of such embedded conversion option is treated as an original issue discount for purposes of accounting for the debtcomponent of the Convertible Notes, and that original issue discount is amortized into interest expense over the term of theConvertible Notes using an effective yield method. As a result, we are required to record non-36 Table of Contentscash interest expense as a result of the amortization of the effective original issue discount to the Convertible Notes’ faceamount over the term of the notes. Accordingly, we report lower net income in our financial results because of therecognition of both the current period’s amortization of the debt discount and the Convertible Notes’ coupon interest. Under certain circumstances, convertible debt instruments that may be settled entirely or partially in cash are evaluatedfor their impact on earnings per share utilizing the treasury stock method, the effect of which is that the shares issuable uponconversion of the notes are not included in the calculation of diluted earnings per share except to the extent that theconversion value of the notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per sharepurposes, the notes are accounted for as if the number of common shares that would be necessary to settle such excess, if weelected to settle such excess in shares, are issued. We cannot be certain that the accounting standards in the future willcontinue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting forthe shares issuable upon conversion of the notes, then our diluted earnings per share could be adversely affected. In addition, if the conditional conversion feature of the notes is triggered, even if holders do not elect to convert theirnotes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of thenotes as a current rather than long-term liability, which would result in a material reduction of our net working capital. Our articles of association include mandatory offer provisions that may be viewed as less favorable to shareholders,including with respect to takeover matters. Although we are not currently subject to the U.K. Takeover Code, certain provisions similar to the mandatory offerprovisions and certain other aspects of the U.K. Takeover Code were specifically approved and included in our articles ofassociation that were adopted at the special meeting of shareholders of Cardtronics Delaware held in June 2016 inconnection with the Redomicile Transaction. As a result, except as permitted by our articles of association, (includingacquisitions with the consent of our Board of Directors or with prior approval by the independent shareholders at a generalmeeting) a shareholder, together with persons acting in concert, would be at risk of certain Board of Directors sanctions ifthey acquired 30% or more of our issued shares without making a voluntary offer for all of the issued and outstanding shares(not already held by the acquirer) that is in cash (or accompanied by a full cash alternative) and otherwise in accordance withthe provisions of the U.K. Takeover Code (as if the U.K. Takeover Code applied to us). The ability of shareholders to retaintheir shares upon completion of an offer for our entire issued share capital may depend on whether the Board of Directorssubsequently agrees to propose a court-approved scheme of arrangement that would, if approved by our shareholders, compelminority shareholders to transfer or surrender their shares in favor of the offeror or, if the offeror acquires at least 90% of theshares. In that case, the offeror can require minority shareholders to accept the offer under the ‘squeeze-out’ provisions in ourarticles of association. The mandatory offer provisions in our articles of association could have the effect of discouraging theacquisition and holding of interests of 30% or more of our issued shares and encouraging those shareholders who may beacting in concert with respect to the acquisition of shares to seek to obtain the recommendation of our Board of Directorsbefore effecting any additional purchases. In addition, these provisions may adversely affect the market price of our shares orinhibit fluctuations in the market price of our shares that could otherwise result from actual or rumored takeover attempts. English law generally provides for increased shareholder approval requirements with respect to certain aspects ofcapital management. English law provides that a board of directors may generally only allot shares with the prior authorization ofshareholders and such authorization must specify the maximum nominal value of the shares that can be allotted and can begranted for a maximum period of five years, each as specified in the articles of association or the relevant shareholderresolution. English law also generally provides shareholders with preemptive rights when new shares are issued for cash. It ispossible, however, for the articles of association, or shareholders in a general meeting, to exclude preemptive rights, ifcoupled with a general authorization to allot shares. Such an exclusion of preemptive rights may be for a maximum period ofup to five years from the date of adoption of the articles of association, or from the date of the shareholder resolution, asapplicable. 37 Table of ContentsEnglish law also generally prohibits a company from repurchasing its own shares by way of “off market purchases”without the prior approval of shareholders by ordinary resolution (i.e., majority of votes cast). Such authority can be grantedfor a maximum period of up to five years. English law prohibits us from conducting “on market purchases” as our shares willnot be traded on a recognized investment exchange in the U.K. Prior to the Redomicile Transaction, resolutions were adopted to authorize the allotment of a certain amount of shares,exclude certain preemptive rights and permit off market purchases of up to 15% of our shares in issue immediately after theeffective time of the Redomicile Transaction, but these authorizations will expire in 2021 unless renewed by ourshareholders prior to the expiration date. We cannot assure shareholders that situations will not arise where such shareholder approval requirements for any ofthese actions would deprive our shareholders of substantial capital management benefits. English law requires that we meet certain additional financial requirements before we declare dividends andrepurchase shares. We do not currently have the ability to declare dividends in any material amount. Under English law, with limitedexceptions, we will only be able to declare dividends or repurchase shares out of “distributable reserves” on Cardtronics plc’sstand-alone balance sheet, without regard to its consolidated financial statements. While we have no current plans for futuredividend payments or share repurchases, in order to create distributable reserves we may at a future annual meeting ofshareholders offer a resolution to approve a proposed reduction of capital and, upon approval, undertake a customary court-approved capital reduction procedure in the U.K. that would enable the payment of dividends or share repurchases if andwhen determined by our Board of Directors. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our North America segment includes offices throughout the U.S., Mexico, and Canada. The principal executive officesare located at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042. We lease 62,249 square feet of office space for ourprincipal executive offices. Specifically related to our North America segment, we lease 44,258 square feet of office and warehouse space in northHouston and other office space in Bethesda, Maryland; Minnetonka, Minnesota; Chandler, Arizona; Peoria, Illinois; andBloomington, Illinois for other regional offices. Our North America segment also leases office space in Mexico City, Mexico,Mississauga, Ontario, Ottawa, Ontario, Calgary, Alberta, Montreal, Quebec, Winnipeg, Manitoba, and Vancouver, BritishColumbia. We also lease 44,067 square feet in the Dallas, Texas area, where we manage our EFT transaction processingplatforms. In Europe, we lease office spaces in and near London, U.K. for our ATM operations and various other locationsthroughout the U.K. to support our cash-in-transit operations and other business activities. We also have European offices inTrier, Germany, and Barcelona, Spain. For our i-design ATM advertising operations, we lease office space in Dundee,Scotland. In Australia we have office and warehouse space in Melbourne, Perth, Sydney, and Brisbane. In New Zealand, we leasean office in Auckland. We also lease an office in Cape Town, South Africa. Our facilities are leased pursuant to operating leases for various terms and we believe they are adequate for our currentuse. We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitableadditional space upon expiration of our current lease terms. The lease of our primary corporate headquarters location in38 Table of ContentsHouston expires at the end of 2018. We are in the process of evaluating several potential locations for our corporate offices inthe Houston area and do not anticipate difficulty in finding suitable space at a cost that is comparable to our current rate. ITEM 3. LEGAL PROCEEDINGS The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. TheCompany has provided reserves where necessary for all claims and the Company’s management does not expect the outcomein any legal proceedings, individually or collectively, to have a material adverse financial or operational impact on theCompany. Additionally, the Company currently expenses all legal costs as they are incurred. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.39 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES Our common shares trade on The NASDAQ Global Select Market under the symbol “CATM.” As of February 15, 2018,the majority of our shareholders held their shares in “street name” by a nominee of the Depository Trust Company. Quarterly share prices. The following table reflects the quarterly high and low sales prices of our common shares asreported on The NASDAQ Stock Market LLC: High Low2017 Fourth Quarter$25.45 $16.26Third Quarter 33.07 23.01Second Quarter 45.62 32.24First Quarter 55.89 44.08 2016 Fourth Quarter$55.67 $47.35Third Quarter 47.48 40.01Second Quarter 41.12 35.09First Quarter 36.19 28.52 Dividend information. We have historically not paid, nor do we anticipate paying, dividends with respect to ourcommon shares and are limited in doing so under English law. For additional information related to our restrictions on ourability to pay dividends, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations - Liquidity and Capital Resources - Financing Facilities, Item 8. Financial Statements and Supplementary Data,Note 10. Long-Term Debt. Share performance graph. The following graph compares the five-year total return to holders of Cardtronics plc’scommon shares, the NASDAQ Composite index (the “Index”), and a customized peer group of 15 companies that includes: (i)ACI Worldwide, Inc. (ACIW), (ii) Acxiom Corporation (ACXM), (iii) CSG Systems International, Inc. (CSGS), (iv) EuronetWorldwide, Inc. (EEFT), (v) Fair Isaac Corp. (FICO), (vi) Everi Holdings Inc. (EVRI), (vii) Global Payments, Inc. (GPN), (viii)Jack Henry & Associates, Inc. (JKHY), (ix) SS&C Technologies Holdings, Inc. (SSNC), (x) WEX, Inc. (WEX), (xi) TotalSystems Services, Inc. (TSS), (xii) VeriFone Systems, Inc. (PAY), (xiii) MoneyGram International, Inc. (MGI), (xiv) WorldpayInc. (WP), and (xv) Blackhawk Network Holdings, Inc. (HAWK) (collectively, the “Peer Group”). We selected the Peer Groupcompanies because they are publicly traded companies that: (i) have the same Global Industry Classification Standardclassification, (ii) earn a similar amount of revenues, (iii) have similar market values, and (iv) provide services that are similarto the services we provide. The performance graph was prepared based on the following assumptions: (i) $100 was invested in our common shares,in our Peer Group, and the Index on December 31, 2012, (ii) investments in the Peer Group are weighted based on the returnsof each individual company within the group according to their market capitalization at the beginning of the period, and (iii)dividends were reinvested on the relevant payment dates. The share price performance included in this graph is historical andnot necessarily indicative of future share price performance. The following graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shallsuch information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act,each as amended, except to the extent that we specifically incorporate it by reference into such filing. 40 Table of Contents 12/12 12/13 12/14 12/15 12/16 12/17Cardtronics plc $100.00 $183.02 $162.51 $141.74 $229.87 $78.01NASDAQ Composite $100.00 $141.63 $162.09 $173.33 $187.19 $242.29Peer Group $100.00 $150.69 $159.62 $197.77 $208.49 $276.36.41 Table of Contents ITEM 6. SELECTED FINANCIAL DATA The following table reflects selected financial data derived from our consolidated financial statements. As a result ofacquisitions of businesses during the years presented below, our financial results are not comparable in allperiods. Additionally, these selected historical results are not necessarily indicative of results to be expected in the future. Year Ended December 31, 2017 2016 2015 2014 2013 (In thousands, excluding share and per share information and number of ATMs) Consolidated Statements of Operations Data: Revenues and Income: Total revenues $1,507,599 $1,265,364 $1,200,301 $1,054,821 $876,486(Loss) Income from operations (103,509) 146,379 139,917 104,639 82,601Net (loss) income (145,351) 87,910 65,981 35,194 20,647Net (loss) income attributable to controllinginterests and available to common shareholders (145,350) 87,991 67,080 37,140 23,816Per Share Data: Basic net (loss) income per common share $(3.19) $1.95 $1.50 $0.83 $0.52Diluted net (loss) income per common share $(3.19) $1.92 $1.48 $0.82 $0.52Basic weighted average shares outstanding 45,619,679 45,206,119 44,796,701 44,338,408 44,371,313Diluted weighted average shares outstanding 45,619,679 45,821,527 45,368,687 44,867,304 44,577,635 Consolidated Balance Sheets Data: Total cash and cash equivalents $51,370 $73,534 $26,297 $31,875 $86,939Total assets 1,862,716 1,364,696 1,319,935 1,247,566 1,048,711Total long-term debt and capital lease obligations,including current portion 918,275 503,320 568,331 604,473 483,022Total shareholders' equity 390,393 456,935 369,793 286,535 247,114 Consolidated Statements of Cash Flows Data: Cash flows from operating activities $217,892 $270,275 $256,553 $188,553 $183,557Cash flows from investing activities (631,217) (139,203) (209,562) (336,881) (266,740)Cash flows from financing activities 391,424 (78,942) (48,520) 99,248 154,988 Operating Data (Unaudited): Total number of ATMs (at period end): ATM operations 96,539 78,561 77,169 78,217 66,984Managed services and processing, net 134,156 124,572 112,622 31,989 13,610Total number of ATMs (at period end) 230,695 203,133 189,791 110,206 80,594 Total transactions (excluding Managed servicesand processing, net) 1,495,586 1,358,409 1,251,626 1,040,241 860,062Total cash withdrawal transactions (excludingManaged services and processing) 956,919 848,394 759,408 617,419 521,282 (1)The year ended December 31, 2017 includes $194.5 in goodwill and intangible asset impairment losses in addition to $33.3 million of impairment and disposal losseson other assets. The year ended December 31, 2013 includes $8.7 million in nonrecurring property tax expense related to a change in assessment methodology in the U.K.Additionally, the years ended December 31, 2017, 2016, 2015, 2014, and 2013 include $18.9 million, $9.5 million, $27.1 million, $18.1 million, and $15.4 million,respectively, in acquisition and divestiture-related costs.(2)The year ended December 31, 2017 includes the goodwill, intangible asset and other asset impairment losses, net of tax. The year ended December 31, 2016 includes$13.7 million of expenses associated with the redomicile of our parent company to the U.K., which was completed on July1, 2016. The year ended December 31, 2013includes $13.8 million in income tax expense related to the restructuring of our U.K. business.(3)Our long-term debt as of December 31, 2017 consists of outstanding borrowings under our revolving credit facility, our Convertible Notes, our 5.125% Senior Notes due2022 (the “2022 Notes”), and our 5.50% Senior Notes due 2025 (the “2025 Notes”). The Convertible Notes are reported in the accompanying Consolidated BalanceSheets at a carrying value of $252.0 million, as of December 31, 2017, which represents the principal balance of $287.5 million less the unamortized discount andcapitalized debt issuance costs of $35.5 million. The 2022 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $248.0 million, asof December 31, 2017, which represents the principal balance of $250.0 million less the capitalized debt issuance costs of $2.0 million. The 2025 Notes are reported inthe accompanying Consolidated Balance Sheets at a carrying value of $295.2 million as of December 31, 2017, which represents the principal balance of $300.0 millionless capitalized debt issuance costs of $4.8 million. In accordance with the applicable accounting guidance related to the classification of capitalized debt issuance42 (1)(2)(2) (2) (2) (3)(4)Table of Contentscosts, these deferred financing costs related to our Convertible Notes, 2022 Notes, and 2025 Notes are presented as a direct deduction from the carrying amount of therelated debt liabilities.(4)The notable increase in the Managed services and processing, net ATM machine count in 2015 is primarily attributable to the July 1, 2015 acquisition of CDS and theincremental number of transacting ATMs for which CDS provides processing services.. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-lookingstatements that are based on management’s current expectations, estimates, and projections about our business andoperations. Our actual results may differ materially from those currently anticipated and expressed in such forward-lookingstatements. Known material factors that could cause actual results to differ materially from those in the forward-lookingstatements are those described in Part I. Item 1A. Risk Factors of this 2017 Form 10-K. Additionally, you should read thefollowing discussion together with the consolidated financial statements and the related notes included in Item 8. FinancialStatements and Supplementary Data. Strategic Outlook Over the past several years, we have expanded our operations and the capabilities and service offerings of our ATMsthrough strategic acquisitions and investments, continued to deploy ATMs in high-traffic locations under contracts withwell-known retailers, and expanded our relationships with leading financial institutions through the growth of Allpoint, oursurcharge-free ATM network and our bank-branding programs. We intend to further expand our ATM capabilities and serviceofferings to financial institutions, as we are seeing increasing interest from financial institutions for outsourcing of ATM-related services due to our cost efficiency advantages and higher service levels, as well as the role that our ATMs can play inmaintaining financial institutions physical presence for their customers as they reduce their physical branches. We have completed several acquisitions in the last six years, including, but not limited to: (i) eight U.S. and Canadabased ATM operators, expanding our ATMs in both multi-unit regional retail chains and individual merchant ATM locationsin North America, (ii) Cardpoint Limited (“Cardpoint”) in August 2013, which further expanded our U.K. ATM operationsand allowed us to enter into the German market, (iii) Sunwin in November 2014, which further expanded our cash-in-transitand maintenance servicing capabilities in the U.K. and allowed us to acquire and operate ATMs located at Co-op Foodstores, (iv) DCPayments in January 2017, a leading ATM operator with operations in Australia, New Zealand, Canada, theU.K., and Mexico, (v) Spark in January 2017, an independent ATM deployer operating in South Africa, and (vi) various otherless significant ATM asset and contract acquisitions. In addition to these ATM acquisitions, we have also made strategicacquisitions including: (i) i-design in March 2013, a Scotland-based provider and developer of marketing and advertisingsoftware and services for ATM operators, and (ii) CDS in July 2015, a leading independent transaction processor for ATMdeployers and payment card issuers in the U.S., providing solutions to ATM sales and service organizations and financialinstitutions. While we will continue to explore potential acquisition opportunities in the future as a way to grow our business, wealso expect to continue expanding our ATM footprint organically, and launching new products and services that will allowus to further leverage our existing ATM network. We see opportunities to expand our operations through the followingefforts: ·increasing the number of deployed ATMs with existing and new merchant relationships;·expanding our relationships with leading financial institutions;·working with non-traditional financial institutions and card issuers to further leverage our extensive ATM network;·increasing transaction levels at our existing locations;·developing and providing additional services at our existing ATMs;·pursuing additional managed services opportunities; and·pursuing international growth opportunities. For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy. 43 Table of ContentsDeveloping Trends and Recent Events Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. Due primarily tothe expansion of services available through digital channels, such as online and mobile, and financial institution customers’preferences towards these digital channels, many financial institutions have been de-emphasizing traditional physicalbranches. This trend toward shifting more customer transactions to online and ATMs has helped financial institutions lowertheir operating costs. As a result, many banks have been reducing the number of physical branches they operate. However,financial institution customers still consider convenient access to ATMs to be an important criteria for maintaining anaccount with a particular financial institution. The closing of physical branches generally results in a removal of the ATMsthat were at the closed branch locations and may create a void in physical presence for that financial institution. This createsan opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with thefinancial institutions to preserve branded or unbranded physical points of presence through our ATM network. Increase in surcharge-free offerings in the U.S. Many U.S. national and regional financial institutions aggressivelycompete for market share, and part of their competitive strategy is to increase their number of customer touch points,including the establishment of an ATM network to provide convenient, surcharge-free access to cash for their cardholders.While owning and operating a large ATM network would be a key strategic asset for a financial institution, we believe itwould be uneconomical for all but the largest financial institutions to own and operate an extensive ATM network. Bank-branding of ATMs and participation in surcharge-free networks allow financial institutions to rapidly increase surcharge-freeATM access for their customers at a lower cost than owning and operating ATM networks. These factors have led to anincrease in bank-branding and participation in surcharge-free ATM networks, and we believe that there will be continuedgrowth in such arrangements. Managed services. While many financial institutions (and some retailers) own and operate significant networks of ATMsthat serve as extensions of their branch networks and increase the level of service offered to their customers, large ATMnetworks are costly to own and operate and typically do not provide significant revenue for financial institutions or retailers.Owning and operating a network of ATMs is not a core competency for the majority of financial institutions or retailers;therefore, we believe there is an opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costsand an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Suchan arrangement could reduce a financial institution or retailer’s operating costs while extending their customer service.Additionally, we believe there are opportunities to provide selected ATM-related services on an outsourced basis, such astransaction processing services, to other independent owners and operators of ATMs. Growth in other automated consumer financial services. The majority of all ATM transactions in our geographies arecash withdrawals, with the remainder representing other banking functions such as balance inquiries, transfers, and deposits.We believe that there are opportunities for a large non-bank ATM owner/operator, such as ourselves, to provide additionalfinancial services to customers, such as bill payments, check cashing, remote deposit capture, money transfers, and stored-value debit card reload services. These additional automated consumer financial services could result in additional revenuestreams for us and could ultimately result in increased profitability. However, they would require additional capitalexpenditures on our part to offer these services more broadly and would increase regulatory compliance activities. Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance ofstored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past tenyears. Based on published studies, the value loaded on stored-value debit cards such as open loop network-branded moneyand financial services cards, payroll and benefit cards, and social security cards is expected to continue to increase in thenext few years. We believe that our network of ATMs, located in well-known retail establishments throughout the U.S., provides aconvenient and cost-effective way for stored-value cardholders to access their cash and potentially conduct other financialservices transactions. Furthermore, through our Allpoint network, we partner with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, and we are able to provide the users ofthose cards convenient, surcharge-free access to their cash. We believe that the number of stored-value debit cards being44 Table of Contentsissued and in circulation has increased significantly over the last several years and represents a growing portion of our totalwithdrawal transactions at our ATMs in the U.S. Growth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. We believethe ATM industry will grow faster in certain international markets, as the number of ATMs per capita in those marketsincreases and begins to approach the levels in the U.S. and the U.K. We believe there is further growth potential for non-branch ATMs in the other geographic markets in which we operate, including Germany, which we entered into during 2013through the Cardpoint acquisition. ·United Kingdom. The U.K. is the largest ATM market in Europe. According to LINK (which connects the ATMnetworks of all the U.K. ATM operators), approximately 71,000 ATMs were deployed in the U.K. as ofDecember 2017, of which approximately 40,000 were operated by non-banks (inclusive of our 22,000 ATMs).Similar to the U.S., electronic payment alternatives have gained popularity in the U.K. in recent years. However,according to the Bank of England cash is still the primary payment method preferred by consumers, representingover 50% of spontaneous payments. Due to the maturing of the ATM market, we have seen both the number of ATMdeployments and withdrawals slow in recent years, and there has been a shift from fewer pay-to-use ATMs to morefree-to-use ATMs. During 2013 and 2014 we significantly expanded in the U.K. through the acquisition ofCardpoint, and Sunwin and via a new ATM placement agreement with Co-op Food. In January 2017, we furtherexpanded our operations in the U.K. through our acquisition of DCPayments. We anticipate additional expansion ofour operations in this market through new merchants and new locations with existing merchants as well as othergrowth strategies. ·Germany. We entered the German market in August 2013 through our acquisition of Cardpoint. The German ATMmarket is highly fragmented and may be under-deployed, based on its population’s high use of cash relative to othermarkets in which we operate, such as the U.S. and the U.K. There are approximately 58,000 ATMs in Germany thatare largely deployed in bank branch locations. This fragmented and potentially under-deployed market dynamic isattractive to us, and as a result, we believe there are a number of opportunities for growth in this market. ·Canada. We entered the Canadian market in October 2011 through a small acquisition, and further expanded ourpresence in the country through another small acquisition in December 2012. In January 2017, we significantlyexpanded our operations in Canada through our acquisition of DCPayments. We expect to continue to grow ournumber of ATM locations in this market. We currently operate approximately 12,000 ATMs in this market andestimate that there are currently approximately 62,000 ATMs in total in the Canadian market. Our recent organicgrowth in this market has been primarily through a combination of new merchant and financial institution partners.As we continue to expand our footprint in Canada, we plan to seek additional partnerships with financialinstitutions to implement bank-branding and other financial services, similar to our bank-branding and surcharge-free strategy in the U.S. ·Mexico. There are approximately 48,000 ATMs operating in Mexico, most of which were owned by national andregional financial institutions. Due to a series of governmental and network regulations that have been mostlydetrimental to us, together with increased theft attempts on our ATMs in this market, we slowed our expansion inthis market in recent years. However, we increased our operations in Mexico through the DCPayments acquisition inJanuary 2017 and remain poised and able to selectively pursue opportunities with retailers and financial institutionsin the region, and believe there are currently opportunities to grow this business profitability. ·Ireland and Spain. In April 2016, we entered the Ireland market, and in October 2016, we launched our business inSpain, joining a top Spain ATM network and signing agreements to provide ATMs at multiple retail chains. On acombined basis these markets have approximately 55,000 ATMs, of which we currently operate a very small portion.We plan to continue to grow in these markets through additional merchant and financial institution relationships. ·Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we obtainedoperations in Australia and New Zealand, and now are the largest independent ATM operator in Australia. We45 Table of Contentscurrently operate approximately 10,000 ATMs in Australia and New Zealand and estimate the total market iscomprised of approximately 36,000 ATMs. Recently, we have generally seen same-unit transaction declines in thismarket, which may, in the near term be amplified by recent actions taken by major banks in Australia. For furtherinformation regarding this action, see Australia market changes and asset impairment below. However, we believethere are opportunities for longer-term growth in Australia, which would likely include expansion of services tofinancial institutions in that market. ·South Africa. In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa.Spark is a leading independent ATM deployer in South Africa and we expect to expand in this market with retailersand financial institutions. We operate approximately 3,000 ATMs in South Africa and estimate that this market hasapproximately 32,000 ATMs in total. Increase in surcharge rates. As financial institutions increase the surcharge rates charged to non-customers for the use oftheir ATMs, it enables us to increase the surcharge rates charged on our ATMs in selected markets and with certain merchantcustomers as well. We also believe that higher surcharge rates in the market make our surcharge-free offerings more attractiveto consumers and other financial institutions. Over the last few years, we have seen a slowing of surcharge rate increases andexpect to see generally modest increases in surcharge rates in the near future. Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in somecases set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMsare routed. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATMtransactions in the U.S. routed across their debit networks through a combination of reducing the transaction rates charged tofinancial institutions and higher per transaction fees charged by the networks to ATM operators. In addition to the impact ofthe net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to takeadvantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. Iffinancial institutions move to take further advantage of lower interchange rates, or if networks reduce the interchange ratesthey currently pay to ATM deployers or increase their network fees, our future revenues and gross profits could be negativelyimpacted. We have taken measures to mitigate our exposure to interchange rate reductions by networks, including, but notlimited to: (i) where possible, routing transactions through a preferred network such as the Allpoint network, where we haveinfluence over the per transaction rate, (ii) negotiating directly with our financial institution partners for contractualinterchange rates on transactions involving their customers, (iii) developing contractual protection from such rate changes inour agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain networks.As of December 31, 2017, approximately 4% of our total ATM operating revenues were subject to pricing changes by U.S.networks over which we currently have limited influence or where we have no ability to offset pricing changes through lowerpayments to merchants. Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank network. LINK has historically setthese rates annually using a cost-based methodology that incorporates ATM service costs from two years back (i.e., operatingcosts from 2015 are considered for determining the 2017 interchange rate). In addition to LINK transactions, certain cardissuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carry the Visa or MasterCardnetwork brands. Transactions conducted on our ATMs from these cards, which currently represent 2.1% of our annualwithdrawal transactions in the U.K., receive interchange fees that are set by Visa or MasterCard, respectively. The interchangerates set by Visa and MasterCard have historically been less than the rates that have been established by LINK. During 2016and throughout 2017, some of the major financial institutions that participate in LINK expressed concern about the LINKinterchange rate and commenced efforts to significantly lower the interchange rate. During 2017, a group of members ofLINK (the “Working Group”) worked to develop a new interchange rate setting mechanism. After several months of analysisand discussion, the Working Group was unable to reach a recommended amended approach that was satisfactory to itsparticipants, and as a result of this outcome, along with governance recommendations by the Bank of England, in October2017, it was decided that an independent board of LINK (“LINK Board”) would recommend interchange rates going forward.On November 1, 2017, the LINK Board announced that it had reached some tentative recommendations, subject to furthercomment by the LINK members. The LINK Board proposal sought to reduce interchange rates by approximately 5% per year,and in the aggregate, approximately 20% over a four year period, commencing on April 1, 2018. The intention of the LINKBoard proposal was for the new interchange rates to apply from April 1, 2018 and to be finalized no later than January 31,2018, once consultation with the LINK members has concluded.46 Table of Contents Accordingly, on January 31, 2018, the new LINK Board, formalized a new process for setting interchange rates. Startingin July 2018, the new LINK Board determined the withdrawal interchange rate will be reduced by 5% from the 2017 rate.From January 1, 2018 through June 30, 2018, the interchange rates will be slightly reduced from the 2017 rates. The newLINK Board has also announced intentions for further potential interchange rate increases (of up to 5% annually) but hasstated that a comprehensive cost study and external factors such as interest rates and compliance costs may impact the timingand ultimate magnitude of any further annual rate decreases. We are currently assessing the impact of this recentdevelopment on our U.K. business and have taken certain actions and may continue to take additional measures to mitigatethe impact of this price reduction and future potential reductions. Mitigating measures include or in the future may includeremoval of lower profitability sites, terms renegotiations with certain merchants, change certain ATMs to a direct-charge tothe consumer model, and other strategies. On an unmitigated basis, we expect this change to adversely impact our U.K.profits by approximately $7 million to $8 million in 2018, compared to 2017, all of which will occur in the latter six monthsof the year. For additional information related to the developments regarding LINK, see LINK interchange in the U.K. underDeveloping Trends and Recent Events below and Part I. Item 1A. Risk Factors. Withdrawal transaction and revenue trends - U.S. Many financial institutions are shifting traditional teller-basedtransactions to online activities and ATMs to reduce their operating costs. Additionally, many financial institutions arereducing the number of branches they own and operate in order to lower their operating costs. As a result of these currenttrends, we believe there has been increasing demand for automated banking solutions, such as ATMs. Bank-branding of ourATMs and participation in our surcharge-free ATM network allow financial institutions to rapidly increase and maintainsurcharge-free ATM access for their customers at a substantially lower cost than owning and operating an ATM network. Webelieve there is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and anestablished operating history, to contract with financial institutions and retailers to manage their ATM networks. Such anarrangement could reduce a financial institution’s operating costs while extending its customer service. Furthermore, webelieve there are opportunities to provide selected services on an outsourced basis, such as transaction processing services, toother independent owners and operators of ATMs. Over the last several years, we have seen growth in bank-branding,increased participation in Allpoint, our surcharge-free network, and managed services arrangements, and we believe thatthere will be continued growth in such arrangements. Total U.S. same-store cash withdrawal transactions during the year ended December 31, 2017 decreased 0.3% from thesame period of 2016, excluding 7-Eleven locations. The same-store results were impacted by a number of factors throughoutthe year, and the discrete impact of each factor is difficult to precisely estimate. We believe the growth rate was partiallyadversely impacted by certain high-traffic locations that were previously branded with a prominent bank brand no longerhaving a brand, in addition to increased downtime caused by software issues at certain ATMs during the first part of the year.These declines were partially offset by increased Allpoint transactions, as a result of expansion of the number of ATMs inAllpoint and growth in the number of financial institutions participating in Allpoint. 7-Eleven U.S. relationship. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of theATM operations in the U.S. have been transitioned to the new service provider as of December 31, 2017. We expect thetransition to be complete during the first quarter of 2018. 7-Eleven in the U.S., was the largest merchant customer in ourportfolio and comprised approximately 12.5% of our total revenues for the year ended December 31, 2017. We estimate thatthe incremental gross margin on these revenues was approximately 40% in 2017. The ATMs that remain at 7-Eleven nolonger participate in our Allpoint network and no longer to carry the Citibank brand. For additional information related to 7-Eleven, see Part I. Item 1A. Risk Factors. Withdrawal transaction and revenue trends - U.K. The majority of our ATMs in the U.K. are free-to-use ATMs, meaningthe transaction is free to the consumer and we earn an interchange rate paid by the customer’s bank. We also operatesurcharging pay-to-use ATMs. Although we earn less revenue per cash withdrawal transaction on a free-to-use machine, thesignificantly higher volume of transactions conducted on free-to-use ATMs have generally translated into higher overallrevenues. Our same-store cash withdrawal transactions in the U.K. decreased approximately 4% in 2017, which we believewas in part adversely impacted by changes in consumer behavior, conducting more tap-and-pay transactions for smallpayments at retailers. 47 Table of ContentsAustralia market changes and asset impairment. In late September 2017, Australia’s four largest banks, CBA, ANZ,Westpac, and NAB, each independently announced decisions to remove all direct charges to all users on domestic ATMtransactions completed at their respective ATM networks effectively creating a free-to-use network of ATM terminals that didnot exist previously. Collectively these four banks account for approximately one third of the total ATMs in Australia. CBAremoved the direct charges in late September, with Westpac, ANZ, and NAB removing direct charges during the first part ofOctober 2017. As a result of this change in the market in Australia, we expect that our business in this market will likely beadversely impacted. Prior to this action, we were generally experiencing average same-unit transaction percentage declines inthe high single-digits across our fleet. For the year ended December 31, 2017, the Australia & New Zealand reportingsegment generated $133 million, in total revenues, of which $108 million, was surcharge revenue. Adjusted EBITDA for theyear ended December 31, 2017 for the Australia & New Zealand reporting segment was $27 million. Australia has historically been a direct charge ATM market, where cardholders have paid a fee (or “direct charge”) to theoperator of an ATM for each transaction, unless the ATM where the transaction was completed is part of the cardholder’sissuing bank ATM network. There currently is no broad interchange arrangement in Australia between card issuers and ATMoperators to compensate the ATM operator for its service to a financial institution’s cardholder in absence of the directcharge being levied to the cardholders. During the year ended December 31, 2017, more than 80% of the Company’srevenues in Australia were sourced from direct charges paid by cardholders. The recent actions by the largest banks inAustralia have resulted in a significant increase in the availability of free-to-use ATMs to Australian users and while we areworking on developing strategies to react to this unexpected market shift, we believe our revenues and profits in Australiawill decline in the near-term. While the initial impact we have experienced has been somewhat limited, the impact of thisaction could increase over time as customers’ behavior patterns change as a result of the introduction of a free-to-use networkin Australia that did not exist previously. During the three months ended September 30, 2017 these developments were identified to be an indicator of impairmentof our Australia & New Zealand reporting unit and related long-lived assets. Upon further assessment and analysis of thepotential impact of these developments, we determined that the fair value of the Australia & New Zealand reporting unit hadfallen below its carrying value and determined that the long-lived assets held by Australia & New Zealand were notrecoverable via their undiscounted cash flows, an indication of impairment. As a result, during September 2017, we recordedimpairments of goodwill, other intangible assets, and other long-lived assets of $140.0 million, $54.5 million, and$19.0 million, respectively. We also recorded a charge of $2.5 million to adjust certain inventory to its estimated netrealizable value. These non-cash charges have been reflected in the Goodwill and intangible asset impairment and Loss(gain) on disposal and impairment of assets line items in our accompanying Consolidated Statements of Operations. Foradditional information related to this unexpected market shift in Australia and the resulting impairment assessment, see Item8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant AccountingPolicies– (m) Goodwill. Poland operations. During the fourth quarter of 2017, we ceased operating in Poland and recognized costs to wind downthe operations largely consisting of contract termination costs related to our merchant, bank sponsorship, lease and otheragreements as well as employee severance costs and charges for asset disposals. During the year ended December 31, 2017Poland contributed less than 1% of our consolidated ATM operating revenues. Alternative payment options. We face indirect competition from alternative payment options, including card-based andmobile phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasingrates of contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australiancomponent of the business, we have observed declines in transactions at Australian ATMs, as cash-based payments havedeclined as a percentage of total payments in recent years, with growth in contactless payments appearing to be the primarydriver of the decline. Europay, MasterCard, Visa (“EMV”) security standard and software upgrades in the U.S. The EMV security standardprovides for the security and processing of information contained on microchips embedded in certain debit and credit cards,known as “chip cards.” In October 2016, MasterCard commenced a liability shift for U.S. ATM transactions on EMV-issuedcards used at non-EMV compliant ATMs in the U.S. Similarly, in October 2017, Visa commenced a liability shift for alltransaction types on all EMV-issued cards in the U.S. In response, we upgraded or replaced nearly all of our48 Table of ContentsU.S. Company-owned ATMs to deploy additional software to enable additional functionality, enhance security features, andenable the EMV security standard. Due to the significant operational challenges of enabling EMV and other hardware andsoftware enhancements across the majority of our U.S. ATMs, which comprises many types and models of ATMs, togetherwith potential compatibility issues with various processing platforms, we experienced increased downtime at our U.S. ATMsduring the first part of 2017. As a result of this downtime, we suffered lost revenues and incurred penalties with certain of ourcontracts during the first part of 2017. We have also incurred increased charges from networks associated with actual orpotentially fraudulent transactions, as we are liable for fraudulent transactions on the MasterCard network and other networksthat have adopted the EMV security standard if our ATM was not EMV compliant at the time of the transaction, and anyfraudulent transactions were processed. As of December 31, 2017, nearly all of our U.S. Company-owned ATMs were enabledto meet the EMV security standard. Capital investments. Our capital spending in 2017 included expenditures related to the EMV upgrade requirements,coupled with other factors, including: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drivetransaction growth, (ii) a significant number of recent long-term renewals of existing merchant contracts, (iii) certain softwareand hardware enhancements required to facilitate our strategic initiatives, enhance security, and to continue runningsupported versions, (iv) other compliance related matters including polymer note introductions, and (v) growth opportunitiesacross our enterprise. We expect a decrease in our capital spending in 2018 from what we incurred in 2016 and 2017. U.K. planned exit from the European Union (“Brexit”). On March 29, 2017, the U.K. government officially triggeredArticle 50 of the Treaty on the European Union, which commenced the process for the U.K. to exit the European Union. Theultimate impact of Brexit on our business is unknown; however, one noticeable impact was a substantial devaluation of theBritish pound relative to the U.S. dollar, leading up to and after the Brexit decision announcement in June 2016. As a result,our reported financial results (in U.S. dollars) were adversely impacted during the year ended December 31, 2017 comparedto the same period of 2016. Recently, however, the British pound has recovered value against the U.S. dollar. The U.K. isscheduled to exit the European Union on March 29, 2019. Redomicile to the U.K. On July 1, 2016, the Cardtronics group of companies changed the location of incorporation of theparent company from Delaware to the U.K. Cardtronics plc, a public limited company organized under English law(“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following thecompletion of the merger between Cardtronics, Inc., a Delaware corporation (“Cardtronics Delaware”) and one of itssubsidiaries (the “Merger”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016,the adoption of which was approved by Cardtronics Delaware’s shareholders on June 28, 2016 (collectively, the “RedomicileTransaction”). Restructuring Expenses. During 2017, we initiated a global corporate reorganization and cost reduction initiative (the“Restructuring Plan”), intended to improve our cost structure and operating efficiency. The Restructuring Plan includedworkforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the year endedDecember 31, 2017, we incurred $10.4 million of pre-tax expenses related to our Restructuring Plan, including the costsincurred to close our Poland operations. U.K. regulatory approval of the DCPayments acquisition. On September 22, 2017, we were notified by the U.K.Competition and Markets Authority (the “CMA”) that the merger of the DCPayments U.K. business with our existing U.K.operations was approved. Prior to the CMA approval, the DCPayments U.K. business operated separately from our existingU.K. operations. Since the CMA approval, we have begun the process of integrating our existing U.K. operations with theDCPayments U.K. operations and expect to realize operational benefits during 2018 as a result of the combination. New currency designs in the U.K. Polymer notes were introduced by the Bank of England in 2016 and will be furthercirculated through 2020. The introduction of these new currency designs has required upgrades to software and physicalATM components on our ATMs in the U.K., which caused some limited downtime for the affected ATMs during 2017. Weare now substantially complete with this effort. Next generation bank note upgrade in Australia. Next generation bank notes are in the process of being introduced bythe Reserve Bank of Australia. The new $5 note was introduced on September 1, 2016, and the new $50 note, the most49 Table of Contentswidely disseminated note in Australia, is scheduled to take place on September 1, 2018, with the new $20 note to follow on adate to be determined. The introduction of these next generation bank notes requires upgrades to software and physical ATMcomponents on our ATMs in Australia, which were evaluated in the impairment considerations discussed above and whichwe expect will likely cause some limited downtime for the affected ATMs during the latter part of 2018. U.S. Tax Reform. On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts andJobs Act (“U.S. Tax Reform”) was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax ratesand laws are recognized in the period in which the new legislation is enacted. As a result of this legislation, during the threemonths ended December 31, 2017, we provisionally recognized one-time net tax benefits totaling $11.6 million. Thisamount included an estimated one-time tax benefit of $19.4 million due to the re-measurement of our net deferred taxliabilities, primarily related to the change in the U.S. federal corporate income tax rate from 35% to 21%. Partially offsettingthis non-cash book tax benefit, we recognized an estimated one-time tax expense of $7.8 million on our accumulatedundistributed foreign earnings pertaining to foreign operations under our U.S. business, which we will elect to pay over aneight-year period. We continue to evaluate the impact of the U.S. Tax Reform on our business. There are many elements ofthe U.S. Tax Reform that will impact our business. In the near term, due primarily to limitations on the amount of interestexpense a U.S. company can deduct, we expect the net impact of this reform to increase our consolidated reported effectivetax rate. Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, a leading operator of approximately25,000 ATMs with operations in Australia, New Zealand, Canada, the U.K., and Mexico. In connection with the closing ofthe acquisition, each DCPayments common share was acquired for Canadian Dollars $19.00 in cash per common share, andwe also repaid the outstanding third-party indebtedness of DCPayments, the combined aggregate of which represented a totaltransaction value of approximately $658 million Canadian Dollars (approximately $495 million U.S. dollars). On January 31, 2017, we completed the acquisition of Spark, an independent ATM deployer in South Africa, with agrowing network of approximately 2,300 ATMs. The agreed purchase consideration included initial cash consideration, paidat closing, and potential additional contingent consideration. The additional purchase consideration is contingent uponSpark achieving certain agreed upon earnings targets in 2019 and 2020. For additional information related to the acquisitions and divestiture above, see Item 8. Financial Statements andSupplementary Data, Note 2. Acquisitions and Divestitures. Cybersecurity trends. We electronically process and transmit cardholder information as part of our transactionprocessing services. Companies that process and transmit cardholder information, such as ours, have been specifically andincreasingly targeted in recent years by sophisticated criminal organizations in an effort to obtain information and utilize itfor fraudulent transactions, and the risk of unauthorized circumvention has been heightened by advances in computercapabilities and increasing sophistication of hackers. The Company takes a risk-based approach to cybersecurity and inrecognition of the growing threat within our industry and the general market place, we proactively make strategicinvestments in our security infrastructure, technical and procedural controls, and regulatory compliance activities. We alsoapply the knowledge gained through industry and government organizations to continuously improve our technology,processes and services to detect, mitigate and protect our information. Cybersecurity and the effectiveness of the Company’scybersecurity strategy are regular topics of discussion at Board meetings. We expect to continue to focus attention andresources on our security protection protocols, including repairing any system damage and deploying additional personnel,as well as protecting against any potential reputational harm. The cost to remediate any damages to our informationtechnology systems suffered as a result of a cyber-attack could be significant. For further discussion of the risks we face inconnection with growing cybersecurity trends, see Item 1A. Risk Factors - Security breaches, including the occurrence of acyber-incident or a deficiency in our cybersecurity, could harm our business by compromising merchant and cardholderinformation and disrupting our transaction processing services, thus damaging our relationships with our merchantcustomers, business partners, and generally exposing us to liability; Computer viruses or unauthorized software (malware)could harm our business by disrupting or disabling our transaction processing services, causing noncompliance withnetwork rules, damaging our relationships with our merchant and financial institution customers, and damaging ourreputation causing a decrease in transactions by individual cardholders; and Regulatory, legislative50 Table of Contentsor self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability toconduct our business. Factors Impacting Comparability Between Periods ·Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currencyexchange rates. We estimate that the year-over-year strengthening in the U.S. dollar relative to the currencies in themarkets in which we operate caused our reported total revenues to be lower by approximately $15.7 million, or1.0%, for the year ended December 31, 2017. ·Acquisitions and divestitures. The results of operations for any acquired entities during a particular year have beenincluded in our consolidated financial statements for that year since the respective dates of acquisition. Similarly,the results of operations for any divested operations have been excluded from our consolidated financial statementssince the dates of divestiture. ·7-Eleven ATM removal. As discussed above, 7-Eleven in the U.S. accounted for approximately 12.5% of our totalrevenues during the year ended December 31, 2017. The 7-Eleven ATM placement agreement in the U.S. expired inJuly 2017, and most of the ATM operations in the U.S. have been transitioned to the new service provider as ofDecember 31, 2017. We expect the transition to be complete during the first quarter of 2018. Components of Revenues, Cost of Revenues, and Expenses Revenues We derive our revenues primarily from providing ATM and automated consumer financial services, bank-branding,surcharge-free network offerings, and sales and services of ATM equipment. We currently classify revenues into two primarycategories: (i) ATM operating revenues and (ii) ATM product sales and other revenues. ATM operating revenues. We present revenues from ATM and automated consumer financial services, bank-brandingarrangements, surcharge-free network offerings, and managed services in the ATM operating revenues line item in theaccompanying Consolidated Statements of Operations. These revenues include the fees we earn per transaction on our ATMs,fees we earn from bank-branding arrangements and our surcharge-free network offerings, fees we earn on managed servicesarrangements, and fees earned from providing certain ATM management services. Our revenues from ATM services haveincreased in recent years as a result of (i) the acquisitions we have completed, (ii) unit expansion with our customer base, (iii)acquisition of new merchant relationships, (iv) expansion of our bank-branding programs, (v) the growth of our Allpointnetwork, (vi) fee increases at certain locations, and (vii) introduction of new services, such as dynamic currency conversion. ATM operating revenues primarily consist of the four following components: (i) surcharge revenue, (ii) interchangerevenue, (iii) bank-branding and surcharge-free network revenue, and (iv) managed services and processing revenue. ·Surcharge revenue. A surcharge fee represents a convenience fee paid by the cardholder for making a cashwithdrawal from an ATM. Surcharge fees often vary by the arrangement type under which we place our ATMs andcan vary widely based on the location of the ATM and the nature of the contracts negotiated with our merchants.Surcharge fees will also vary depending upon the competitive landscape at newly-deployed ATMs, the roll-out ofadditional bank-branding arrangements, and future negotiations with existing merchant partners. For the ATMs thatwe own or operate that participate in surcharge-free networks, we do not receive surcharge fees related to withdrawaltransactions from cardholders who participate in these networks; rather we receive interchange and bank-branding orsurcharge-free network revenues, which are further discussed below. For certain ATMs owned and primarily operatedby the merchant, we do not receive any portion of the surcharge but rather the entire fee is earned by the merchant. Inthe U.K., ATM operators must either operate ATMs on a free-to-use (surcharge-free) or on a pay-to-use (surcharging)basis. On free-to-use ATMs in the U.K., we only earn interchange revenue on withdrawal and other transactions, suchas balance inquiries. These fees are paid to us by the cardholder’s financial institution. On our pay-to-use ATMs, weonly earn a surcharge fee on withdrawal51 Table of Contentstransactions and no interchange is paid to us by the cardholder’s financial institution, except for non-cashwithdrawal transactions, such as balance inquiries, for which interchange is paid to us by the cardholder’s financialinstitution. In Germany, we collect a surcharge fee on withdrawal transactions but generally do not receiveinterchange revenue. In Mexico, surcharge fees are generally similar to those charged in the U.S., except for ATMsthat dispense U.S. dollars, where we charge an additional foreign currency exchange convenience fee. In Canada,surcharge fees are comparable to those charged in the U.S. and we also earn an interchange fee that is paid to us bythe cardholder’s financial institution. As a result of our 2017 acquisitions, we now earn surcharge fees in Australiaand New Zealand. ·Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s useof an ATM owned by another operator and for the EFT network charges to transmit data between the ATM and thecardholder’s financial institution. We typically receive a majority of the interchange fee paid by the cardholder’sfinancial institution, with the remaining portion being retained by the EFT network. In the U.S., interchange fees areearned not only on cash withdrawal transactions but on any ATM transaction, including balance inquiries, transfers,and surcharge-free transactions. We also earn interchange revenues on all transactions occurring on our Allpointnetwork and on bank-branded transactions. See further discussion below regarding bank-branding and surcharge-free network revenues. In the U.K., interchange fees are earned on all ATM transactions other than pay-to-use cashwithdrawals. Nearly all of our interchange revenues in the U.K. are generated over the LINK network. In Germany,our primary revenue source is surcharge fees paid by ATM users. Currently, we do not receive interchange revenuefrom transactions in Mexico due to rules promulgated by the Central Bank of Mexico, which became effective inMay 2010. In Canada, interchange fees are determined by Interac, the interbank network in Canada, and haveremained at a constant rate over the past few years. We also now earn interchange revenues on certain transactions inAustralia, New Zealand, and South Africa as a result of our 2017 acquisitions. ·Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are ownedand operated by us are branded with the logo of the branding financial institution. The financial institution’scustomers have access to use those bank-branded ATMs without paying a surcharge fee, and in exchange for thevalue associated with displaying the brand and providing surcharge-free access to their cardholders, the financialinstitution typically pays us a monthly per ATM fee. Historically, this type of bank-branding arrangement hasresulted in an increase in transaction levels at bank-branded ATMs, as existing customers continue to use the ATMsand cardholders of the branding financial institution are attracted by the service. Additionally, although we foregothe surcharge fee on transactions by the branding financial institution’s customers, we continue to earn interchangefees on those transactions, together with the monthly bank-branding fee, and sometimes experience an increase insurcharge-bearing transactions from customers who are not cardholders of the branding financial institution butprefer to use the bank-branded ATM. In some instances, we have branded an ATM with more than one financialinstitution. Doing this has allowed us to serve more cardholders on a surcharge-free basis, and in doing so, drivemore traffic to our retail sites. Based on these factors, we believe a bank-branding arrangement can substantiallyincrease the profitability of an ATM versus operating the same machine without a consumer brand. Fees paid forbank-branding vary widely within our industry, as well as within our own operations, depending on the ATMlocation, financial institutions operating in the area, and other factors. Regardless, we typically set bank-brandingfees at levels that more than offset our anticipated lost surcharge revenue. Under the Allpoint network, financial institutions that participate in the network pay us either a fixed monthly feeper cardholder or a fixed fee per transaction in exchange for us providing their cardholders with surcharge-free ATMaccess to our large network of ATMs. These fees are meant to compensate us for the lack of surcharge revenues.Although we forego surcharge revenues on those transactions, we continue to earn interchange revenues at a pertransaction rate that is usually set by Allpoint. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose,payroll, and EBT cards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to theAllpoint’s participating ATM network. 52 Table of ContentsThe interchange fees paid to us by both our bank-branding and Allpoint customers are earned on a per transactionbasis and are included within the interchange revenue category. ·Managed services revenue. Under a managed service arrangement, we offer ATM-related services depending on theneeds of our customers, including monitoring, maintenance, cash management, cash delivery, customer service,transaction processing, and other services. Our customers, who include retailers and financial institutions, may alsoat times request that we own the ATMs. Under a managed services arrangement, all of the surcharge and interchangefees are earned by our customer, whereas we typically receive a fixed management fee per ATM and/or a fixed feeper transaction in return for providing agreed-upon service or suite of services. Managed services arrangementsallow our customers to have greater flexibility to control the profitability per ATM by managing the surcharge fee.For financial institutions, we have recently expanded our services and now provide managed service solutions forboth their on-branch and off-branch ATMs. Currently, we offer managed services in the U.S., Canada, and Australia. ·Other revenue. In addition to the above, we also earn ATM operating revenues from transaction processing for thirdparty ATM operators, advertising revenues, professional services, and other fees. The Company typically recognizesthese revenues as the services are provided and the revenues earned. The following table presents the components of our total ATM operating revenues: Year Ended December 31, 2017 2016 2015Surcharge revenue 45.7% 40.1% 40.9%Interchange revenue 32.7 37.3 37.3 Bank-branding and surcharge-free network revenues 13.2 15.7 15.3 Other revenues, including managed services 8.4 6.9 6.5 Total ATM operating revenues 100.0% 100.0% 100.0% ATM product sales and other revenues. We present revenues from the sale of ATMs and ATM-related equipment andother non-transaction-based revenues in the ATM product sales and other revenues line item in the accompanyingConsolidated Statements of Operations. These revenues consist primarily of sales of ATMs and ATM-related equipment tomerchants operating under merchant-owned arrangements, as well as sales under our value-added reseller (“VAR”) programwith NCR. Under our VAR program, we primarily sell ATMs to associate VARs who in turn resell the ATMs to variousfinancial institutions throughout the U.S. in territories authorized by the equipment manufacturer. We expect to continue toderive a portion of our revenues from sales of ATMs and ATM-related equipment in the future. Cost of Revenues Our cost of revenues primarily consist of the costs directly associated with the transactions completed on our network ofATMs. These costs include merchant commissions, vault cash rental expense, other cost of cash, repairs and maintenanceexpense, communications expense, transaction processing fees, and direct operations expense. To a lesser extent, cost ofrevenues also includes those costs associated with the sales of ATMs and ATM-related equipment and providing certainservices to third parties. The following is a description of our primary cost of revenues categories: ·Merchant commissions. We pay our merchants a fee for allowing us an exclusive right to place our ATM at theirlocation. That fee amount depends on a variety of factors, including the type of arrangement under which the ATMis placed, the type of location, and the number of transactions on that ATM. ·Vault cash rental expense. We pay monthly fees to our vault cash providers for renting the vault cash that ismaintained in our ATMs. The fees we pay under our arrangements with our vault cash providers are based on marketrates of interest; therefore, changes in the general level of interest rates affect our cost of cash. In order to limit ourexposure to increases in interest rates, we have entered into a number of interest rate swap contracts of53 Table of Contentsvarying notional amounts through 2022 for our U.S. and U.K. current and anticipated outstanding vault cash rentalobligations. ·Other costs of cash. Other costs of cash includes all costs associated with the provision of cash for our ATMs exceptfor vault cash rental expense, including third-party armored courier services, cash insurance, reconciliation of ATMcash balances, associated wire fees, and other costs. This category excludes the cost of our wholly-owned armoredcourier operation in the U.K., as those costs are reported in the Other expenses line item described below. ·Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for firstand/or second line maintenance for the ATM. In most of our markets, we generally use third-parties with nationaloperations to provide these services. In the U.K., Australia, Canada, and South Africa, we maintain in-housetechnicians to service our ATMs, and those costs are reported in the Other expenses line item described below. ·Communications. Under our Company-owned arrangements, we are usually responsible for the expenses associatedwith providing telecommunications capabilities to the ATMs, allowing them to connect with the applicable EFTnetworks. ·Transaction processing. We own and operate EFT transaction processing platforms, through which the majority ofour ATMs are driven and monitored. We also utilize third-party processors to gateway certain transactions to theEFT networks for authorization by the cardholders’ financial institutions and to settle transactions. As a result of ourpast acquisitions, we have inherited transaction processing contracts with certain third-party providers that havevarying lengths of remaining contractual terms. Over the next couple of years, we plan to convert the majority of ourATMs currently operating under these contracts to our own EFT transaction processing platforms. ·Other expenses. Other expenses primarily consist of direct operations expenses, which are costs associated withmanaging our ATM network, including expenses for monitoring the ATMs, program managers, technicians, cashordering and forecasting personnel, cash-in-transit and maintenance engineers (principally in the U.K., Canada, andAustralia), and customer service representatives. ·Cost of ATM product sales. In connection with the sale of ATM and ATM-related equipment to merchants anddistributors, we incur costs associated with purchasing the ATM equipment from manufacturers, as well as deliveryand installation expenses. Additionally, this category includes costs related to providing maintenance services tothird-party customers in the U.K. The following table presents the components of our total cost of ATM operating revenues: Year Ended December 31, 2017 2016 2015Merchant commissions 50.3% 47.3% 47.7%Vault cash rental 8.1 9.3 9.6 Other costs of cash 10.0 10.3 9.9 Repairs and maintenance 8.7 9.7 9.6 Communications 4.0 4.1 4.3 Transaction processing 2.4 2.1 2.1 Stock-based compensation 0.1 0.1 0.2 Employee costs 8.4 8.7 9.6 Other expenses 8.0 8.4 7.0 Total cost of ATM operating revenues 100.0% 100.0% 100.0% 54 Table of ContentsWe define variable costs as those that vary based on transaction levels. The majority of Merchant commissions, Vaultcash rental expense, and Other costs of cash fall under this category. The other categories of Cost of ATM operating revenuesare mostly fixed in nature, meaning that any significant decrease in transaction volumes would lead to a decrease in theprofitability of our operations, unless there was an offsetting increase in per transaction revenues or decrease in our fixedcosts. Although the majority of our operating costs are variable in nature, an increase in transaction volumes may lead to anincrease in the profitability of our operations due to the economies of scale obtained through increased leveraging of ourfixed costs and incremental preferential pricing obtained from our vendors. We exclude depreciation, accretion, andamortization of intangible assets related to ATMs and ATM-related assets from our Cost of ATM operating revenues lineitem in the accompanying Consolidated Statements of Operations. The profitability of any particular location, and of our entire ATM operation, is attributable a combination of surcharge,interchange, bank-branding and surcharge-free network revenues, and managed services revenues, as well as the level of ourrelated costs. Accordingly, material changes in our surcharge or interchange revenues may be offset and in some cases morethan offset by bank-branding revenues, surcharge-free network fees, managed services revenues or other ancillary revenues,or by changes in our cost structure. Other operating expenses Our Other operating expenses include selling, general, and administrative expenses related to salaries, benefits,advertising and marketing, professional services, and overhead. Acquisition and divestiture-related expenses, redomicile-related expenses, restructuring expenses, depreciation and accretion of the ATMs, ATM-related assets, and other assets thatwe own, amortization of our acquired merchant and bank-branding contracts/relationships, and other amortizable intangibleassets are also components of our Other operating expenses. We depreciate our ATMs and ATM-related equipment on astraight-line basis over the estimated life of such equipment and amortize the value of acquired intangible assets over theestimated lives of such assets. 55 Table of ContentsResults of Operations The following table reflects line items from the accompanying Consolidated Statements of Operations as a percentage oftotal revenues for the periods indicated. Percentages may not add due to rounding. Year Ended December 31, 2017 2016 2015 Revenues: ATM operating revenues $1,451,37296.3% $1,212,86395.9% $1,134,02194.5%ATM product sales and other revenues 56,2273.7 52,5014.1 66,2805.5 Total revenues 1,507,599100.0 1,265,364100.0 1,200,301100.0 Cost of revenues: Cost of ATM operating revenues (excludesdepreciation, accretion, and amortization ofintangible assets reported separately below. See Note1(d)) 951,67063.1 768,20060.7 720,92560.1 Cost of ATM product sales and other revenues 47,4503.1 45,8873.6 62,0125.2 Total cost of revenues 999,12066.3 814,08764.3 782,93765.2 Operating expenses: Selling, general, and administrative expenses 174,23711.6 153,78212.2 140,50111.7 Redomicile-related expenses 7820.1 13,7471.1 — — Restructuring expenses 10,3540.7 — — — — Acquisition and divestiture-related expenses 18,9171.3 9,5130.8 27,1272.3 Goodwill and intangible asset impairment 194,52112.9 — — — — Depreciation and accretion expense 122,0368.1 90,9537.2 85,0307.1 Amortization of intangible assets 57,8663.8 36,8222.9 38,7993.2 Loss (gain) on disposal and impairment of assets 33,2752.2 81 — (14,010)(1.2) Total operating expenses 611,98840.6 304,89824.1 277,44723.1 (Loss) income from operations (103,509)(6.9) 146,37911.6 139,91711.7 Other expense: Interest expense, net 35,0362.3 17,3601.4 19,4511.6 Amortization of deferred financing costs and notediscount 12,5740.8 11,5290.9 11,3630.9 Other expense (income) 3,5240.2 2,9580.2 3,7800.3 Total other expense 51,1343.4 31,8472.5 34,5942.9 (Loss) income before income taxes (154,643)(10.3) 114,5329.1 105,3238.8 Income tax (benefit) expense (9,292)(0.6) 26,6222.1 39,3423.3 Net (loss) income (145,351)(9.6) 87,9106.9 65,9815.5 Net (loss) income attributable to noncontrolling interests (1) — (81) — (1,099)(0.1) Net (loss) income attributable to controlling interests andavailable to common shareholders $(145,350)(9.6)% $87,9917.0% $67,0805.6% (1)Excludes effects of depreciation, accretion, and amortization of intangible assets of $148.0 million, $107.5 million, and $103.5 million forthe years ended December 31, 2017, 2016, and 2015, respectively. See Item 8. Financial Statements and Supplementary Data, Note 1.Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation. Theinclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increasedour Cost of ATM operating revenues as a percentage of total revenues by 9.8%, 8.5%, and 8.6% for the years ended December 31, 2017,2016, and 2015, respectively.(2)Includes share-based compensation expense of $13.9 million, $20.6 million, and $18.2 million for the years ended December 31, 2017,2016, and 2015, respectively.. 56 Table of ContentsKey Operating Metrics The following table reflects certain key measures that management uses to gauge our operating performance for theperiods indicated, including the effect of the acquisitions: Year Ended December 31, 2017 % Change 2016 Average number of transacting ATMs: North America 51,472 13.6% 45,311 Europe & Africa 25,678 47.2 17,445 Australia & New Zealand 8,752 n/m — Total Company-owned 85,902 36.9 62,756 North America 15,141 (2.8) 15,575 Europe & Africa 616 n/m — Australia & New Zealand 103 n/m — Total Merchant-owned 15,860 1.8 15,575 Average number of transacting ATMs – ATM operations 101,762 29.9 78,331 Managed Services and Processing: North America 130,687 8.8 120,119 Australia & New Zealand 1,883 n/m — Average number of transacting ATMs – Managed services andprocessing 132,570 10.4 120,119 Total average number of transacting ATMs 234,332 18.1 198,450 Total transactions (in thousands): ATM operations 1,495,586 10.1 1,358,409 Managed services and processing, net 1,057,999 51.2 699,681 Total transactions 2,553,585 24.1 2,058,090 Total cash withdrawal transactions (in thousands): ATM operations 956,919 12.8 848,394 Per ATM per month amounts (excludes managed services andprocessing): Cash withdrawal transactions 784 (13.2) 903 ATM operating revenues $1,107 (9.3) $1,221 Cost of ATM operating revenues 739 (4.9) 777 ATM adjusted operating gross profit $368 (17.1)% $444 ATM adjusted operating gross profit margin 33.2% 36.4% (1)Certain ATMs previously reported in this category are now included in the United States: Managed services and processing and UnitedStates: Company-owned categories.(2)ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, andother ATM-related services are not included in this calculation.(3)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is presented separately in theaccompanying Consolidated Statements of Operations. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis ofPresentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation. 57 (1)(2) (2)(3)(2) (3)(2) (3)Table of ContentsThe following table reflects certain key measures that management uses to gauge our operating performance for the periodsindicated, excluding the effect of the acquisitions: Year Ended December 31, 2017 % Change 2016 Average number of transacting ATMs: North America 44,330 (2.2)% 45,311 Europe & Africa 18,221 4.4 17,445 Total Company-owned 62,551 (0.3) 62,756 North America 12,216 (21.6) 15,575 Total Merchant-owned 12,216 (21.6) 15,575 Average number of transacting ATMs – ATM operations 74,767 (4.5) 78,331 Managed Services and Processing: North America 129,345 7.7 120,119 Average number of transacting ATMs – Managed services andprocessing 129,345 7.7 120,119 Total average number of transacting ATMs 204,112 2.9 198,450 Total transactions (in thousands): ATM operations 1,317,111 (3.0) 1,358,409 Managed services and processing, net 690,095 (1.4) 699,681 Total transactions 2,007,206 (2.5) 2,058,090 Total cash withdrawal transactions (in thousands): ATM operations 814,253 (4.0) 848,394 Per ATM per month amounts (excludes managed services andprocessing): Cash withdrawal transactions 908 0.6 903 ATM operating revenues $1,228 0.6 $1,221 Cost of ATM operating revenues 798 2.7 777 ATM adjusted operating gross profit $430 (3.2)% $444 ATM operating gross profit margin 35.0% 36.4% (1)Certain ATMs previously reported in this category are now included in the United States: Managed services and processing and UnitedStates: Company-owned categories.(2)ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, andother ATM-related services are not included in this calculation.(3)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in theaccompanying Consolidated Statements of Operations. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis ofPresentation and Summary of Significant Accounting Policies – (d) Cost of ATM Operating Revenues Presentation. .58 (1)(2) (2)(3)(2) (3)(2) (3)Table of ContentsRevenues Year Ended December 31, 2017 %Change 2016 %Change 2015 (In thousands, excluding percentages) North America ATM operating revenues $932,962 8.3% $861,339 8.0% $797,809 ATM product sales and other revenues 47,424 0.8 47,058 25.4 37,541 North America total revenues 980,386 7.9 908,397 8.7 835,350 Europe & Africa ATM operating revenues 396,229 9.5 361,967 4.5 346,347 ATM product sales and other revenues 8,603 58.1 5,443 (81.1) 28,739 Europe & Africa total revenues 404,832 10.2 367,410 (2.0) 375,086 Australia & New Zealand ATM operating revenues 132,581 n/m — n/m — ATM product sales and other revenues 331 n/m — n/m — Australia & New Zealand total revenues 132,912 n/m — n/m — Eliminations (10,531) 0.8 (10,443) 3.0 (10,135) Total ATM operating revenues 1,451,372 19.7 1,212,863 7.0 1,134,021 Total ATM product sales and other revenues 56,227 7.1 52,501 (20.8) 66,280 Total revenues $1,507,599 19.1% $1,265,364 5.4% $1,200,301 59 Table of ContentsATM operating revenues. ATM operating revenues during the years ended December 31, 2017 and 2016 increased $238.5 million and $78.8 million, respectively, compared to the prior years. The following tables detail, by segment, thechanges in the various components of ATM operating revenues for the periods indicated: Year Ended December 31, 2017 2016 Change % Change (In thousands, excluding percentages)North America Surcharge revenues $442,271 $383,610 $58,661 15.3%Interchange revenues 197,042 202,462 (5,420) (2.7) Bank-branding and surcharge-free network revenues 191,016 190,206 810 0.4 Managed services revenues 49,727 33,491 16,236 48.5 Other revenues 52,906 51,570 1,336 2.6 North America total ATM operating revenues 932,962 861,339 71,623 8.3 Europe & Africa Surcharge revenues 113,052 102,619 10,433 10.2 Interchange revenues 272,502 250,274 22,228 8.9 Other revenues 10,675 9,074 1,601 17.6 Europe & Africa total ATM operating revenues 396,229 361,967 34,262 9.5 Australia & New Zealand Surcharge revenues 108,224 — 108,224 n/m Interchange revenues 4,416 — 4,416 n/m Bank-branding and surcharge-free network revenues 86 — 86 n/m Managed services revenues 15,024 — 15,024 n/m Other revenues 4,831 — 4,831 n/m Australia & New Zealand total ATM operating revenues 132,581 — 132,581 n/m Eliminations (10,400) (10,443) 43 (0.4) Total ATM operating revenues $1,451,372 $1,212,863 $238,509 19.7% Year Ended December 31, 2016 2015 Change % Change (In thousands, excluding percentages)North America Surcharge revenues $383,610 $357,549 $26,061 7.3%Interchange revenues 202,462 189,745 12,717 6.7 Bank-branding and surcharge-free network revenues 190,206 172,965 17,241 10.0 Managed services revenues 33,491 34,432 (941) (2.7) Other revenues 51,570 43,118 8,452 19.6 North America total ATM operating revenues 861,339 797,809 63,530 8.0 Europe Surcharge revenues 102,619 106,769 (4,150) (3.9) Interchange revenues 250,274 233,103 17,171 7.4 Other revenues 9,074 6,475 2,599 40.1 Europe total ATM operating revenues 361,967 346,347 15,620 4.5 Eliminations (10,443) (10,135) (308) 3.0 Total ATM operating revenues $1,212,863 $1,134,021 $78,842 7.0 North America. During the year ended December 31, 2017, our ATM operating revenues in our North Americaoperations, which includes our operations in the U.S., Canada, Mexico, and Puerto Rico, increased $71.6 million comparedto the prior year. This increase was primarily attributable to higher revenue in Canada and Mexico resulting from theDCPayments acquisition. The revenue increase was partially offset by the loss of 7-Eleven in the U.S. We estimate that60 Table of Contentsthe loss of 7-Eleven, beginning in July 2017, negatively impacted ATM operating revenues by approximately $36.7 million,when compared to the same period of the prior year. During the year ended December 31, 2016, our ATM operating revenues in North America increased $63.5 millioncompared to the prior year. This increase was primarily attributable to a combination of recent acquisitions and organicgrowth in the U.S. The increases were driven by (i) surcharge and interchange revenues primarily as a result of an acquisitioncompleted in early 2016, (ii) an increase in bank-branding and surcharge-free network revenues, resulting primarily from thecontinued growth of participating financial institutions and participation in our Allpoint network, and (iii) slightly higherper transaction surcharge rates. Our Canada and Mexico operations did not contribute appreciably to our revenue growthduring the period. For additional information related to recent trends that have impacted, and may continue to impact, the revenues fromour North America operations, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.S.above. Europe & Africa. During the year ended December 31, 2017, our ATM operating revenues in our Europe & Africaoperations, which includes our operations in the U.K., Ireland, Germany, Spain, South Africa, and the recently exitedPoland, as well as i-design, increased by $34.3 million compared to the prior year. Our ATM operating revenues would havebeen higher by approximately $16.1 million, or an additional 4.1%, absent adverse foreign currency exchange ratemovements relative to 2016. Excluding the foreign currency exchange rate movements, the increase was primarilyattributable to the Spark (South Africa) and DCPayments (the U.K. component of the business) acquisitions, as well asorganic ATM operating revenue growth, driven by an increase in the number of transacting ATMs related to recent ATMplacement agreements with new merchants, partially offset by lower same-store transactions in the U.K. For additionalinformation related to our constant-currency calculations, see Non-GAAP Financial Measures below. During the year ended December 31, 2016, our ATM operating revenues in our Europe operations increased by$15.6 million compared to the prior year. The increase was attributable to strong organic ATM operating revenue growth,driven by an increase in the number of transacting ATMs related to recent ATM placement agreements with new merchants,higher interchange rates in the U.K., and to a lesser extent, acquisition related growth. For additional information related toour constant-currency calculations, see Non-GAAP Financial Measures below. For additional information related to recent trends that have impacted, and may continue to impact, the revenues fromour Europe operations, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.K. above. Australia & New Zealand. During the year ended December 31, 2017, our ATM operating revenues in our Australia &New Zealand segment were $132.6 million, all of which was attributable to the DCPayments acquisition, as we did notpreviously have operations in Australia or New Zealand. The DCPayments acquisition was completed on January 6, 2017,and our results for the year ended December 31, 2017 reflect the ATM operating revenues from this date. ATM product sales and other revenues. During the year ended December 31, 2017, our ATM product sales and otherrevenues increased $3.7 million compared to the prior year. The increase was primarily related to additional equipment salesin our North America and Europe & Africa segments, driven by the DCPayments acquisition and their impact on Canada andthe U.K. During the year ended December 31, 2016, our ATM product sales and other revenues decreased $13.8 million comparedto the prior year. This decrease was primarily attributable to our 2015 divestiture of the retail cash-in-transit component ofthe previously acquired Sunwin business in the U.K., which was included in our 2015 financial results. 61 Table of ContentsCost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets) Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) North America Cost of ATM operating revenues $618,379 13.1% $546,544 10.5% $494,423 Cost of ATM product sales and other revenues 39,775 (12.9) 45,646 21.4 37,590 North America total cost of revenue 658,154 11.1 592,190 11.3 532,013 Europe & Africa Cost of ATM operating revenues 244,647 5.8 231,223 (1.8) 235,467 Cost of ATM product sales and other revenues 5,472 n/m 241 n/m 24,422 Europe & Africa total cost of revenues 250,119 8.1 231,464 (10.9) 259,889 Australia & New Zealand Cost of ATM operating revenues 94,147 n/m — n/m — Cost of ATM product sales and other revenues 2,326 n/m — n/m — Australia & New Zealand total cost of revenues 96,473 n/m — n/m — Corporate Corporate total cost of revenues 1,146 31.0 875 (28.2) 1,218 Eliminations (6,772) (35.1) (10,442) 2.5 (10,184) Cost of ATM operating revenues 951,670 23.9 768,200 6.6 720,924 Cost of ATM product sales and other revenues 47,450 3.4 45,887 (26.0) 62,012 Total cost of revenues $999,120 22.7% $814,087 4.0% $782,936 62 Table of ContentsCost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets). Cost ofATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) for the years endedDecember 31, 2017 and 2016, respectively, increased $183.5 million and $47.3 million, compared to the prior years. Thefollowing tables detail, by segment, changes in the various components of the cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) for the periods indicated: Year Ended December 31, 2017 2016 Change % Change (In thousands, excluding percentages)Cost of ATM operating revenues North America Merchant commissions $317,535 $266,050 $51,485 19.4%Vault cash rental 54,911 60,724 (5,813) (9.6) Other costs of cash 69,516 63,217 6,299 10.0 Repairs and maintenance 60,718 56,988 3,730 6.5 Communications 21,162 21,143 19 0.1 Transaction processing 8,270 6,840 1,430 20.9 Employee costs 33,340 29,311 4,029 13.7 Other expenses 52,927 42,271 10,656 25.2 North America total cost of ATM operating revenues 618,379 546,544 71,835 13.1 Europe & Africa Merchant commissions 106,522 97,611 8,911 9.1 Vault cash rental 13,603 10,349 3,254 31.4 Other costs of cash 17,057 15,640 1,417 9.1 Repairs and maintenance 14,142 17,315 (3,173) (18.3) Communications 12,032 10,236 1,796 17.5 Transaction processing 17,224 17,810 (586) (3.3) Employee costs 40,589 37,755 2,834 7.5 Other expenses 23,478 24,507 (1,029) (4.2) Europe & Africa total cost of ATM operating revenues 244,647 231,223 13,424 5.8 Australia & New Zealand Merchant commissions 54,449 — 54,449 n/m Vault cash rental 8,987 — 8,987 n/m Other costs of cash 8,828 — 8,828 n/m Repairs and maintenance 8,188 — 8,188 n/m Communications 4,583 — 4,583 n/m Transaction processing 2,447 — 2,447 n/m Employee costs 5,575 — 5,575 n/m Other expenses 1,090 — 1,090 n/m Australia & New Zealand total cost of ATM operating revenues 94,147 — 94,147 n/m Corporate 1,146 875 271 31.0 Eliminations (6,649) (10,442) 3,793 (36.3) Total cost of ATM operating revenues $951,670 $768,200 $183,470 23.9% 63 Table of Contents Year Ended December 31, 2016 2015 Change % Change (In thousands, excluding percentages)Cost of ATM operating revenues North America Merchant commissions $266,050 $243,908 $22,142 9.1%Vault cash rental 60,724 56,716 4,008 7.1 Other costs of cash 63,217 57,613 5,604 9.7 Repairs and maintenance 56,988 48,819 8,169 16.7 Communications 21,143 19,934 1,209 6.1 Transaction processing 6,840 6,252 588 9.4 Employee costs 29,311 25,429 3,882 15.3 Other expenses 42,271 35,752 6,519 18.2 North America total cost of ATM operating revenues 546,544 494,423 52,121 10.5 Europe Merchant commissions 97,611 99,630 (2,019) (2.0) Vault cash rental 10,349 12,347 (1,998) (16.2) Other costs of cash 15,640 14,074 1,566 11.1 Repairs and maintenance 17,315 20,086 (2,771) (13.8) Communications 10,236 11,212 (976) (8.7) Transaction processing 17,810 17,449 361 2.1 Employee costs 37,755 43,929 (6,174) (14.1) Other expenses 24,507 16,740 7,767 46.4 Europe total cost of ATM operating revenues 231,223 235,467 (4,244) (1.8) Corporate 875 1,219 (344) (28.2) Eliminations (10,442) (10,184) (258) 2.5 Total cost of ATM operating revenues $768,200 $720,925 $47,275 6.6% North America. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) increased $71.8 million compared to the prior year. Theincrease was attributable to the following: (i) incremental costs in Canada and Mexico resulting from the DCPaymentsacquisition, (ii) higher other cost of cash in the U.S. driven by charges from networks associated with suspected fraudulenttransactions following the EMV liability shift on the MasterCard network, (iii) higher maintenance costs in the U.S. relatedprimarily to recent software upgrades at certain Company-owned ATMs, and (iv) higher merchant commission expenseassociated with our recent contract renewals. These increases were partially offset by a decrease in vault cash rental expensein the U.S. as a result of vault cash interest savings associated with lower fixed rates and notional amounts outstanding on ourinterest rate swaps. Additionally, as the ATMs at 7-Eleven locations were removed during the latter part of 2017, ouroperating expenses associated with these locations were reduced. During the year ended December 31, 2016, our cost of ATM operating revenues (exclusive of depreciation, accretion,and amortization of intangible assets) increased $52.1 million compared to the prior year. The increase was driven primarilyby revenue growth, including an acquisition in early 2016, and higher merchant commissions expense associated withcontract renewals. Europe & Africa. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) increased $13.4 million compared to the prior year. Excludingforeign currency exchange rate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, andamortization of intangible assets) increased $23.5 million, or 10%. The increase is consistent with the increase in ATMoperating revenues (also on a constant-currency basis) during the period. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below. Excluding the foreign currency exchange rate movements,the increase was fairly consistent with the increase in revenues (also on a constant-currency basis) during the period.Additionally, we continued to realize operational efficiencies across our maintenance and cash replenishment functions. 64 Table of Contents During the year ended December 31, 2016, our cost of ATM operating revenues (exclusive of depreciation, accretion,and amortization of intangible assets) decreased $4.2 million compared to the prior year. Adjusting for changes in foreigncurrency exchange rates, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization ofintangible assets) were up $23.7 million, or 10.1%. Excluding the foreign currency exchange rate movements, the increase isfairly consistent with the increase in revenues (also on a constant-currency basis) during the period. Additionally, wecontinued to realize operational efficiencies across our maintenance and cash replenishment functions. Australia & New Zealand. For the year ended December 31, 2017, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) in our Australia & New Zealand segment were $94.1 million,all of which was attributable to the DCPayments acquisition, as we did not previously have operations in Australia or NewZealand. The DCPayments acquisition was completed on January 6, 2017, and our results for the year ended December31, 2017 reflect the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibleassets) from this date. Cost of ATM product sales and other revenues. During the year ended December 31, 2017, our cost of ATM productsales and other revenues increased $1.6 million compared to the prior year. This increase was consistent with the increase inrelated revenues as discussed above. During the year ended December 31, 2016, our cost of ATM product sales and other revenues decreased $16.1 million.This decrease was also consistent with the decrease in related revenues, as discussed above. Selling, General, and Administrative Expenses Year Ended December 31, 2017 % Change 2016 %Change 2015 (In thousands, excluding percentages) Selling, general, and administrative expenses $160,385 20.4% $133,227 9.0% $122,265 Share-based compensation expense 13,852 (32.6) 20,555 12.7 18,236 Total selling, general, and administrative expenses $174,237 13.3% $153,782 9.5% $140,501 Percentage of total revenues: Selling, general, and administrative expenses 10.6% 10.5% 10.2%Share-based compensation expense 0.9 1.6 1.5 Total selling, general, and administrative expenses 11.6% 12.2% 11.7% Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation. SG&Aexpenses, excluding share-based compensation, increased $27.2 million during the year ended December 31, 2017compared to the prior year. The increase was primarily driven by additional SG&A expenses associated with the acquisitionscompleted during 2017, partially offset by the savings derived from our Restructuring Plan. SG&A expenses, excluding share-based compensation, increased $11.0 million during the year ended December 31,2016 compared to the prior year. This increase was attributable to the following: (i) higher payroll-related costs compared tothe same period in 2015 due to increased headcount, (ii) higher professional expenses primarily related to our businessgrowth initiatives, and (iii) increased costs related to strengthening our information technology and product developmentorganizations. Share-based compensation. Share-based compensation decreased $6.7 million during the year endedDecember 31, 2017 compared to the prior year, partially attributable to a higher level of forfeitures during the period as aresult of our Restructuring Plan and the associated employee terminations. The employee terminations resulted in the netreversal of $1.5 million in share-based compensation expense during the three months ended March 31, 2017. Additionally,65 Table of Contentswe recognized a lower estimated level of payout for the performance-based share awards in 2017 compared to the prior year. Share-based compensation increased $2.3 million during the year ended December 31, 2016 compared to the prior year,due to the timing and amount of grants made during the applicable periods and higher than anticipated companyperformance relative to targets for performance-based awards in 2016. For additional information related to equity awards,see Item 8. Financial Statements and Supplementary Data, Note 3. Share-Based Compensation. Redomicile-related Expenses Redomicile-related expenses. As a result of the Redomicile Transaction, we incurred $0.8 million and $13.7 million inredomicile-related expenses during the years ended December 31, 2017 and 2016, respectively. For additional information,see Developing Trends and Recent Events - Redomicile to the U.K. above. Restructuring Expenses Restructuring expenses. During 2017, the Company initiated a Restructuring Plan intended to improve its cost structureand operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, and other cost reductionmeasures. During the three months ended March 31, 2017, the Company incurred $8.2 million of pre-tax expenses related to theRestructuring Plan. These expenses included employee severance costs of $8.0 million and an immaterial amount of leasetermination costs. During the three months ended December 31, 2017, the Company amended the Restructuring Plan andrecognized an additional $2.2 million of pre-tax expenses primarily related to our previously announced wind down ofoperations in Poland. These costs are reflected in the Restructuring expenses line item in the accompanying ConsolidatedStatements of Operations and include contract termination costs related to our merchant, bank sponsorship, lease and otheragreements as well as employee severance costs. For additional information, see Item 8. Financial Statements andSupplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting – (f) Restructuring Expenses. Acquisition and Divestiture-related Expenses Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Acquisition and divestiture-related expenses $18,917 98.9% $9,513 (64.9)% $27,127 Percentage of total revenues 1.3% 0.8% 2.3% Acquisition and divestiture-related expenses. Acquisition and divestiture-related expenses increased $9.4 millionduring the year ended December 31, 2017 compared to the prior year. This increase was driven by the professional servicesand other costs associated with the completion and integration of the acquisitions completed during January 2017. Acquisition and divestiture-related expenses decreased $17.6 million during the year-ended December 31, 2016compared 2015. Acquisition and divestiture expenses in 2015 included significant costs incurred associated with our retailcash-in-transit divestiture in the U.K. and the CDS acquisition. The 2016 amounts relate to professional fees associated withthe acquisitions completed in early 2017 and employee severance costs associated with the divestiture. During 2015, we completed the acquisition of CDS and the divestiture of a portion of the Sunwin business in the U.K.,both of which drove a significant amount of acquisition and divestiture-related expenses in that year, together with someintegration-related costs associated with our 2014 acquisition of Sunwin. 66 Table of ContentsFor additional information, see Developing Trends and Recent Events - Acquisitions and Developing Trends and RecentEvents - Divestitures above. Goodwill and Intangible Asset Impairment Goodwill and intangible asset impairment. In September 2017, as a result of an unexpected event in Australia wherebythe four largest Australian banks removed direct charges to all users at their ATMs, we recognized $140.0 million and$54.5 million in impairment charges to reduce the carrying values of goodwill and intangible assets, respectively, associatedwith our Australia & New Zealand segment. For additional information related to this unexpected market shift in Australiaand the results of our testing as of December 31, 2017, see Item 8. Financial Statements and Supplementary Data, Note 1.Basis of Presentation and Summary of Significant Accounting – (l) Intangible Assets Other than Goodwill and (m) Goodwill. Depreciation and Accretion Expense Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Depreciation and accretion expense $122,036 34.2% $90,953 7.0% $85,030 Percentage of total revenues 8.1% 7.2% 7.1% Depreciation and accretion expense. For the year ended December 31, 2017, depreciation and accretion expenseincreased $31.1 million, or 34.2%, compared to the prior year. This increase was primarily driven by the assets we acquired inthe acquisitions completed during January 2017, and to a lesser extent, incremental depreciation expense associated with ourrecent U.S. ATM upgrades and replacements. Depreciation and accretion expense increased $5.9 million during the year ended December 31, 2016 compared to theprior year, primarily attributable to increased deployment of new and replacement Company-owned ATMs and acquisitionsin recent periods. Amortization of Intangible Assets Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Amortization of intangible assets $57,866 57.2% $36,822 (5.1)% $38,799 Percentage of total revenues 3.8% 2.9% 3.2% Amortization of intangible assets. The increase in amortization of intangible assets of $21.0 million for the year endedDecember 31, 2017 compared to the prior year, was driven by the additional intangible assets that were recognized inconnection with the acquisitions completed during January 2017. The slight decrease in amortization of intangible assets of $2.0 million for the year ended December 31, 2016 comparedto the prior year, was primarily attributable to certain assets becoming fully amortized during 2015.67 Table of Contents Loss (Gain) on Disposal and Impairment of Assets Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Loss (gain) on disposal and impairment of assets $33,275 n/m $81 n/m% $(14,010) Percentage of total revenues 2.2% —% (1.2)% Loss (gain) on disposal and impairment of assets. For the year ended December 31, 2017, the loss on disposal andimpairment of assets was $33.3 million. The increase relative to the prior periods was primarily a result of an unexpectedmarket shift in Australia following the announcement by the country’s four largest banks that they will remove direct chargesto all consumers at their ATMs. Following this announcement, we recognized $21.5 million in impairment charges to reducethe carrying values of certain long-lived assets and adjust the inventory associated with our Australia & New Zealandsegment to its estimated net realizable value. For additional information related to this unexpected market shift in Australia,see Item 1. Financial Statements, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) IntangiblesAssets Other Than Goodwill and (m) Goodwill. During 2017, we also identified certain assets that we assessed as likely to beabandoned or are no longer capable of recovering their carrying values and recognized an additional $11.8 million in assetimpairment and disposal charges, primarily in our U.S. business. The net gain on disposal of assets for the year ended December 31, 2015 is primarily related to a net pre-tax gain of$16.6 million recognized on the divestiture of our non-core business components in the U.K. completed in the year endedDecember 31, 2015. Interest Expense, net Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Interest expense, net $35,036 101.8% $17,360 (10.8)% $19,451 Amortization of deferred financing costs and note discount 12,574 9.1 11,529 1.5 11,363 Total interest expense, net $47,610 $28,889 $30,814 Percentage of total revenues 3.2% 2.3% 2.6% Interest expense, net. Interest expense, net, increased $17.7 million during the year ended December 31, 2017,compared to the prior year. The increase in interest expense was attributable to the incremental outstanding borrowings thatwere necessary to fund the acquisitions completed during January 2017. For additional information related to ouroutstanding borrowings, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt. Amortization of deferred financing costs and note discount. Amortization of deferred financing costs and note discountduring the year ended December 31, 2017, was up slightly from the prior year related to additional financing costs incurredin 2017, which are being amortized over the life of the instrument. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt. 68 Table of ContentsIncome Tax Expense Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Income tax (benefit) expense $(9,292) (134.9)% $26,622 (32.3)% $39,342 Effective tax rate 6.0% 23.2% 37.4% Income tax expense. The decrease in income tax expense, compared to the prior year, is attributable to a combination of1) the U.S. Tax Reform benefit of $11.6 million, 2) the excess tax benefit related to stock compensation, and 3) the mix ofearnings across jurisdictions, and is partially offset by the establishment of a valuation allowance related to Australiandeferred tax assets of $6.4 million. The goodwill impairment in Australia recognized during the period endingSeptember 30, 2017, was not deductible for income tax purposes, and as a result, there was no tax benefit recognized from theimpairment. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis ofPresentation and Summary of Significant Accounting – (l) Intangible Assets Other Than Goodwill, (m) Goodwill, and Note18. Income Taxes. 69 Table of ContentsNon-GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted EBITA, Adjusted Net Income, Adjusted Net Income per diluted share, Free CashFlow, and certain financial results prepared in accordance with U.S. GAAP, as well as non-GAAP measures on a constant-currency basis represent non-GAAP financial measures provided as a complement to financial results prepared in accordancewith U.S. GAAP and may not be comparable to similarly-titled measures reported by other companies. We use these non-GAAP financial measures in managing and measuring the performance of our business, including setting and measuringincentive based compensation for management. We believe that the presentation of these measures and the identification ofnotable, non-cash, and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhancean investor’s understanding of the underlying trends in our business and provide for better comparability between periods indifferent years. Adjusted EBITDA and Adjusted EBITA excludes amortization of intangible assets, share-based compensationexpense, acquisition and divestiture-related expenses, certain non-operating expenses, certain costs not anticipated to occurin future periods (if applicable in a particular period), gains or losses on disposal of assets, our obligation for the payment ofincome taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment fornoncontrolling interests. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. Depreciation andaccretion expense and amortization of intangible assets are excluded as these amounts can vary substantially from companyto company within our industry depending upon accounting methods and book values of assets, capital structures, and themethods by which the assets were acquired. Adjusted Net Income represents net income computed in accordance with U.S.GAAP, before amortization of intangible assets, gains or losses on disposal of assets, share-based compensation expense,certain other expense amounts, acquisition and divestiture-related expenses, certain non-operating expenses, and (ifapplicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). Priorto June 30, 2016, Adjusted Net Income was calculated using an estimated long-term cross-jurisdictional effective cash taxrate of 32%. Subsequent to the redomicile of our parent company to the U.K., we have revised the process for determining ournon-GAAP tax rate and now utilizes a non-GAAP tax rate derived from the U.S. GAAP tax rate adjusted for the net tax effectsof the identified Adjustments, based on the nature and geography of the Adjustments. For the year ended December 31, 2017,the non-GAAP rate of 27.7% excludes a non-recurring net benefit of $11.6 million related to U.S. Tax Reform which isincluded in the U.S. GAAP tax rate. For the year ended December 31, 2016, the non-GAAP tax rate of 29.1% is a result of29.2% for the quarter ended December 31, 2016, which excludes a non-recurring benefit of $8.2 million related to the releaseof a valuation allowance on deferred tax assets in the U.K., which is included in the U.S. GAAP tax rate, 24.2% for the quarterended September 30, 2016, and for the six months ended June 30, 2016, our previous estimated long-term cross-jurisdictional tax rate of 32%. For the year ended December 31, 2015, we used our previous estimated long-term cross-jurisdictional tax rate of 32%. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income byweighted average diluted shares outstanding. Free Cash Flow is defined as cash provided by operating activities lesspayments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Free CashFlow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principalpayments on portions of our long-term debt. Management calculates certain U.S. GAAP as well as non-GAAP measures on aconstant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of theprevious year and applying these rates to the measures in the current reporting period. Management uses U.S. GAAP as wellas non-GAAP measures on a constant-currency basis to assess performance and eliminate the effect foreign currencyexchange rates have on comparability between periods. The non-GAAP financial measures presented herein should not be considered in isolation or as a substitute for operatingincome, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measuresprepared in accordance with U.S. GAAP. Reconciliations of the non-GAAP financial measures used herein to the mostdirectly comparable U.S. GAAP financial measures are presented as follows:70 Table of ContentsReconciliation of Net (Loss) Income Attributable to Controlling Interests and Available to Common Shareholders toEBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income (in thousands, excluding share and per shareamounts) Year Ended December 31, 2017 2016 2015Net (loss) income attributable to controlling interests and available tocommon shareholders$(145,350) $87,991 $67,080Adjustments: Interest expense, net 35,036 17,360 19,451Amortization of deferred financing costs and note discount 12,574 11,529 11,363Income tax (benefit) expense (9,292) 26,622 39,342Depreciation and accretion expense 122,036 90,953 85,030Amortization of intangible assets 57,866 36,822 38,799EBITDA $72,870 $271,277 $261,065 Add back: Loss (gain) on disposal and impairment of assets 33,275 81 (14,010)Other expense 3,524 2,958 3,780Noncontrolling interests (25) (67) (996)Share-based compensation expense 14,395 21,430 19,421Redomicile-related expenses 782 13,747 —Restructuring expenses 10,354 — Acquisition and divestiture-related expenses 18,917 9,513 27,127Goodwill and intangible asset impairment 194,521 — Adjusted EBITDA$348,613 $318,939 $296,387Less: Depreciation and accretion expense 122,029 90,927 84,608Adjusted EBITA$226,584 $228,012 $211,779Less: Interest expense, net 35,036 17,360 19,447Adjusted pre-tax income 191,548 210,652 192,332Income tax expense 53,084 61,342 61,546Adjusted Net Income$138,464 $149,310 $130,786 Adjusted Net Income per share – basic$3.03 $3.30 $2.92Adjusted Net Income per share – diluted $3.00 $3.26 $2.88 Weighted average shares outstanding – basic 45,619,679 45,206,119 44,796,701Weighted average shares outstanding – diluted 46,214,715 45,821,527 45,368,687 (1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition-related contingent consideration payable, and other non-operatingcosts.(2)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexicansubsidiaries.(3)Expenses associated with the redomicile of our parent company to the U.K., which was completed on July 1, 2016.(4)Expenses primarily related to employee severance costs associated with our Restructuring Plan implemented in the first quarter of 2017 and certain costsassociated with exiting its Poland operations during the fourth quarter of 2017.(5)Acquisition and divestiture-related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs.(6)Goodwill and intangible asset impairments related to our Australia & New Zealand segment.(7)Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interestshareholders.(8)For the year ended December 31, 2017, 2016, and 2015, calculated using an effective tax rate of approximately 27.7%, 29.1%, and 32.0%, respectively, whichrepresents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income. For 2017 it excludes non-recurringtax items related to U.S. Tax Reform. See Non-GAAP Financial Measures above.(9)Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstandingthat would have resulted from positive U.S. GAAP Net Income, if applicable. 71 (1)(2)(3)(4)(5)(6)(7)(7)(8)(9)Table of Contents Reconciliation of U.S. GAAP Revenue to Constant-Currency Revenue Europe & Africa revenue Year Ended December 31, 2017 2016 % Change U. S.GAAP ForeignCurrencyImpact Constant -Currency U.S.GAAP U.S.GAAP Constant -Currency (In thousands) ATM operating revenues $396,229 $16,091 $412,320 $361,967 9.5% 13.9%ATM product sales and other revenues 8,603 274 8,877 5,443 58.1 63.1 Total revenues $404,832 $16,365 $421,197 $367,410 10.2% 14.6% Consolidated revenue Year Ended December 31, 2017 2016 % Change U. S.GAAP ForeignCurrencyImpact Constant -Currency U.S.GAAP U.S.GAAP Constant -Currency (In thousands) ATM operating revenues $1,451,372 $15,480 $1,466,852 $1,212,863 19.7% 20.9%ATM product sales and other revenues 56,227 228 56,455 52,501 7.1 7.5 Total revenues $1,507,599 $15,708 $1,523,307 $1,265,364 19.1% 20.4% Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non-GAAPbasis to Constant-Currency Year Ended December 31, 2017 2016 % Change Non -GAAP ForeignCurrencyImpact Constant -Currency Non -GAAP Non -GAAP Constant -Currency (In thousands) Adjusted EBITDA $348,613 $4,554 $353,167 $318,939 9.3% 10.7%Adjusted Net Income $138,464 $2,083 $140,547 $149,310 (7.3)% (5.9)%Adjusted Net Income per share – diluted $3.00 $0.04 $3.04 $3.26 (8.0)% (6.7)% (1)As reported on the Reconciliation of Net Income Attributable to Controlling Interests and Available to CommonShareholders’ to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income above.(2)Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstandingof 46,214,715 and 45,821,527 for the years ended December 31, 2017 and 2016, respectively. 72 (1) (1) (1)(2)Table of ContentsCalculation of Free Cash Flow Year Ended December 31, 2017 2016 2015 Cash provided by operating activities$217,892 $270,275 $256,553Payments for capital expenditures: Cash used in investing activities, excluding acquisitions and divestitures (144,140) (125,882) (142,349)Free cash flow$73,752 $144,393 $114,204 (1)Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other intangible assets.Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrollinginterest amounts..Liquidity and Capital Resources Overview As of December 31, 2017, we had $51.4 million in cash and cash equivalents on hand and $917.7 million in outstandinglong-term debt. We have historically funded our operations primarily through cash flows from operations, borrowings under ourrevolving credit facility, and the issuance of debt and equity securities and used a portion of our cash flows to invest inadditional ATMs, either through acquisitions or through organic growth. We have also used cash to pay interest andprincipal amounts outstanding under our borrowings. Because we collect a sizable portion of our cash from sales on a dailybasis but generally pay our vendors on 30 day terms and are not required to pay certain of our merchants until 20 days afterthe end of each calendar month, we are able to utilize the excess available cash flow to reduce borrowings made under ourrevolving credit facility and to fund capital expenditures. Accordingly, it is not uncommon for us to reflect a working capitaldeficit position in the accompanying Consolidated Balance Sheets. We believe that our cash on hand and our current revolving credit facility will be sufficient to meet our working capitalrequirements and contractual commitments for the next twelve months. We expect to fund our working capital needs fromcash flows from our operations and borrowings under our revolving credit facility, to the extent needed. See FinancingFacilities below. Operating Activities Net cash provided by operating activities totaled $217.9 million, $270.3 million, and $256.6 million during the yearsended December 31, 2017, 2016, and 2015, respectively. These increases are primarily attributable to our profitableoperations before non-cash expenses and changes in working capital. Investing Activities Net cash used in investing activities totaled $631.2 million, $139.2 million, and $209.6 million for the years endedDecember 31, 2017, 2016, and 2015, respectively. These amounts vary by year, depending on acquisition and divestitureactivities in a particular year, along with our capital investments. In each of the years 2017, 2016, and 2015, we completedacquisitions and divestitures of varying sizes. In each of 2017, 2016, and 2015, we incurred a significant amount of capitalexpenditures associated with compliance with the EMV standard in the U.S. and certain merchant contract renewals. Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, for a total transaction value ofapproximately $658 million Canadian Dollars (approximately $495 million U.S. dollars). On January 31, 2017, wecompleted the acquisition of Spark with initial cash consideration, paid at closing, and potential additional contingentconsideration subject to certain performance conditions being met in future periods. Both of these transactions were73 (1)Table of Contentsfinanced at close with cash on hand and borrowings under our revolving credit facility. For additional information, seeDeveloping Trends and Recent Events - Acquisitions above. Anticipated future capital expenditures. We currently anticipate that the majority of our capital expenditures for theforeseeable future will be attributable to ongoing support for our existing estate and operations, organic growth projects,including the purchase of ATMs for both new and existing ATM management agreements and various compliancerequirements. We currently anticipate that our capital expenditures for 2018 will total approximately $110 million, themajority of which is expected to be utilized to support new business growth. We expect such capital expenditures to befunded primarily through our cash flows from operations and we anticipate being able to fund all capital expendituresinternally. Financing Activities and Facilities Net cash provided by (used in) financing activities $391.4 million, $(78.9) million, and $(48.5) million for the yearsended December 31, 2017, 2016, and 2015, respectively. The cash provided by financing activities during the year endedDecember 31, 2017 was primarily related to borrowings to finance our acquisitions in January 2017. The cash used duringthe years ended December 31, 2016 and 2015 was primarily attributable to repayments of borrowings under our revolvingcredit facility. For information related to our financing facilities, see Item 8. Financial Statements and Supplementary Data, Note 10.Long-term Debt. Effects of Inflation Our monetary assets, consisting primarily of cash and receivables, are not currently significantly affected by inflation.Similarly our non-monetary assets, consisting primarily of tangible and intangible assets, are not affected by inflation.However, inflation may in the future affect our expenses, such as those for employee compensation, operating costs andcapital expenditures, which may not be readily recoverable in the price of services offered by us. Contractual Obligations The following table reflects our significant contractual obligations and other commercial commitments as ofDecember 31, 2017: Payments Due by Period 2018 2019 2020 2021 2022 Thereafter Total (In thousands)Long-term debt obligations: Principal $ — $ — $287,500 $122,461 $250,000 $300,000 $959,961Interest 32,411 32,411 32,172 27,581 20,286 55,000 199,861Operating leases 9,264 7,181 5,529 4,320 2,511 8,829 37,634Merchant space leases 5,687 2,848 2,116 1,572 993 873 14,089Minimum service contracts 732 97 — — — — 829Open purchase orders 2,459 — — — — — 2,459Total contractual obligations $50,553 $42,537 $327,317 $155,934 $273,790 $364,702 $1,214,833 (1)Represents the $250.0 million face value of our Senior Notes, $287.5 million face value of our Convertible Notes, $300.0 million facevalue of our 2025 Notes, and $122.5 million outstanding under our revolving credit facility.(2)Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2017, assuming currentinterest rates and consistent amount of debt outstanding over the periods indicated in the table above. .74 (1)(2)Table of ContentsCritical Accounting Policies and Estimates Our consolidated financial statements included in this 2017 Form 10-K have been prepared in accordance withU.S. GAAP, which requires management to make numerous estimates and assumptions. Actual results could differ from thoseestimates and assumptions, thus impacting our results of operations and financial position. The critical accounting policiesand estimates described in this section are those that are most important to the depiction of our financial condition andresults of operations and the application of which requires management’s most subjective judgments in making estimatesabout the effect of matters that are inherently uncertain. For additional information related to our significant accountingpolicies, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary ofSignificant Accounting Policies. Goodwill and intangible assets. We have accounted for our acquisitions as business combinations in accordance withU.S. GAAP. Accordingly, the purchase consideration for any acquisitions have been allocated to the assets acquired andliabilities assumed based on their respective fair values as of each acquisition date. Intangible assets that met the criteriaestablished by U.S. GAAP for recognition apart from goodwill include acquired merchant and bank-brandingcontract/relationships, trade names, technology, and the non-compete agreements entered into in connection with certainacquisitions. The excess of the purchase consideration of the acquisitions over the fair values of the identified assets acquiredand liabilities assumed is recognized as goodwill in our consolidated financial statements. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but instead are tested at leastannually for impairment, and intangible assets that have finite useful lives are amortized over their estimated useful lives. Wefollow the specific guidance provided in U.S. GAAP for testing goodwill and other non-amortized intangible assets forimpairment. In 2017, we elected to forego the optional qualitative assessment allowed under U.S. GAAP to determine if it wasnecessary to perform a quantitative assessment. The qualitative assessment considers whether it is more likely than not thatthe fair value of a reporting unit is less than its carrying amount. In the event that the qualitative assessment indicates it ismore likely than not that the fair value of a reporting unit is less than its carrying amount, we perform the quantitativeassessment prescribed by the guidance where the carrying amount of the net assets associated with each applicable reportingunit is compared to the estimated fair value of such reporting unit as of the date of the test or the annual testing date,December 31, 2017. For the year ended December 31, 2017, we performed our annual goodwill impairment test for seven separate reporting units: (i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) theCanada operations, (v) the South Africa operations, (vi) the Germany operations, and (vii) the Mexico operations. We evaluate the recoverability of our goodwill and non-amortized intangible assets by estimating the future discountedcash flows of the reporting units to which the goodwill and non-amortized intangible assets relate. We use discount ratescorresponding to our cost of capital, risk-adjusted as appropriate, to determine the discounted cash flows, and considercurrent and anticipated business trends, prospects, and other market and economic conditions when performing ourevaluations. These evaluations are performed on an annual basis at a minimum, or more frequently based on the occurrenceof events that might indicate a potential impairment. Examples of events that might indicate impairment include, but are notlimited to, the loss of a significant contract, a material change in the terms or conditions of a significant contract, orsignificant decreases in revenues associated with a contract or business. Valuation of long-lived assets. We place significant value on the installed ATMs that we own and manage in merchantlocations and the related acquired merchant and bank-branding contracts/relationships. Long-lived assets, such as propertyand equipment and intangible assets subject to amortization, are reviewed for impairment at least annually, and wheneverevents or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We test ouracquired merchant and bank-branding contract/relationship intangible assets for impairment quarterly, along with the relatedATMs, on an individual merchant and bank-branding contract/relationship basis for our significant acquiredcontracts/relationships, and on a pooled or portfolio basis (by acquisition) for all other acquired contracts/relationships. In determining whether a particular merchant and bank-branding contract/relationship is significant enough to warrant aseparate identifiable intangible asset, we analyze a number of relevant factors, including: (i) estimates of the historical cashflows from such contract/relationship prior to its acquisition, (ii) estimates regarding our ability to increase thecontract/relationship’s cash flows subsequent to the acquisition through a combination of lower operating costs, the75 Table of Contentsdeployment of additional ATMs, and the generation of incremental revenues from increased surcharges and/or new merchantor bank-branding contracts/relationships, and (iii) estimates regarding our ability to renew such contract/relationship beyondtheir originally scheduled termination date. An individual merchant and bank-branding contract/relationship, and the relatedATMs, could be impaired if the contract/relationship is terminated sooner than originally anticipated, or if there is a declinein the number of transactions related to such contract/relationship without a corresponding increase in the amount of revenuecollected per transaction. A portfolio of purchased contract/relationship intangibles, including the related ATMs, could beimpaired if the contract/relationship attrition rate is materially more than the rate used to estimate the portfolio’s initialvalue, or if there is a decline in the number of transactions associated with such portfolio without a corresponding increase inthe revenue collected per transaction. Whenever events or changes in circumstances indicate that a merchant or bank-branding contract/relationship intangible asset may be impaired, we evaluate the recoverability of the intangible asset, andthe related ATMs, by measuring the related carrying amounts against the estimated undiscounted future cash flowsassociated with the related contract/relationship or portfolio of contracts/relationships. Should the sum of the expected futurenet cash flows be less than the carrying values of the tangible and intangible assets being evaluated, an impairment losswould be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs andintangible assets exceeded the calculated fair value. Income taxes. Income tax provisions are based on taxes payable or refundable for the current year and deferred taxes ontemporary differences between the amount of taxable income and income before provision of income taxes and between thetax basis of assets and liabilities and their reported amounts in our consolidated financial statements. We include deferred taxassets and liabilities in our consolidated financial statements at currently enacted income tax rates. As changes in tax laws orrates are enacted, we adjust our deferred tax assets and liabilities through the income tax provision. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or allof the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation offuture taxable income during the periods in which those temporary differences become deductible. We consider thescheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making thisassessment. In the event we do not believe we will be able to utilize the related tax benefits associated with deferred taxassets, we record valuation allowances to reserve for the assets. Asset retirement obligations (“ARO”). We estimate the fair value of future ARO costs associated with our cost todeinstall ATMs and, in some cases, restoring the ATM sites to their original conditions. ARO estimates are based on anumber of assumptions, including: (i) the types of ATMs that are installed, (ii) the relative mix where the ATMs are installed(i.e., whether such ATMs are located in single-merchant locations or in locations associated with large, geographically-dispersed retail chains), and (iii) whether we will ultimately be required to refurbish the merchant store locations upon theremoval of the related ATMs. Additionally, we are required to make estimates regarding the timing of when AROs will beincurred. We utilize a pooled approach in calculating and managing our AROs, as opposed to a specific machine-by-machineapproach, by pooling the ARO of assets based on the estimated deinstallation dates. We periodically review thereasonableness of the ARO balance by obtaining the current machine count and updated cost estimates to deinstall ATMs. The fair value of a liability for an ARO is recognized in the period in which it is incurred and can be reasonablyestimated. ARO costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over theasset’s estimated useful life. Fair value estimates of liabilities for AROs generally involve discounted future cash flows.Periodic accretion of such liabilities due to the passage of time is recorded as an operating expense in the consolidatedfinancial statements. Upon settlement of the liability, we recognize a gain or loss for any difference between the settlementamount and the liability recorded. Share-based compensation. We calculate the fair value of share-based instruments awarded to our Board of Directors andemployees on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expenseover the requisite service periods of the related awards. In determining the fair value of our share-based awards, we arerequired to make certain assumptions and estimates, including: (i) the number of awards that may ultimately be granted toand forfeited by the recipients, (ii) the expected term of the underlying awards, and (iii) the future volatility associated withthe price of our common shares. For additional information related to such estimates, and the basis for our76 Table of Contentsconclusions regarding such estimates for the year ended December 31, 2017, see Item 8. Financial Statements andSupplementary Data, Note 3. Share-Based Compensation. Derivative financial instruments. We recognize all of our derivative instruments as assets or liabilities in theaccompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (e.g., gains or losses)of the derivative instruments depends on: (i) whether such instruments have been designated and qualify as part of a hedgingrelationship and (ii) the type of hedging relationship designated. For derivative instruments that are designated and qualifyas hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, afair value hedge, or a hedge of a net investment in a foreign operation. These derivatives are valued using pricing modelsbased on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), whiletaking into account the creditworthiness of the party that is in the liability position with respect to each trade. As ofDecember 31, 2017, all of our derivative instruments were designated and qualify as cash flow hedges, and, accordingly,changes in the fair values of such derivatives have been reflected in the Accumulated other comprehensive loss, net line itemin the accompanying Consolidated Balance Sheets. For additional information related to our derivative financial instrumenttransactions, see Item 8. Financial Statements and Supplementary Data, Note 15. Derivative Financial Instruments. Convertible Notes. We are party to various derivative instruments related to the issuance of our Convertible Notes. As ofDecember 31, 2017, all of our derivative instruments related to the Convertible Notes qualified for classification in theShareholders’ equity line item in the accompanying Consolidated Balance Sheets. We are required, however, for theremaining term of the Convertible Notes, to assess whether we continue to meet the shareholders’ equity classificationrequirements and if in any future period we fail to satisfy those requirements we would need to reclassify these instrumentsout of Shareholders’ equity and record them as a derivative asset or liability, at which point we would be required to recordany changes in fair value through earnings. For additional information related to our Convertible Notes, see Item 8. FinancialStatements and Supplementary Data, Note 10. Long-Term Debt. New Accounting Pronouncements For recent accounting pronouncements, including those not yet adopted during 2017, see Item 8. FinancialStatements and Supplementary Data, Note 22. New Accounting Pronouncements. Commitments and Contingencies We are subject to various legal proceedings and claims arising in the ordinary course of our business. We do not expectthat the outcome in any of these legal proceedings, individually or collectively, will have a material adverse financial oroperational impact on us. For additional information related to our commitments and contingencies, see Item 8. FinancialStatements and Supplementary Data, Note 17. Commitments and Contingencies. Off-Balance Sheet Arrangements As of December 31, 2017, we did not have any material off-balance sheet arrangements, as contemplated in Item 303(a)(4)(ii) of Regulation S-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Disclosures about Market Risk We are exposed to certain risks related to our ongoing business operations, including interest rate risk associated withour vault cash rental obligations and, to a lesser extent, borrowings under our revolving credit facility. The followingquantitative and qualitative information is provided about financial instruments to which we were a party atDecember 31, 2017, and from which we may incur future gains or losses from changes in market interest rates or foreigncurrency exchange rates. We do not enter into derivative or other financial instruments for speculative or trading purposes. Hypothetical changes in interest rates and foreign currency exchange rates chosen for the following estimated sensitivityanalysis are considered to be reasonably possible near-term changes generally based on consideration of past77 Table of Contentsfluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates andforeign currency exchange rates, these hypothetical changes may not necessarily be an indicator of probable futurefluctuations. Interest Rate Risk Vault cash rental expense. Because our ATM vault cash rental expense is based on market rates of interest, it is sensitiveto changes in the general level of interest rates in the respective countries in which we operate. We pay a monthly fee on theaverage outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbankoffered rates in the U.S., the U.K., Germany, and Spain. In Australia, the formula is based on the Bank Bill Swap Rates(“BBSY”), in South Africa, the rate is based on the South African Prime Lending rate, in Canada, the rate is based on theBank of Canada’s Bankers Acceptance Rate and the Canadian Prime Rate, and in Mexico, the rate is based on the InterbankEquilibrium Interest Rate (commonly referred to as the “TIIE”). As a result of the significant sensitivity surrounding our vault cash rental expense, we have entered into a number ofinterest rate swap contracts with varying notional amounts and fixed interest rates in the U.S. and the U.K. to effectively fixthe rate we pay on the amounts of our current and anticipated outstanding vault cash balances. As a result of the DCPaymentsacquisition, completed January 6, 2017, we became party to Australian dollar notional interest rate swap contracts, whichterminate on February 28, 2019. The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts that arecurrently in place in the U.S. ($300 million was entered into in January 2018) and the U. K. (as of the date of the issuance ofthis 2017 Form 10-K) are as follows: Notional Amounts Weighted AverageFixed Rate NotionalAmounts Weighted AverageFixed Rate U.S. $ U.S. U.K. £ U.K. Term (In millions) (In millions) $300 1.88% — — January 16, 2018 – December 31, 2018$1,150 2.17% £550 0.82% January 1, 2018 – December 31, 2018$1,000 2.06% £550 0.90% January 1, 2019 – December 31, 2019$1,000 2.06% £500 0.94% January 1, 2020 – December 31, 2020$400 1.46% £500 0.94% January 1, 2021 – December 31, 2021$400 1.46% £500 0.94% January 1, 2022 – December 31, 2022 In conjunction with the DCPayments acquisition, completed on January 6, 2017, we became party to three interest rateswap contracts. Effective January 6, 2017, these interest rate swap contracts were designated as cash flow hedginginstruments.78 Table of Contents The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts that arecurrently in place in Australia (as of the date of the issuance of this 2017 Form 10-K) are as follows: Notional AmountsAUS $ Weighted Average Fixed Rate Term (In millions) $135 2.98% January 1, 2018 – February 27, 2018$85 3.11% February 28, 2018 – September 28, 2018$35 2.98% September 29, 2018 – February 28, 2019 Summary of Interest Rate Exposure on Average Outstanding Vault Cash The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in North Americabased on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a 100 basispoint increase in interest rates (in millions): North America Average outstanding vault cash balance $2,311Interest rate swap contracts fixed notional amount (1,000)Residual unhedged outstanding vault cash balance $1,311 Additional annual interest incurred on 100 basis point increase $13.11 Our ATM operating contract with our largest merchant relationship (7-Eleven in the U.S.) during 2017 was in the processof being de-installed during the fourth quarter of 2017. We expect that the ATMs associated with this relationship will befully removed by the end of the first quarter of 2018. Included within the $2.3 billion average outstanding vault cash balanceabove was approximately $0.4 billion of vault cash related to 7-Eleven ATMs. As a result, the average vault cash balance inthe U.S. excluding 7-Eleven would have been approximately $1.9 billion during the fourth quarter of 2017. With theadditional interest rate swaps that became effective in January 2018, which total $1.45 billion for the majority of 2018, weexpect to have floating interest rate exposure in the U.S. during 2018 on approximately $400 million to $500 million ofvault cash, prior to any other contractual measures or operational actions we may trigger to reduce costs. We have terms incertain of our North America contracts with merchants and financial institution partners where we can decrease fees paid tomerchants or effectively increase the fees paid to us by financial institutions if vault cash rental costs increase. Suchprotection will serve to reduce but not eliminate the exposure calculated above. Furthermore, we have the ability in NorthAmerica to partially mitigate our interest rate exposure through our operations. We believe we can reduce the averageoutstanding vault cash balances as interest rates rise by visiting ATMs more frequently with lower cash amounts. This abilityto reduce the average outstanding vault cash balances is partially constrained by the incremental cost of more frequent ATMvisits. Our contractual protections with merchants and financial institution partners and our ability to reduce the averageoutstanding vault cash balances will serve to reduce but not eliminate interest rate exposure. The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Europe &Africa based on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a 100basis point increase in interest rates (in millions): Europe & Africa Average outstanding vault cash balance $1,389Interest rate swap contracts fixed notional amount (730)Residual unhedged outstanding vault cash balance $659 Additional annual interest incurred on 100 basis point increase $6.59 Our sensitivity to changes in interest rates in Europe is partially mitigated by the interchange rate setting methodologythat impacts our U.K. interchange revenue. Under this methodology, expected interest rate costs are utilized to determine79 Table of Contentsthe interchange rate that is set on an annual basis. As a result of this structure, should interest rates rise in the U.K., causingour operating expenses to rise, we would expect to see a rise in interchange rates (and our revenues), albeit with some timelag. As discussed above, to further mitigate our risk, we entered into interest rate swap contracts that commence on January 1,2017. As a result, our exposure to floating interest payments in Europe has been fixed to the extent of the £550.0 millionnotional amount. The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Australia &New Zealand based on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a100 basis point increase in interest rates (in millions): Australia & New Zealand Average outstanding vault cash balance $250Interest rate swap contracts fixed notional amount (104)Residual unhedged outstanding vault cash balance $146 Additional annual interest incurred on 100 basis point increase $1.46 As of December 31, 2017, we had an asset of $15.6 million and a liability of $10.9 million (includes $0.1 million relatedto the foreign currency forward contracts) recorded in the accompanying Consolidated Balance Sheets related to our interestrate swap and foreign currency forward contracts, which represented the fair value asset or liability of the interest rate swapand foreign currency forward contracts, as derivative instruments are required to be carried at fair value. The fair valueestimate was calculated as the present value of amounts estimated to be received or paid to a marketplace participant in aselling transaction. These interest rate swap and foreign currency forward contracts are valued using pricing models based onsignificant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), the effectiveportion of the gain or loss on the derivative instrument is reported as a component of the Accumulated other comprehensiveloss, net line item in the accompanying Consolidated Balance Sheets and reclassified into earnings in the Vault cash rentalexpense line item in the accompanying Consolidated Statements of Operations in the same period or periods during whichthe hedged transaction affects earnings and has been forecasted into earnings. Interest expense. Our interest expense is also sensitive to changes in interest rates as borrowings under our revolvingcredit facility accrue interest at floating rates. In connection with the acquisition of DCPayments, we increased ourborrowings under our revolving credit facility. Subsequently, in April 2017, we issued the 2025 Notes at a fixed interest rateof 5.50% and used the net proceeds to repay $295.0 million of the outstanding borrowings under our revolving creditfacility. As a result, our outstanding borrowings and exposure to floating interest rates under our revolving credit facilitywere significantly lowered in April 2017. As of December 31, 2017, our outstanding borrowings under our revolving creditfacility, which carries a floating interest rate, were $122.5 million. In the future, we may consider derivative instruments toeffectively fix the interest rate on a portion of the outstanding borrowings under our revolving credit facility. Outlook. Although we currently hedge a substantial portion of our vault cash interest rate risk in the U.S., the U.K., andAustralia, we may not be able to enter into similar arrangements for similar amounts in the future, and any significant increasein interest rates in the future could have an adverse impact on our business, financial condition, and results of operations byincreasing our operating expenses. However, we expect that the impact on our consolidated financial statements from asignificant increase in interest rates would be partially mitigated by the interest rate swap and foreign currency forwardcontracts that we currently have in place associated with our vault cash balances in the U.S., the U.K., and Australia and otherprotective measures we have put in place to mitigate such risk. Foreign Currency Exchange Rate Risk As a result of our operations in the U.K., Ireland, Germany, Spain, Mexico, Canada, Australia, New Zealand, and SouthAfrica, we are exposed to market risk from changes in foreign currency exchange rates. The functional currencies of ourinternational subsidiaries are their respective local currencies. The results of operations of our international subsidiaries aretranslated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those resultsare recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balancesheet reporting date. These resulting translation adjustments to assets and liabilities have been80 Table of Contentsreported in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. Asof December 31, 2017, this accumulated translation loss totaled $24.4 million compared to $80.9 million as ofDecember 31, 2016. Our consolidated financial results were significantly impacted by changes in foreign currency exchange rates during theyear ended December 31, 2017 compared to the prior year. Our total revenues during the year ended December 31, 2017would have been higher by approximately $15.7 million had the foreign currency exchange rates from the year endedDecember 31, 2016 remained unchanged. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened orweakened 10% against the British pound, Euro, Polish zloty, Mexican peso, Canadian dollar, Australian dollar, or SouthAfrican rand, the effect upon our operating income would have been approximately $6.6 million for the year endedDecember 31, 2017. During 2017, we entered into forward currency swaps to mitigate our exposure to changes in foreigncurrency exchange rates related to expected cash flows generated in currencies other than the U.S. dollar that are expected tobe converted into U.S. dollars within the next twelve months. Certain intercompany balances are designated as short-term in nature. The changes in these balances related to foreigncurrency exchange rates have been recorded in the accompanying Consolidated Statements of Operations and we areexposed to foreign currency exchange rate risk as it relates to these intercompany balances. We do not hold derivative commodity instruments, and all of our cash and cash equivalents are held in money marketand checking funds.81 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX PageReports of Independent Registered Public Accounting Firm 83Consolidated Balance Sheets as of December 31, 2017 and 2016 86Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015 87Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2017, 2016, and 2015 88Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016, and 2015 89Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015 90Notes to Consolidated Financial Statements 911. Basis of Presentation and Summary of Significant Accounting Policies 912. Acquisitions and Divestitures 1023. Share-Based Compensation 1064. Earnings (Loss) per Share 1075. Related Party Transactions 1096. Property and Equipment, net 1107. Intangible Assets, net 1108. Prepaid Expenses, Deferred Costs, and Other Assets 1129. Accrued Liabilities 11310. Long-Term Debt 11311. Asset Retirement Obligations 11812. Other Liabilities 11913. Shareholders’ Equity 11914. Employee Benefits 12115. Derivative Financial Instruments 12216. Fair Value Measurements 12517. Commitments and Contingencies 12618. Income Taxes 12719. Concentration Risk 13120. Segment Information 13121. Supplemental Guarantor Financial Information 13422. New Accounting Pronouncements 14123. Supplemental Selected Quarterly Financial Information (Unaudited) 143 82 Table of ContentsReport of Independent Registered Public Accounting Firm To the Board of Directors and ShareholdersCardtronics plc:Opinion on Internal Control Over Financial ReportingWe have audited Cardtronics plc and subsidiaries’ (the “Company”) internal control over financial reporting as ofDecember 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committeeof Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidatedstatements of operations, comprehensive (loss) income, shareholders’ equity and cash flows for each of the years in the threeyear period ended December 31, 2017 and the related notes, (collectively, the “consolidated financial statements”), and ourreport dated February 28, 2018 expressed an unqualified opinion on those financial statements.As described in Management’s Annual Report on Internal Control over financial Reporting, management excluded from itsassessment the internal control over financial reporting of DirectCash Payments Inc. (“DCPayments”) and Spark ATMSystems Pty Ltd. (“Spark”), which were acquired during 2017 and whose total assets constituted 26% of consolidated totalassets (of which approximately 19% represents goodwill and intangible assets included within the scope of the assessment)and total revenues constituted approximately 18% of consolidated total revenue as of and for the year ended December 31,2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internalcontrol over financial reporting of DCPayments and Spark.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sAnnual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’sinternal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB andare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained inall material respects. Our audit of internal control over financial reporting included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. Our audit also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for ouropinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.83 Table of ContentsBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLPHouston, TexasFebruary 28, 201884 Table of ContentsReport of Independent Registered Public Accounting Firm The Board of Directors and ShareholdersCardtronics plc: Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Cardtronics plc and subsidiaries (the “Company”) as ofDecember 31, 2017 and 2016, the related consolidated statements of operations, comprehensive (loss) income, shareholders’equity, and cash flows for each of the years in the three‑year period ended December 31, 2017, and the related notes(collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, inall material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of itsoperations and its cash flows for each of the years in the three‑year period ended December 31, 2017, in conformity withU.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria establishedin Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission, and our report dated February 28, 2018 expressed an unqualified opinion on the effectiveness of theCompany’s internal control over financial reporting. Our report on the effectiveness of internal control contains anexplanatory paragraph that states that management’s assessment of the effectiveness of internal control over financialreporting and our audit of internal control over financial reporting excludes an evaluation of internal control over financialreporting for DirectCash Payments Inc. and Spark ATM Systems Pty Ltd., which were acquired in 2017.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these consolidated financial statements based on our audits. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the consolidated financial statements are free of materialmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of materialmisstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respondto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Webelieve that our audits provide a reasonable basis for our opinion./s/ KPMG LLPWe have served as the Company’s auditor since 2001.Houston, TexasFebruary 28, 2018 85 Table of Contents CARDTRONICS PLCCONSOLIDATED BALANCE SHEETS(In thousands, excluding share and per share amounts) December 31, 2017 December 31,2016ASSETS Current assets: Cash and cash equivalents $51,370 $73,534Accounts and notes receivable, net of allowance for doubtful accounts of $2,001and $1,931 as of December 31, 2017 and December 31, 2016, respectively 105,245 84,156Inventory, net 14,283 12,527Restricted cash 48,328 32,213Prepaid expenses, deferred costs, and other current assets 96,106 67,107Total current assets 315,332 269,537Property and equipment, net of accumulated depreciation of $404,141 and $397,972as of December 31, 2017 and December 31, 2016, respectively 497,902 392,735Intangible assets, net 209,862 121,230Goodwill 774,939 533,075Deferred tax asset, net 6,925 13,004Prepaid expenses, deferred costs, and other noncurrent assets 57,756 35,115Total assets $1,862,716 $1,364,696 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of other long-term liabilities $31,370 $28,237Accounts payable 44,235 44,965Accrued liabilities 306,945 240,618Total current liabilities 382,550 313,820Long-term liabilities: Long-term debt 917,721 502,539Asset retirement obligations 59,920 45,086Deferred tax liability, net 37,130 27,625Other long-term liabilities 75,002 18,691Total liabilities 1,472,323 907,761 Commitments and contingencies (See Note 17) Shareholders' equity: Ordinary shares, $0.01 nominal value; 45,696,338 and 45,326,430 issued andoutstanding as of December 31, 2017 and December 31, 2016, respectively 457 453Additional paid-in capital 316,940 311,041Accumulated other comprehensive loss, net (33,595) (107,135)Retained earnings 106,670 252,656Total parent shareholders' equity 390,472 457,015Noncontrolling interests (79) (80)Total shareholders’ equity 390,393 456,935Total liabilities and shareholders’ equity $1,862,716 $1,364,696 The accompanying notes are an integral part of these consolidated financial statements.86 Table of ContentsCARDTRONICS PLCCONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, excluding share and per share amounts) Year Ended December 31, 2017 2016 2015Revenues: ATM operating revenues $1,451,372 $1,212,863 $1,134,021ATM product sales and other revenues 56,227 52,501 66,280Total revenues 1,507,599 1,265,364 1,200,301Cost of revenues: Cost of ATM operating revenues (excludes depreciation,accretion, and amortization of intangible assets reportedseparately below. See Note 1(d)) 951,670 768,200 720,925Cost of ATM product sales and other revenues 47,450 45,887 62,012Total cost of revenues 999,120 814,087 782,937Operating expenses: Selling, general, and administrative expenses 174,237 153,782 140,501Redomicile-related expenses 782 13,747 —Restructuring expenses 10,354 — —Acquisition and divestiture-related expenses 18,917 9,513 27,127Goodwill and intangible asset impairment 194,521 — —Depreciation and accretion expense 122,036 90,953 85,030Amortization of intangible assets 57,866 36,822 38,799Loss (gain) on disposal and impairment of assets 33,275 81 (14,010)Total operating expenses 611,988 304,898 277,447(Loss) income from operations (103,509) 146,379 139,917Other expense: Interest expense, net 35,036 17,360 19,451Amortization of deferred financing costs and note discount 12,574 11,529 11,363Other expense 3,524 2,958 3,780Total other expense 51,134 31,847 34,594(Loss) income before income taxes (154,643) 114,532 105,323Income tax (benefit) expense (9,292) 26,622 39,342Net (loss) income (145,351) 87,910 65,981Net (loss) income attributable to noncontrolling interests (1) (81) (1,099)Net (loss) income attributable to controlling interests and availableto common shareholders $(145,350) $87,991 $67,080 Net (loss) income per common share – basic $(3.19) $1.95 $1.50Net (loss) income per common share – diluted $(3.19) $1.92 $1.48 Weighted average shares outstanding – basic 45,619,679 45,206,119 44,796,701Weighted average shares outstanding – diluted 45,619,679 45,821,527 45,368,687 The accompanying notes are an integral part of these consolidated financial statements. 87 Table of ContentsCARDTRONICS PLCCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME(In thousands) Year Ended December 31, 2017 2016 2015Net (loss) income $(145,351) $87,910 $65,981Unrealized gain on interest rate swap and foreign currency forwardcontracts, net of deferred income tax expense of $7,050, $12,228, and$3,742 for the years ended December 31, 2017, 2016, and 2015,respectively. 17,029 15,990 6,058Foreign currency translation adjustments, net of deferred income tax(benefit) of ($1,226), $(2,548), and $(1,565) for the years endedDecember 31, 2017, 2016, and 2015 respectively. 56,511 (34,999) (11,177)Other comprehensive income (loss) 73,540 (19,009) (5,119)Total comprehensive (loss) income (71,811) 68,901 60,862Less: comprehensive income (loss) attributable to noncontrollinginterests — (99) (438)Comprehensive (loss) income attributable to controlling interests $(71,811) $69,000 $61,300 The accompanying notes are an integral part of these consolidated financial statements. 88 Table of ContentsCARDTRONICS PLCCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Accumulated Additional Other Common Shares Paid-In Comprehensive Retained Treasury Noncontrolling Shares Amount Capital Loss, Net Earnings Shares Interests TotalBalance as of January 1, 2015 44,562 $ 5 $352,166 $(83,007) $118,817 $(97,835) $(3,611) $286,535Issuance of common shares for share-basedcompensation, net of forfeitures 530 — 1,107 — — — — 1,107Repurchase of common shares (138) — — — — (4,731) — (4,731)Share-based compensation expense — — 19,306 — — — — 19,306Additional tax benefit related to share-basedcompensation — — 1,985 — — — — 1,985Unrealized gain on interest rate swap contracts,net of deferred income tax expense of $3,742 — — — 6,058 — — — 6,058Net income attributable to controlling interests — — — — 67,080 — — 67,080Net loss attributable to noncontrolling interests — — — — — — (1,099) (1,099)Foreign currency translation adjustments, net ofdeferred income tax (benefit) of $(1,565) — — — (11,177) — — 661 (10,516)Additional investment in Cardtronics Mexicojoint venture — — — — — — 4,068 4,068Balance as of December 31, 2015 44,954 $ 5 $374,564 $(88,126) $185,897 $(102,566) $19 $369,793Issuance of common shares for share-basedcompensation, net of forfeitures 500 — 450 — — — — 450Repurchase of common shares (128) — — — — (3,959) — (3,959)Share-based compensation expense — — 21,430 — — — — 21,430Additional tax benefit related to share-basedcompensation — — 338 — — — — 338Unrealized gain on interest rate swap contracts,net of deferred income tax expense of $12,228 — — — 15,990 — — — 15,990Net income attributable to controlling interests — — — — 87,991 — — 87,991Net loss attributable to noncontrolling interests — — — — — — (81) (81)Foreign currency translation adjustments, net ofdeferred income tax (benefit) of $(2,548) — — — (34,999) — — (18) (35,017)Change in common shares, treasury shares, andadditional paid-in capital associated with theRedomicile Transaction — 448 (85,741) — (21,232) 106,525 — —Balance as of December 31, 2016 45,326 $453 $311,041 $(107,135) $252,656 $ — $(80) $456,935Issuance of common shares for share-basedcompensation, net of forfeitures 370 4 104 — — — — 108Share-based compensation expense — — 14,375 — — — — 14,375Tax payments related to share-basedcompensation — — (8,580) — — — — (8,580)Unrealized gain on interest rate swap and foreigncurrency forward contracts, net of deferredincome tax expense of $7,050 — — — 17,029 (636) — — 16,393Net income attributable to controlling interests — — — — (145,350) — — (145,350)Net loss attributable to noncontrolling interests — — — — — — (1) (1)Foreign currency translation adjustments, net ofdeferred income tax (benefit) of $(1,226) — — — 56,511 — — 2 56,513Balance as of December 31, 2017 45,696 $457 $316,940 $(33,595) $106,670 $ — $(79) $390,393 The accompanying notes are an integral part of these consolidated financial statements.89 Table of ContentsCARDTRONICS PLCCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Year Ended December 31, 2017 2016 2015Cash flows from operating activities: Net (loss) income $(145,351) $87,910 $65,981Adjustments to reconcile net (loss) income to net cash provided byoperating activities: Depreciation, accretion, and amortization of intangible assets 179,902 127,775 123,829Amortization of deferred financing costs and note discount 12,574 11,529 11,363Share-based compensation expense 14,395 21,430 19,454Deferred income tax (benefit) expense (16,298) 9,886 10,993Loss (gain) on disposal and impairment of assets 33,275 81 (14,010)Other reserves and non-cash items 5,055 1,901 3,145Goodwill and intangible asset impairment 194,521 — —Changes in assets and liabilities: Decrease (increase) in accounts and notes receivable, net 6,616 (16,284) 17,384Increase in prepaid expenses, deferred costs, and other current assets (18,679) (12,491) (19,588)Increase in inventory, net (1,673) (1,191) (4,668)Increase in other assets (24,934) (21,955) 8,415(Decrease) increase in accounts payable (24,938) 15,468 (8,016)Increase in accrued liabilities 1,830 46,508 31,889Increase (decrease) in other liabilities 1,597 (292) 10,382Net cash provided by operating activities 217,892 270,275 256,553 Cash flows from investing activities: Additions to property and equipment (144,140) (125,882) (142,349)Acquisitions, net of cash acquired (487,077) (22,669) (103,874)Proceeds from sale of assets and businesses — 9,348 36,661Net cash used in investing activities (631,217) (139,203) (209,562) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility 1,081,689 235,368 452,670Repayments of borrowings under revolving credit facility (976,161) (311,362) (499,551)Proceeds from borrowings of long-term debt 300,000 — —Debt issuance costs (5,704) — —Tax payments related to share-based compensation (8,504) — —Proceeds from exercises of stock options 104 673 1,107Additional tax benefit related to share-based compensation — 338 1,985Repurchase of common shares — (3,959) (4,731)Net cash provided by (used in) financing activities 391,424 (78,942) (48,520) Effect of exchange rate changes on cash (263) (4,893) (4,049)Net (decrease) increase in cash and cash equivalents (22,164) 47,237 (5,578) Cash and cash equivalents as of beginning of period 73,534 26,297 31,875Cash and cash equivalents as of end of period $51,370 $73,534 $26,297 Supplemental disclosure of cash flow information: Cash paid for interest $31,649 $16,718 $19,494Cash paid for income taxes $6,367 $17,886 $28,292The accompanying notes are an integral part of these consolidated financial statements.90 Table of Contents CARDTRONICS PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation and Summary of Significant Accounting Policies (a) Description of Business Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company”), providesconvenient automated financial related services to consumers through its network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2017, Cardtronics was the world’slargest ATM owner/operator, providing services to over 230,000 ATMs. During 2017, 64.4% of the Company’s revenues were derived from operations in North America (including its ATMoperations in the U.S., Canada, and Mexico), 26.8% of the Company’s revenues were derived from operations in Europe andAfrica (including its ATM operations in the U.K., Ireland, Germany, Spain, South Africa and the recently exited operations inPoland which accounted for less than 1% of total revenues), and 8.8% of the Company’s revenues were derived from theCompany’s operations in Australia and New Zealand. As of December 31, 2017, the Company provided processing onlyservices or various forms of managed services solutions to approximately 134,000 ATMs. Under a managed servicesarrangement, retailers, financial institutions, and ATM distributors rely on Cardtronics to handle some or all of theoperational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee pertransaction, or fee per service provided. Through its network, the Company delivers financial related services to cardholders and provides ATM management andATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, andoperators of facilities such as shopping malls, airports, and train stations. In doing so, the Company provides its retailpartners with a compelling automated solution that helps attract and retain customers, and in turn, increases the likelihoodthat the ATMs placed at their facilities will be utilized. The Company also owns and operates electronic funds transfer(“EFT”) transaction processing platforms that provide transaction processing services to its network of ATMs, as well as toother ATMs under managed services arrangements. Additionally, in Canada, through the acquisition of DirectCash PaymentsInc. (“DCPayments”), the Company provides processing services for issuers of debit cards. In addition to its retail merchant relationships, the Company also partners with leading financial institutions to brandselected ATMs within its network, including BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”),Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNCBank, N.A. (“PNC Bank”), Santander Bank, N.A. (“Santander”), and TD Bank, N.A. (“TD Bank”) in the U.S.; the Bank ofNova Scotia (“Scotiabank”), TD Bank, Canadian Imperial Bank Commerce (“CIBC”), and DirectCash Bank in Canada; andthe Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in Australia. In Mexico, the Company partnerswith Scotiabank to place their brands on its ATMs in exchange for certain services provided by them. As ofDecember 31, 2017, approximately 20,000 of the Company’s ATMs were under contract with approximately 500 financialinstitutions to place their logos on the ATMs and to provide convenient surcharge-free access for their banking customers. The Company owns and operates the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based onthe number of participating ATMs). Allpoint, which has approximately 55,000 participating ATMs, provides surcharge-freeATM access to over 1,000 participating banks, credit unions, and stored-value debit card issuers. For participants, Allpointprovides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. Allpoint earnseither a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by the participants. The Allpoint networkincludes a majority of the Company’s ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, Puerto Rico, andAustralia. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporateentities and governmental agencies, including general purpose, payroll, and electronic benefits transfer (“EBT”) cards. Underthese programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit card or per transaction inreturn for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network. 91 Table of ContentsThe Company’s revenues are generally recurring in nature, and historically have been derived largely from conveniencetransaction fees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which arepaid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to theapplicable EFT network that transmits data between the ATM and the cardholder’s financial institution. Other revenuesources include: (i) fees for branding ATMs with the logos of financial institutions and providing financial institutioncardholders with surcharge free access, (ii) revenues earned by providing managed services (including transaction processingservices) solutions to retailers and financial institutions, (iii) fees from financial institutions that participate in the Allpointsurcharge-free network, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currencyconversion, and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services. (b) Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Company. All material intercompany accounts andtransactions have been eliminated in consolidation. The Company owns a majority (95.7%) interest in, and realizes amajority of the earnings and/or losses of Cardtronics Mexico, and as a result this entity is reflected as a consolidatedsubsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected asnoncontrolling interests. In management’s opinion, all normal recurring adjustments necessary for a fair presentation of the Company’s currentand prior period financial results have been made. During the year ended December 31, 2017, the Company adopted theprovisions of the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Improvements to Employee Stock-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of theaccounting for share-based payment transactions, including the income tax consequences, classification of awards as eitherequity or liabilities, and classification on the statement of cash flows. The Company utilized the prospective transitionmethod in adopting this new standard and beginning January 1, 2017, the Company recognized all excess tax charges orbenefits as income tax expense or benefit in the accompanying Consolidated Statements of Operations and in theaccompanying Consolidated Statements of Cash Flows as operating activities. The Company also adopted ASU No. 2015-11,Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”), for additional information, see (j)Inventory, net below. (c) Use of Estimates in the Preparation of the Consolidated Financial Statements The preparation of the consolidated financial statements in conformity with accounting principles generally accepted inthe United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosure of contingent assets and liabilities at the date of this Annual Report on Form 10-K (this“2017 Form 10-K”) and the reported amounts of revenues and expenses during the reporting period. Significant items subjectto such estimates include the carrying amount of intangibles, goodwill, asset retirement obligations (“ARO”), contingencies,and valuation allowances for receivables, inventories, and deferred income tax assets. Additionally, the Company is requiredto make estimates and assumptions related to the valuation of its derivative instruments and share-based compensation.Actual results could differ from those estimates, and these differences could be material to the consolidated financialstatements. (d) Cost of ATM Operating Revenues Presentation The Company presents the Cost of ATM operating revenues in the accompanying Consolidated Statements ofOperations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-relatedassets. 92 Table of ContentsThe following table reflects the amounts excluded from the Cost of ATM operating revenues line item in theaccompanying Consolidated Statements of Operations for the periods presented: Year Ended December 31, 2017 2016 2015 Depreciation and accretion expenses related to ATMs and ATM-related assets $90,138 $70,702 $64,695Amortization of intangible assets 57,866 36,822 38,799Total depreciation, accretion, and amortization of intangible assets excluded fromCost of ATM operating revenues $148,004 $107,524 $103,494 The Company previously reported a Gross profit subtotal line item in the accompanying Consolidated Statements ofOperations, but pursuant to interpretations of SEC guidance regarding the calculation and display of this and similarly titledmeasures, the Company has removed this subtotal line item from its accompanying Consolidated Statements of Operations. (e) Redomicile to the U.K. On July 1, 2016, the Cardtronics group of companies changed the location of incorporation of the parent company fromDelaware to the U.K. Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became thenew publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger betweenCardtronics, Inc., a Delaware corporation (“Cardtronics Delaware”), and one of its subsidiaries (the “Merger”). The Mergerwas completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved byCardtronics Delaware’s Shareholders on June 28, 2016 (collectively, the “Redomicile Transaction”). Pursuant to theRedomicile Transaction, each issued and outstanding common share of Cardtronics Delaware held immediately prior to theMerger was effectively converted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc(collectively “common shares”). Upon completion, the common shares were listed and began trading on The NASDAQ StockMarket LLC under the symbol “CATM,” the same symbol under which common shares of Cardtronics Delaware wereformerly listed and traded. Any references to “the Company” (as defined above) or any similar references relating to periods before the RedomicileTransaction shall be construed as references to Cardtronics Delaware being the previous parent company of the Cardtronicsgroup of companies, and/or its subsidiaries depending on the context. The Redomicile Transaction was accounted for as aninternal reorganization of entities under common control and, therefore, the Cardtronics Delaware assets and liabilities havebeen accounted for at their historical cost basis and not revalued in the transaction. (f) Restructuring Expenses During 2017, the Company initiated a global corporate reorganization and cost reduction initiative (the “RestructuringPlan”), intended to improve its cost structure and operating efficiency. The Restructuring Plan included workforcereductions, facilities closures, and other cost reduction measures. During the three months ended March 31, 2017, the Company incurred $8.2 million of pre-tax expenses related to theRestructuring Plan. These expenses included employee severance costs of $8.0 million and an immaterial amount of leasetermination costs. During the three months ended December 31, 2017, the Company recognized an additional $2.2 million ofpre-tax expenses primarily related to the wind down of its operations in Poland. These costs are reflected in the Restructuringexpenses line item in the accompanying Consolidated Statements of Operations and include contract termination costsrelated to merchant, bank sponsorship, lease, and other agreements as well as employee severance costs.93 Table of Contents The following table reflects the amounts by segment (for additional information related to the Company’s segments, seeNote 20. Segment Information) recorded in the Restructuring expenses line item in the accompanying ConsolidatedStatements of Operations for December 31, 2017: Year Ended December 31, 2017 NorthAmerica Europe &Africa Corporate Total (In thousands)Restructuring expenses $3,668 $2,942 $3,744 $10,354 As of December 31, 2017, $5.4 million of the employee severance, lease and contract termination costs, were unpaid andpresented within the Current portion of other long-term liabilities, Accrued liabilities, and Other long-term liabilities lineitems in the accompanying Consolidated Balance Sheets. As of December 31, 2017 NorthAmerica Europe &Africa Corporate Total (In thousands)Current portion of other long-term liabilities $ — $52 $ — $52Accrued liabilities — 932 2,628 3,560Other long-term liabilities — 1,440 331 1,771Total restructuring liabilities $ — $2,424 $2,959 $5,383 The changes in the Company’s restructuring liabilities consisted of the following: (In thousands)Restructuring liabilities as of January 1, 2017 $ —Restructuring expenses 10,354Payments (4,971)Restructuring liabilities as of December 31, 2017 $5,383 (g) Cash and Cash Equivalents For purposes of reporting financial condition and cash flows, cash and cash equivalents include cash in bank and short-term deposit sweep accounts. Additionally, the Company maintains cash on deposit with banks that is pledged for aparticular use or restricted to support a potential liability. These balances are classified as Restricted cash in the Currentassets or Noncurrent assets line items in the accompanying Consolidated Balance Sheets based on when the Companyexpects this cash to be paid. Current restricted cash consisted of amounts collected on behalf of, but not yet remitted to,certain of the Company’s merchant customers or third-party service providers. The Company held $48.3 million and$32.2 million of Restricted cash in the Current assets line item in the accompanying Consolidated Balance Sheets as ofDecember 31, 2017 and 2016, respectively. These assets are offset by accrued liability balances in the Current liability lineitem in the accompanying Consolidated Balance Sheets. (h) ATM Cash Management Program The Company relies on arrangements with various banks to provide the cash that it uses to fill its Company-owned, andin some cases merchant-owned and managed services ATMs. The Company refers to such cash as “vault cash.” The Companypays a monthly fee based on the average outstanding vault cash balance, as well as fees related to the bundling andpreparation of such cash prior to it being loaded in the ATMs. At all times, beneficial ownership of the cash is retained by thevault cash providers, and the Company has no right to the cash and no access to the cash except for the ATMs that areserviced by the Company’s wholly-owned armored courier operations in the U.K. While the U.K. armored courier operationshave physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault94 Table of Contentscash provider at all times. The Company’s vault cash arrangements expire at various times through November 2021. (Foradditional information related to the concentration risk associated with the Company’s vault cash arrangements, see Note 19.Concentration Risk.) Based on the foregoing, the ATM vault cash, and the related obligations, are not reflected in theconsolidated financial statements. The average outstanding vault cash balance in the Company’s ATMs for the quartersended December 31, 2017 and 2016 was approximately $3.9 billion and approximately $3.5 billion, respectively. (i) Accounts Receivable, net of Allowance for Doubtful Accounts Accounts receivable are comprised of amounts due from the Company’s clearing and settlement banks for transactionrevenues earned on transactions processed during the month ending on the balance sheet date, as well as receivables frombank-branding and network-branding customers, and for ATMs and ATM-related equipment sales and service. Tradeaccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accountsrepresents the Company’s best estimate of the amount of probable credit losses on the Company’s existing accountsreceivable. The Company reviews its allowance for doubtful accounts monthly and determines the allowance based on ananalysis of its past due accounts. All balances over 90 days past due are reviewed individually for collectability. Accountbalances are charged off against the allowance after all means of collection have been exhausted and the potential forrecovery is considered remote. (j) Inventory, net The Company has adopted the provisions of ASU 2015-11, which requires entities to measure their inventory at thelower of cost and net realizable value. The adoption of ASU 2015-11, effective for annual periods beginning after December15, 2016, did not have an impact on the Company’s consolidated financial statements. The Company’s inventory isdetermined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts thecarrying values to the lower of cost and net realizable value. The following table reflects the Company’s primary inventory components: December 31, 2017 December 31, 2016 (In thousands)ATMs $3,181 $1,915ATM spare parts and supplies 12,935 12,556Total inventory 16,116 14,471Less: Inventory reserves (1,833) (1,944)Inventory, net $14,283 $12,527 (k) Property and Equipment, net Property and equipment are stated at cost, and depreciation is calculated using the straight-line method over estimateduseful lives ranging from three to ten years. Most new ATMs are depreciated over eight years and most refurbished ATMs andinstallation-related costs are depreciated over five years, all on a straight-line basis. Leasehold improvements and propertyacquired under capital leases are amortized over the useful life of the asset or the lease term, whichever is shorter. Alsoreported in property and equipment are ATMs and the associated equipment the Company has acquired for future installationor has temporarily removed from service and plans to re-deploy. These ATMs are held as available for deployment ordeployments in process and are not depreciated until installed or re-deployed. Significant refurbishment costs that extend theuseful life of an asset, or enhance its functionality are capitalized and depreciated over the estimated remaining life of theimproved asset. Property and equipment are reviewed for impairment at least annually and additionally whenever events orchanges in circumstances indicate that the carrying amount of such assets may not be recoverable. In most of the Company’s markets, maintenance services on ATMs are generally performed by third-party serviceproviders and are generally incurred as a fixed fee per month per ATM. In the U.K. and Canada maintenance services are todiffering degrees mostly performed by in-house technicians. In all cases, maintenance costs are expensed as incurred. 95 Table of ContentsAlso reported within property and equipment are costs associated with internally-developed products. The Companycapitalizes certain internal costs associated with developing new or enhanced products and technology that are expected tobenefit multiple future periods through enhanced revenues and/or cost savings and efficiencies. Internally developedprojects are placed into service and depreciation is commenced once the products are completed and are available for use.These projects are generally depreciated on a straight-line basis over estimated useful lives of three to five years. During theyears ended December, 31, 2017 and 2016, the Company capitalized internal development costs of approximately$5.5 million and $5.0 million, respectively. Depreciation expense for the years ended December 31, 2017, 2016, and 2015 was $120.2 million, $89.1 million, and$82.8 million, respectively. As of December 31, 2017, the Company did not have any material capital leases outstanding. (l) Intangible Assets Other Than Goodwill The Company’s intangible assets include merchant and bank-branding contracts/relationships acquired in connectionwith acquisitions of ATMs and ATM-related assets (i.e., the right to receive future cash flows related to transactions occurringat these ATM locations), exclusive license agreements and site acquisition costs (i.e., the right to be the exclusive ATMprovider, at specific ATM locations, for the time period under contract with a merchant customer), trade names, technology,non-compete agreements, and deferred financing costs relating to the Company’s revolving credit facility (see Note 10.Long-Term Debt). The estimated fair value of the merchant and bank-branding contracts/relationships within each acquired portfolio isdetermined based on the estimated net cash flows and useful lives of the underlying merchant or bank-brandingcontracts/relationships, including expected renewals. The contracts/relationships comprising each acquired portfolio aretypically fairly similar in nature with respect to the underlying contractual terms and conditions. Accordingly, the Companygenerally pools such acquired contracts/relationships into a single intangible asset, by acquired portfolio, for purposes ofcomputing the related amortization expense. The Company amortizes such intangible assets on a straight-line basis over theestimated useful lives of the portfolios to which the assets relate. Because the net cash flows associated with the Company’sacquired merchant and bank-branding contracts/relationships have generally increased subsequent to the acquisition date,the use of a straight-line method of amortization effectively results in an accelerated amortization schedule. The estimateduseful life of each portfolio is determined based on the weighted average lives of the expected cash flows associated with theunderlying contracts/relationships comprising the portfolio, and takes into consideration expected renewal rates and theterms and significance of the underlying contracts/relationships themselves. Costs incurred by the Company to renew orextend the term of an existing contract/relationship are expensed as incurred, except for any direct payments made to themerchants, which are set up as new intangible assets (exclusive license agreements). Certain acquired merchant and bank-branding contracts/relationships may have unique attributes, such as significant contractual terms or value, and in such cases,the Company will separately account for these contracts/relationships in order to better assess the value and estimated usefullives of the underlying contracts/relationships. The Company tests its acquired merchant and bank-branding contract/relationship intangible assets for impairment,together with the related ATMs, on an individual merchant and bank-branding contract/relationship basis for the Company’ssignificant acquired contracts/relationships, and on a pooled or portfolio basis (by acquisition) for all other acquiredcontracts/relationships. If, subsequent to the acquisition date, circumstances indicate that a shorter estimated useful life iswarranted for an acquired portfolio or an individual contract/relationship as a result of changes in the expected future cashflows associated with the individual merchant and bank-branding contracts/relationships comprising that portfolio orindividual contract/relationship, then that individual contract/relationship or portfolio’s remaining estimated useful life andrelated amortization expense are adjusted accordingly on a prospective basis. Whenever events or changes in circumstances indicate that a merchant or bank-branding contract/relationship intangibleasset may be impaired, the Company evaluates the recoverability of the intangible asset, and the related ATMs, by measuringthe related carrying amounts against the estimated undiscounted future cash flows associated with the relatedcontract/relationship or portfolio of contracts/relationships. Should the sum of the expected future net cash flows be less thanthe carrying values of the tangible and intangible assets being evaluated, an impairment loss would be recognized. Theimpairment loss would be calculated as the amount by which the carrying values of the ATMs and intangible assets exceededthe calculated fair value.96 Table of Contents During September 2017, the Company experienced a significant market shift in Australia, which caused an impairmentanalysis to be performed that resulted in a $54.5 million impairment of the customer relationships and trade name intangibleassets held in the Australia & New Zealand reporting unit. For additional information see (m) Goodwill- Interim Evaluationas of September 30, 2017 and Note 7. Intangible Assets. (m) Goodwill Included within the Company’s assets are goodwill balances that have been recognized in conjunction with its purchaseaccounting for completed business combinations. Under U.S. GAAP, goodwill is not amortized but is evaluated periodicallyfor impairment. The Company performs this evaluation annually as of December 31 or more frequently if there are indicatorsthat suggest the fair value of a reporting unit may be below its carrying value. The Company initially assesses qualitativefactors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. The qualitative andquantitative evaluations are performed at a reporting unit level. Reporting units are identified based on a number of factors,including: (i) whether or not the group has any recorded goodwill, (ii) the availability of discrete financial information, and(iii) how business unit performance is measured and reported. The Company has identified seven separate reporting units forits goodwill assessments: (i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) theCanada operations, (v) the South African operations, (vi) the German operations, and (vii) the Mexico operations. Based on aqualitative assessment, if it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, theCompany performs a quantitative goodwill impairment analysis using a two-step approach to test goodwill for potentialimpairment. Step One of the quantitative approach compares the estimated fair value of a reporting unit to its carrying value.If the carrying value exceeds the estimated fair value, then a Step Two impairment calculation is performed. Step Twocompares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit, as ifthe reporting unit was newly acquired in a business combination. If the carrying value of a reporting unit’s goodwill exceedsthe implied fair value of its goodwill, an impairment loss is recognized. In connection with the identification of potentialimpairment triggering events, the long-lived assets (intangibles assets other than goodwill and related ATM fixed assets)held by the reporting units may, on the basis of a qualitative and quantitative analysis, be determined to have carrying valuesthat are not recoverable and in excess of their associated fair values, in which case an impairment would also be recognizedrelated to these intangible and fixed assets. Interim Evaluation as of September 30, 2017 In late September 2017, Australia’s four largest banks, the Commonwealth Bank of Australia (“CBA”), Australia andNew Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia BankLimited (“NAB”), each independently announced decisions to remove all direct charges to users on domestic transactionscompleted on their respective ATM networks. Collectively, these four banks account for approximately one third of the totalATMs in Australia. This unexpected market shift appears to have been instigated by a decision and announcement by CBA,the largest Australian bank, to immediately remove direct charges to all users of its ATMs, regardless of whether or not theATM user is a customer of the bank. In early October 2017, ANZ, Westpac, and NAB followed by removing direct charges ontheir ATM networks. Australia has historically been a direct charge ATM market, where cardholders pay a fee (or “directcharge”) to the operator of an ATM for each transaction, unless the ATM where the transaction was completed is part of thecardholder’s issuing bank ATM network. There currently is no broad interchange arrangement in Australia between cardissuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder. During thenine months ended September 30, 2017, more than 80% of the Company’s revenues in Australia were sourced from directcharges paid by cardholders. As a result of this introduction of free-to-use ATMs in Australia and the resulting significantincrease in availability of free-to-use ATMs to users, the Company determined that its future surcharge revenues in Australiahad likely been materially adversely impacted. These developments were identified as an indicator of impairment, and theCompany determined that in the presence of this indicator that it was more-likely-than-not that the fair value of the Australia& New Zealand reporting unit had fallen below its carrying value. In response to the interim indicator of impairment, the Company performed a quantitative Step One analysis to assess thefair value of its reporting units as of September 30, 2017. In this quantitative analysis, the fair value of all of the Company’sreporting units was determined using a combination of the income approach and the market approach. The income approachestimates the fair value of the reporting units based on estimates of the present value of future cash flows.97 Table of ContentsThe Company uses significant estimates to develop its forecasts used in the income approach. These estimates includegrowth rates in revenues and costs, capital expenditure requirements, operating margins and tax rates. The income approachinvolves many significant estimates and judgments, including valuation multiples assigned to projected earnings beforeinterest expense, income taxes, depreciation and amortization expense (“EBITDA”) to estimate the terminal values ofreporting units. The financial forecasts take into consideration many factors, including historical results and operatingperformance, related industry trends, pricing strategies, customer analysis, operational issues, competitor analysis, andmarketplace data, among others. The assumptions used in the discounted cash flow analysis are inherently uncertain andrequire significant judgment on the part of management. The discount rates used in the Step One income approach were determined using a weighted average cost of capital thatreflected the risks and uncertainties in each reporting unit’s cash flow estimates. The weighted average cost of capitalincluded an estimated cost of debt and equity. The cost of equity was estimated using the capital asset pricing model, whichincluded inputs for a long-term risk-free rate, equity risk premium, country risk premium, and a beta volatility factor estimate.The discount rates utilized in the September 30, 2017 Step One analysis ranged from 9.3% to 16.9% across the Company’sseven reporting units. The market approach resulted in an estimated fair value based on the Company’s market capitalizationthat is computed using the market price of its common stock and the number of shares outstanding as of the impairment testdate. The sum of the estimated fair values for each reporting unit, as computed using the income approach, was thencompared to the fair value of the Company as a whole, as determined based on the market approach plus an estimated controlpremium. All of the assumptions utilized in estimating the fair value of the Company’s reporting units and performing thegoodwill impairment test are inherently uncertain and require significant judgment on the part of management. The Step One analysis, performed as of September 30, 2017 indicated that the fair value of the Company’s Australia &New Zealand reporting unit was significantly below its carrying value. Therefore, the Company engaged a third partyvaluation expert and proceeded with its Step Two analysis utilizing an income approach consistent with the approach usedto perform the purchase accounting for its recent business combinations. With respect to the Company’s forecasted financialprojections for its Australia & New Zealand reporting unit, management made certain assumptions regarding the potentialimpact this triggering event may have on the Company’s future revenues based on inherently uncertain information as aresult of the recent market shift. With only very preliminary information available regarding the impact of the recent changesimplemented by Australia’s four largest banks, the Company evaluated a range of possible impacts and ultimatelydetermined that there would likely be a significant and prolonged adverse impact on the Company’s ATMs as a result of thebanks’ actions described above, and the Company incorporated assumptions related to these potential impacts in its financialforecasts. Management prepared these forecasts based on the best information available at the time, including assumptionsrelated to future transaction volumes and consumer habits. While management attempted to make reasonable andconservative assessments of future activities, those assumptions, and future impairment assessments, are subject to change inthe future as actual patterns and transaction volumes develop. Upon completion of the goodwill impairment analysis as of September 30, 2017, the Company determined that theimplied fair value of its goodwill associated with its Australia & New Zealand reporting unit was below its carrying value.Accordingly, the Company recorded a goodwill impairment charge of $140.0 million to reduce the goodwill balance of itsAustralia & New Zealand reporting unit to its implied fair value. The Company also recognized a $54.5 million impairmentof the customer relationships and trade name intangible assets in the Australia & New Zealand reporting unit. The carryingvalues of these assets were not deemed recoverable via their undiscounted cash flows; therefore, the fair values of these assetswere re-evaluated using the income approach as of September 30, 2017, consistent with the approach used to value theseassets in conjunction with the acquisition of DCPayments that was completed on January 6, 2017. The goodwill andintangible asset impairment charges are recognized within the Goodwill and intangible asset impairment line item in theaccompanying Consolidated Statement of Operations. In addition, the Company recognized an impairment charge of$19.0 million related to other long-lived assets in the Australia & New Zealand reporting unit, and a charge of $2.5 million toadjust the Australia & New Zealand reporting unit inventory to its estimated net realizable value. The other long-lived assetsand inventory charges are recognized in the Loss (gain) on disposal and impairment of assets line item in the accompanyingConsolidated Statement of Operations. The Company recognized a non-cash income tax benefit of $22.5 million in the threeand nine months ended September 30, 2017, to remove the deferred tax liabilities associated with the intangible and fixedassets that were impaired. 98 Table of ContentsAnnual Goodwill Impairment Evaluation as of December 31, 2017 As described above, the Company performs its goodwill impairment evaluation annually as of December 31 or morefrequently if there are indicators that suggest the fair value of a reporting unit may be below its carrying value. For thegoodwill impairment evaluation as of December 31, 2017, the Company elected to forego the qualitative assessment andinstead performed the quantitative assessment under the applicable guidance. The assessment as of December 31, 2017 was prepared using updated forecasts, estimates, and discount rates rangingfrom approximately 9.9% to 17.2% for the reporting units. This evaluation indicated that the fair value of all the reportingunits were in excess of their respective carrying values as of December 31, 2017. The majority of the Company’s reporting units were determined to be significantly in excess of their carrying value as ofDecember 31, 2017. The fair value of the Company’s Canada reporting unit was not significantly in excess of its carryingvalue as of December 31, 2017, due to the recent acquisition of the Canada operations of DCPayments in January 2017 at fairvalue. Management will continue to monitor the transaction volumes, operating performance, and future projections for thisreporting unit to determine if there are any impairment indicators in future periods. The estimated combined fair value of allreporting units as of December 31, 2017 resulted in an implied control premium for the enterprise comparable to recentmarket transactions. (n) Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes, which arebased on temporary differences between the amount of taxable income and income before provision for income taxes andbetween the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferredtax assets and liabilities are reported in the consolidated financial statements at current income tax rates. As changes in taxlaws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessingthe realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all ofthe deferred tax assets will not be realized. As the ultimate realization of deferred tax assets is dependent on the generation offuture taxable income during the periods in which those temporary differences become deductible, the Company considersthe scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making thisassessment. In the event the Company does not believe it is more likely than not that it will be able to utilize the related taxbenefits associated with deferred tax assets, valuation allowances will be recorded to reserve for the assets. (o) Asset Retirement Obligations (“ARO”) The Company estimates the fair value of future ARO costs associated with the costs to deinstall its ATMs, and in somecases, restore the ATM sites to their original condition, and recognizes this amount as a liability on a pooled basis based onthe estimated deinstallation dates in the period in which it is incurred and can be reasonably estimated. The Company’sestimates of fair value involve discounted future cash flows. The Company capitalizes the initial estimated fair value amountof the ARO asset and depreciates the ARO over the asset’s estimated useful life. Subsequent to recognizing the initialliability, the Company recognizes an ongoing expense for changes in such liabilities due to the passage of time (i.e.,accretion expense), which is recorded in the Depreciation and accretion expense line item in the accompanying ConsolidatedStatements of Operations. As the liability is not revalued on a recurring basis, it is periodically reevaluated based on currentmachine count and cost estimates. Upon settlement of the liability, the Company recognizes a gain or loss for any differencebetween the settlement amount and the liability recorded. For additional information related to the Company’s AROs, seeNote 11. Asset Retirement Obligations. 99 Table of Contents(p) Revenue Recognition ATM operating revenues. Substantially all of the Company’s revenues are from ATM operating and transaction-basedfees, which are reflected in the ATM operating revenues line item in the accompanying Consolidated Statements ofOperations. ATM operating revenues primarily include the following: ·Surcharge, interchange, and dynamic currency conversion revenues, which are recognized daily as the underlyingtransactions are processed. ·Bank-branding revenues, which are provided by the Company’s bank-branding arrangements, under which financialinstitutions generally pay a monthly per ATM fee to the Company to place their brand logo on selected ATMswithin the Company’s portfolio. In return, the branding financial institution’s cardholders have access to use thosebank-branded ATMs without paying a surcharge fee. The monthly per ATM fees are recognized as revenues on amonthly basis as earned. In addition to the monthly per ATM fees, the Company may also receive a one-time set-upfee per ATM. This set-up fee is separate from the recurring, monthly per ATM fees and is meant to compensate theCompany for the burden incurred related to the initial set-up of a bank-branded ATM versus the on-going monthlyservices provided for the actual bank-branding. The Company has deferred these set-up fees (as well as thecorresponding costs associated with the initial set-up) and is recognizing such amounts as revenue (and expense)over the terms of the underlying bank-branding agreements on a straight-line basis. ·Surcharge-free network revenues, which are produced by the operations of the Company’s Allpoint business. TheCompany allows cardholders of financial institutions that participate in Allpoint to use the Company’s network ofATMs on a surcharge-free basis. In return, the participating financial institutions pay a fixed monthly fee percardholder or a fixed fee per transaction to the Company. These surcharge-free network fees are recognized asrevenues on a monthly basis as earned. ·Managed services revenues, which the Company typically receives a fixed management fee per ATM and/or fixedfee per transaction. While the fixed management fee per ATM and any transaction-based fees are recognized asrevenue as earned (generally monthly), the surcharge and interchange fees from the ATMs under the managedservices arrangement are earned by the Company’s customer, and therefore, are not recorded as revenue of theCompany. ·Other revenues, which includes transaction processing for third party ATM operators, advertising revenues,professional services, and other fees. The Company typically recognizes these revenues as the services are providedand the revenues earned. ATM product sales. The Company also earns revenues from the sale of ATMs and ATM-related equipment and othernon-transaction-based revenues. Such amounts are reflected in the ATM product sales and other revenues line item in theaccompanying Consolidated Statements of Operations. These revenues consist primarily of sales of ATMs and ATM-relatedequipment to merchants operating under merchant-owned arrangements, as well as sales under the Company’s value-addedreseller (“VAR”) program with a third party. Revenues related to the sale of ATMs and ATM-related equipment to merchantsare recognized when the equipment is delivered to the customer and the Company has completed all required installationand set-up procedures. With respect to the sale of ATMs to associate VARs, the Company recognizes revenues related to suchsales when the equipment is delivered to the associate VAR. The Company typically extends 30 day terms and receivespayment directly from the associate VAR irrespective of the ultimate sale to a third-party. ATM services. The Company also receives revenues from the sale of services to retailers, including the provision of cashdelivery and maintenance services. Revenues from this business activity have been reported within the ATM product salesand other revenues line item in the accompanying Consolidated Statements of Operations. The Company recognizes andinvoices revenues related to these services when the service has been performed. Merchant-owned arrangements. In connection with the Company’s merchant-owned ATM arrangements, the Companytypically pays all or a sizable portion of the transaction fees that it collects to the merchant as payment for100 Table of Contentsproviding, placing, and maintaining the ATM. Pursuant to the guidance in the FASB ASC 605-45-45, Revenue Recognition -Principal Agent Considerations - Other Presentation Matters, the Company has assessed whether to record such payments asa reduction of associated ATM transaction revenues or a cost of revenues. Specifically, if the Company acts as the principaland is the primary obligor in the ATM transactions, provides the processing for the ATM transactions, has significantinfluence over pricing, and has the risks and rewards of ownership, including a variable earnings component and the risk ofloss for collection, the Company recognizes the surcharge and interchange fees on a gross basis and does not reduce itsreported revenues for payments made to the various merchants who are also involved in the business activity. As a result, foragreements under which the Company acts as the principal, the Company records the total amounts earned from theunderlying ATM transactions as ATM operating revenues and records the related merchant commissions as a cost of ATMoperating revenues. However, for those agreements in which the Company does not meet the criteria to qualify as theprincipal agent in the transaction, the Company does not record the related surcharge and interchange revenue as the rightsassociated with this revenue stream inure to the benefit of the merchant. (q) Share-Based Compensation The Company calculates the fair value of share-based instruments awarded to Company’s Board of Directors (the“Board”) and its employees on the date of grant and recognizes the calculated fair value, net of estimated forfeitures, ascompensation expense over the underlying requisite service periods of the related awards. For additional information relatedto the Company’s share-based compensation, see Note 3. Share-Based Compensation. (r) Derivative Financial Instruments The Company utilizes derivative financial instruments to hedge its exposure to changing interest rates related to theCompany’s ATM cash management activities, and on a limited basis, the Company’s exposure to foreign currencytransactions. The Company does not enter into derivative transactions for speculative or trading purposes, althoughcircumstances may subsequently change the designation of its derivatives to economic hedges. The Company records derivative instruments at fair value in the accompanying Consolidated Balance Sheets. Thesederivatives, which consist of interest rate swap and foreign currency forward contracts, are valued using pricing models basedon significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while takinginto account the credit worthiness of the party that is in the liability position with respect to each trade. The majority of theCompany’s derivative transactions have been accounted for as cash flow hedges, and accordingly, changes in the fair valuesof such derivatives have been reported in the Accumulated other comprehensive loss, net line item in the accompanyingConsolidated Balance Sheets. For additional information related to the Company’s derivative financial instruments, see Note15. Derivative Financial Instruments. In connection with the issuance of the $287.5 million of 1.00% Convertible Senior Notes due December 2020 (the“Convertible Notes”), the Company entered into separate convertible note hedge and warrant transactions with certain of theinitial purchasers to reduce the potential dilutive impact upon the conversion of the Convertible Notes. For additionalinformation related to the Company’s convertible note hedges and warrant transactions, see Note 10. Long-Term Debt. (s) Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a currenttransaction between willing parties, other than in a forced or liquidation sale. U.S. GAAP does not require the disclosure ofthe fair value of lease financing arrangements and non-financial instruments, including intangible assets such as goodwilland the Company’s merchant and bank-branding contracts/relationships. For additional information related to theCompany’s fair value evaluation of its financial instruments, see Note 16. Fair Value Measurements. (t) Foreign Currency Exchange Rate Translation The Company is exposed to foreign currency exchange rate risk with respect to its international operations. Thefunctional currencies of these international subsidiaries are their respective local currencies. The results of operations of theCompany’s international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in101 Table of Contentseffect during the periods in which those results are recorded and the assets and liabilities are translated using the foreigncurrency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments have beenrecorded in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. The Company currently believes that the unremitted earnings of all of its international subsidiaries will be reinvested inthe corresponding country of origin for an indefinite period of time. Accordingly, no deferred taxes have been provided forthe differences between the Company’s book basis and underlying tax basis in those subsidiaries or on the foreign currencytranslation adjustment amounts. (u) Treasury Shares Immediately prior to the Redomicile Transaction, 7,310,022 treasury shares of Cardtronics Delaware with a cost basis of$106.5 million were cancelled with the offsetting impact recorded in the Additional paid-in capital and Retained earningsline items in the accompanying Consolidated Balance Sheets. As a result, the Company does not currently hold any treasuryshares. Prior to the Redomicile Transaction, treasury shares were recorded at cost and carried as a reduction to Shareholders’equity. (v) Advertising Costs Advertising costs are expensed as incurred and totaled $5.0 million, $5.0 million, and $5.4 million during the yearsended December 31, 2017, 2016, and 2015, respectively, and are reported in the Selling, general, and administrativeexpenses line item in the accompanying Consolidated Statements of Operations. (w) Working Capital Deficit The Company’s surcharge and interchange revenues are typically collected in cash on a daily basis or within a shortperiod of time subsequent to the end of each month. However, the Company typically pays its vendors on 30 day terms and isnot required to pay certain of its merchants until 20 days after the end of each calendar month. As a result, the Company willtypically utilize the excess available cash flow to reduce borrowings made under the Company’s revolving credit facility.Accordingly, the Company’s balance sheets will often reflect a working capital deficit position. The Company considerssuch a presentation to be a normal part of its ongoing operations. (x) Contingencies The Company evaluates its accounting and disclosures for contingencies on a recurring basis in accordance with U.S.GAAP. As of December 31, 2017, the Company had a material contingent liability for acquisition-related contingentconsideration associated with its purchase of Spark ATM Systems Pty Ltd. See additional discussion in Note. 2 Acquisitionsand Divestitures and Note. 17 Commitments and Contingencies..(2) Acquisitions and Divestitures Sunwin Services Group Acquisition On November 3, 2014, the Company completed the acquisition of Sunwin Services Group, (“Sunwin”) in the U.K., asubsidiary of the Co-operative Group, for aggregate cash consideration of £41.5 million, or $66.4 million. Sunwin’s primarybusiness is providing secure cash logistics and ATM maintenance services to ATMs and other services to retail locations.The Company also acquired approximately 2,000 ATMs from Co-op Bank and secured an exclusive ATM placementagreement to operate ATMs at Co-operative Food locations. The Company has accounted for these transactions as if theywere all related due to the timing of the transactions being completed and the dependency of the transactions on each other.The Company completed the purchase accounting for Sunwin in June 2015. On July 1, 2015, the Company completed thedivestiture of its retail cash-in-transit operation in the U.K. This business was primarily engaged in the collection of cashfrom retail locations and was originally acquired through the Sunwin acquisition completed in November 2014. TheCompany recognized divestiture proceeds at their estimated fair value of $39 million in 2015. The net pre-tax gainrecognized on this transaction was $1.8 million and $16.6 million in the years ended December 31, 2016 and 2015,102 Table of Contentsrespectively. The Company completed the purchase accounting in the fourth quarter of 2016, recognizing no additionaladjustments to the preliminary opening balance sheet. Columbus Data Services, L.L.C. Acquisition On July 1, 2015, the Company completed the acquisition of Columbus Data Services, L.L.C. (“CDS”) for total purchaseconsideration of $80.6 million. CDS is a leading independent transaction processor for ATM deployers and payment cardissuers, providing leading-edge solutions to ATM sales and service organizations and financial institutions. CDS operates asa separate division of the Company. The total purchase consideration for CDS was allocated to the assets acquired andliabilities assumed, including identifiable tangible and intangible assets, based on their respective fair values estimated atthe date of acquisition. The estimated fair values of the intangible assets included the acquired customer relationships’valued at $16.5 million, technology valued at $7.8 million, and other intangible assets valued at $1.7 million. Intangiblevalues were estimated utilizing primarily a discounted cash flow approach, with the assistance of an independent appraisalfirm. The tangible assets acquired included property and equipment, and were recorded at their estimated fair value of $4.6million, utilizing the market and cost approaches. The purchase consideration allocation resulted in goodwill of $52.7million. The Company completed the purchase accounting for CDS in the first quarter of 2016, recognizing no additionaladjustments to the preliminary opening balance sheet. All of the goodwill and intangible asset amounts are expected to bedeductible for income tax purposes.On April 13, 2016, the Company completed the acquisition of a 2,600 location ATM portfolio in the U.S. from a majorfinancial institution. This acquisition was affected through multiple closings taking place primarily in April 2016. The totalpurchase consideration of approximately $13.8 million was paid in installments corresponding to each close. In conjunctionwith this transaction, the Company recognized property and equipment of $8.3 million, contract intangibles and prepaidmerchant commissions of $7.1 million, and asset retirement obligations of $1.6 million. The Company completed thepurchase accounting in the fourth quarter of 2016, recognizing no additional adjustments to the preliminary opening balancesheet.DirectCash Payments Inc. Acquisition On January 6, 2017, the Company completed the acquisition of DCPayments, whereby DCPayments became a wholly-owned indirect subsidiary of the Company. In connection with the closing of the acquisition, each DCPayments commonshare was acquired for Canadian Dollars $19.00 in cash per common share, and the Company also repaid the outstandingthird-party indebtedness of DCPayments, the combined aggregate of which represented a total transaction value ofapproximately $658 million Canadian Dollars (approximately $495 million U.S. dollars). The total amount paid for theacquisition at closing was financed with cash on hand and borrowings under the Company’s revolving credit facility. As a result of the DCPayments acquisition, the Company significantly increased the size of its Canada, Mexico, and U.K.operations and entered into the Australia and New Zealand markets. With this acquisition, the Company addedapproximately 25,000 ATMs to its global ATM count. On September 22, 2017, the U.K. Competition and Markets Authority (the “CMA”) completed its regulatory review andapproved the merger of the DCPayments U.K. business with the Company’s existing U.K. operations. Prior to the CMAapproval, the DCPayments U.K. business operated separately from the Company’s existing U.K. operations with theDCPayments pre-acquisition management running the business independently from the Company’s management. TheCompany is in the process of integrating its existing U.K. operations with the DCPayments U.K. operations. The results of DCPayments operations have been included in the accompanying Consolidated Statements of Operationssubsequent to the January 6, 2017 acquisition date and disclosure of the associated 2017 revenue and earnings isimpracticable given the level of integration achieved during 2017. The income from operations includes $17.8 million and$4.0 million of acquisition-related expenses in the years ended December 31, 2017 and 2016. The DCPayments acquisition was accounted for as a business combination using the purchase method of accountingunder the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Inaccordance with ASC 805, all assets acquired and liabilities assumed have been recorded at their estimated fair value as103 Table of Contentsof the acquisition date and any excess of the purchase consideration over the fair value of the identifiable assets acquired andliabilities assumed has been recognized as goodwill. The Company completed its fair value purchase allocation and purchaseaccounting in December 2017, which resulted in a goodwill allocation of approximately $300.3 million, of which$107.4 million, $51.3 million, and $141.6 million has been assigned to the Company’s North America, Europe & Africa, andAustralia & New Zealand reporting segments, respectively. The recognized goodwill was primarily attributable to expectedrevenue and cost synergies from the acquisition. None of the goodwill or intangible asset amounts are expected to bedeductible for income tax purposes; however, the Company acquired certain tax assets in the form of accumulated netoperating loss carryforwards and capital allowances, which at the date of acquisition the Company expected to utilize. The following table summarizes the final estimated fair values of the assets acquired and liabilities assumed as of theacquisition date: (In thousands)Cash and cash equivalents $28,227Accounts and notes receivable 14,841Inventory 977Restricted cash 2,475Prepaid expenses, deferred costs, and other current assets 3,157Property and equipment 68,842Intangible assets 182,075Goodwill 300,266Prepaid expenses, deferred costs, and other noncurrent assets 674Total assets acquired $601,534 Current portion of other long-term liabilities $10,852Accounts payable and other current liabilities 51,453Asset retirement obligations 8,906Deferred tax liability 23,213Other long-term liabilities 11,631Total liabilities assumed $106,055 Net assets acquired $495,479 The fair values of intangible assets acquired were estimated utilizing an income approach, with the assistance of anindependent appraisal firm. The acquired intangible assets are being amortized on a straight-line basis, over the estimatedlives. At the date of the acquisition the estimated fair values consisted of the following: Fair Values Estimated UsefulLives (In thousands) Merchant contracts/relationships $171,382 8 yearsTrade names: definite-lived 10,693 3 yearsTotal intangible assets acquired $182,075 104 Table of ContentsPro Forma Results of Operations - unaudited The following table presents certain unaudited pro forma combined results of operations of the Company and theacquired DCPayments operations for the year ended December 31, 2016, after giving effect to certain pro forma andconforming accounting adjustments including: (i) amortization of acquired intangible assets, (ii) the impact of certain fairvalue adjustments such as depreciation on the acquired property and equipment, (iii) an interest expense adjustment for thenet impact of the removal of the interest expense on the historical long-term debt of DCPayments that was repaid and the newinterest expense on additional borrowings incurred by the Company to fund the acquisition, and (iv) a conformingadjustment to recognize certain DCPayments surcharge revenues on a gross basis (not reduced by merchant commissionpayments), consistent with the Company policy and practice, and other less significant conforming accounting adjustments. Year Ended December 31, 2016 As Reported Pro Forma (Unaudited) (In thousands, excluding per shareamounts)Total revenues $1,265,364 $1,530,072Net income attributable to controlling interests and available to commonshareholders 87,991 80,945 Net income per common share – basic $1.95 $1.79Net income per common share – diluted $1.92 $1.77 The unaudited pro forma combined results of operations for the year ended December 31, 2016, reflected in the tableabove, do not include the impact of other acquisitions completed since December 31, 2016, as these transactions did nothave a material impact on the overall consolidated financial statements. This unaudited pro forma combined results ofoperations do not reflect the impact of any potential operating efficiencies, savings from expected synergies, or costs tointegrate the operations. The unaudited pro forma combined results of operations are not necessarily indicative of the futureresults to be expected for the Company’s consolidated results of operations. As discussed in Note 1. Basis of Presentationand Summary of Significant Accounting Policies — (m) Goodwill, the Company recognized significant impairment chargesrelated to the acquired Australia operations during the year ended December 31, 2017. Other Acquisitions On January 31, 2017, the Company completed the acquisition of Spark ATM Systems Pty Ltd. (“Spark”), anindependent ATM deployer in South Africa, with a growing network of approximately 2,300 ATMs. The initial purchaseconsideration of approximately $19.5 million was paid in cash. In addition to the initial consideration, the total purchaseprice also includes potential additional contingent consideration of up to approximately $59.6 million at the January 31,2017 foreign currency exchange rate. The contingent consideration will vary based upon performance relative to certainagreed upon earnings targets in 2019 and 2020 and would be payable to the previous investors in the business. Theestimated acquisition date fair value of the contingent consideration was approximately $34.8 million, at the January 31,2017 foreign currency exchange rate, as determined with the assistance of an independent appraisal firm using forecastedfuture financial projections and other Level 3 inputs (for additional information related to the Company’s fair value estimatessee Note 16. Fair Value Measurements). During the year ended December 31, 2017, the Company recorded expenses of$3.9 million, in the Other expense line item in the accompanying Consolidated Statements of Operations related to changesin the estimated fair value of the contingent consideration arrangement. In future periods, the Company may recordadditional expense or may reduce its expense to account for revisions to the amount expected to be paid related to thecontingent payment element, which will vary based on actual and expected performance. In conjunction with the transaction,the Company recognized property and equipment of approximately $5.3 million, intangible assets of $2.8 million, AssetRetirement Obligations (“ARO”) of approximately $0.4 million, other net liabilities of approximately $1.5 million, andgoodwill of approximately $48.2 million. The Company completed the purchase accounting for this acquisition during thefourth quarter of 2017. 105 Table of Contents(3) Share-Based Compensation The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards,net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the relatedawards. The grant date fair value is based upon the Company’s share price on the date of grant. The following table reflects the total share-based compensation expense amounts reported in the accompanyingConsolidated Statements of Operations: Year Ended December 31, 2017 2016 2015 (In thousands)Cost of ATM operating revenues $543 $875 $1,218Selling, general, and administrative expenses 13,852 20,555 18,236Total share-based compensation expense $14,395 $21,430 $19,454 Total share-based compensation expense decreased $7.0 million during the year ended December 31, 2017 compared tothe prior year partially due to: (i) a lower expected payout for the performance-based awards compared to the prior year and(ii) a higher level of forfeitures during the period as a result of the Company’s Restructuring Plan and the associatedemployee terminations. The employee terminations resulted in the net reversal of $1.5 million in share-based compensationexpense during the three months ended March 31, 2017. Total share-based compensation expense increased $2.0 millionduring the year ended December 31, 2016 compared to the prior year due to the timing and amount of grants made duringpreceding periods and additional estimated expense related to performance-based awards in 2016. Share-based compensation plans. The Company currently has two long-term incentive plans - the Third Amended andRestated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and the 2001 Stock Incentive Plan (“2001 Plan”). Thepurpose of each of these plans is to provide members of the Board and employees of the Company additional incentive andreward opportunities designed to enhance the profitable growth of the Company. Equity grants awarded under these plansgenerally vest in various increments over four years based on continued employment. The Company handles stock optionexercises and other share grants through the issuance of new common shares. In conjunction with the Redomicile Transaction, on July 1, 2016, Cardtronics plc executed a deed of assumptionpursuant to which Cardtronics plc adopted the 2007 Plan and assumed all outstanding awards granted under the 2007 Plan(including awards granted under the 2007 Plan prior to the completion of the Redomicile Transaction) and the 2001 StockIncentive Plan of Cardtronics Delaware, as amended. All grants during the periods above were made under the 2007 Plan. 2007 Plan. The 2007 Plan provides for the granting of incentive stock options intended to qualify under Section 422 ofthe Internal Revenue Code, options that do not constitute incentive stock options, Restricted Stock Awards (“RSAs”),phantom share awards, Restricted Stock Units (“RSUs”), bonus share awards, performance awards, and annual incentiveawards. The number of common shares that may be issued under the 2007 Plan may not exceed 9,679,393 shares. The sharesissued under the 2007 Plan are subject to further adjustment to reflect share dividends, share splits, recapitalizations, andsimilar changes in the Company’s capital structure. As of December 31, 2017, 416,500 options and 6,420,855 shares ofRSAs and RSUs, net of cancellations, had been granted under the 2007 Plan, and options to purchase 300,625 commonshares have been exercised. 2001 Plan. No awards were granted in 2017, 2016, and 2015 under the Company’s 2001 Plan. As of December 31, 2017,options to purchase an aggregate of 6,438,172 common shares (net of options cancelled) had been granted pursuant to the2001 Plan, all of which the Company considered as non-qualified stock options, and 6,306,821 of these options had beenexercised. Restricted Stock Units. The Company grants RSUs under its Long-term Incentive Plan (“LTIP”), which is an annualequity award program under the 2007 Plan. The ultimate number of RSUs that are determined to be earned under the LTIP areapproved by the Compensation Committee of the Company’s Board of Directors on an annual basis, based on the Company’sachievement of certain performance levels during the calendar year of its grant. The majority of these grants106 Table of Contentshave both a performance-based and a service-based vesting schedule (“Performance-RSUs”), and the Company recognizesthe related compensation expense based on the estimated performance levels that management believes will ultimately bemet. A portion of the awards have only a service-based vesting schedule (“Time-RSUs”), for which the associated expense isrecognized ratably over four years. Performance-RSUs and Time-RSUs are convertible into the Company’s common sharesafter the passage of the vesting periods, which are 24, 36, and 48 months from January 31 of the grant year, at the rate of50%, 25%, and 25%, respectively. Performance-RSUs will be earned only if the Company achieves certain performancelevels. Although the Performance-RSUs are not considered to be earned and outstanding until at least the minimumperformance metrics are met, the Company recognizes the related compensation expense over the requisite service period (orto an employee’s qualified retirement date, if earlier) using a graded vesting methodology. RSUs are also granted outside ofLTIPs, with or without performance-based vesting requirements. The number of the Company’s non-vested RSUs as of December 31, 2017, and changes during the year endedDecember 31, 2017, are presented below: Number ofShares WeightedAverageGrant DateFair ValueNon-vested RSUs as of January 1, 2017 971,751 $37.08Granted 723,654 $37.80Vested (532,815) $36.57Forfeited (156,581) $37.01Non-vested RSUs as of December 31, 2017 1,006,009 $37.88 The above table only includes earned RSUs; therefore, the Performance-RSUs granted in 2017 but not yet earned are notincluded. The number of Performance-RSUs granted at target in 2017, net of estimated forfeitures, was 241,550 units with agrant date fair value of $37.72 per unit. Time-RSUs are included as granted. The weighted average grant date fair value of theRSUs granted was $37.80, $37.63, and $38.35 for the years ended December 31, 2017, 2016, and 2015 respectively. Thetotal fair value of RSUs that vested during the years ended December 31, 2017, 2016, and 2015 was $26.0 million, $16.1million, and $14.7 million, respectively. Compensation expense associated with RSUs totaled $14.5 million, $21.0 million,and $18.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. As of December 31, 2017, theunrecognized compensation expense associated with earned RSUs was $11.4 million, which will be recognized using agraded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remainingweighted average vesting period of approximately 2.4 years. Restricted Stock Awards. As of December 31, 2017, all RSAs had fully vested and the Company had no unrecognizedcompensation expense. The Company ceased granting RSAs in 2013. Options. As of December 31, 2017, there were 1,250 outstanding and exercisable options with a weighted average grantdate fair value of $9.69. The Company has not granted any options since 2010. As of December 31, 2017, the Company hadno unrecognized compensation expense associated with outstanding options as all the remaining outstanding optionsbecame fully vested during 2015. (4) Earnings (Loss) per Share The Company reports its earnings per share under the two-class method. Under this method, potentially dilutivesecurities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net incomeavailable to common shareholders) when their impact on net income available to common shareholders is anti-dilutive. For the year ended December 31, 2017, the Company incurred a net loss, and accordingly, excluded all potentiallydilutive securities from the calculation of diluted (loss) earnings per share as their impact on the net loss available tocommon shareholders was anti-dilutive. Potentially dilutive securities for the years ended December 31, 2017, 2016, and2015 included all outstanding stock options, RSAs, and RSUs, which were included in the calculation of diluted earnings pershare for these periods. The potentially dilutive effect of outstanding warrants and the underlying shares exercisable underthe Company’s Convertible Notes were excluded from diluted shares outstanding because the exercise price107 Table of Contentsexceeded the average market price of the Company’s common shares in the periods presented. The effect of the note hedgethe Company purchased to offset the underlying conversion option embedded in its Convertible Notes was also excluded, asthe effect is anti-dilutive. Additionally, the restricted shares issued by the Company under RSAs have a non-forfeitable right to cash dividends, ifand when declared by the Company. Accordingly, restricted shares issued under RSAs are considered to be participatingsecurities and, as such, the Company has allocated the undistributed earnings for the years ended December 31, 2016 and2015 among the Company’s outstanding common shares and issued but unvested restricted shares. For December 31, 2017,the undistributed loss was not allocated to the vested restricted shares as they do not carry an obligation to share in losses. Accordingly, the allocated details are as follows: (Loss) Earnings per Share (in thousands, excluding share and per share amounts) 2017 Loss WeightedAverageSharesOutstanding Loss perShare Basic: Net (loss) attributable to controlling interests and available to commonshareholders $(145,350) Less: Undistributed earnings allocated to unvested RSAs — Net (loss) available to common shareholders $(145,350) 45,619,679 $(3.19) Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ — Stock options added to the denominator under the treasury stock method — RSUs added to the denominator under the treasury stock method — Less: Undistributed earnings reallocated to RSAs — Net (loss) available to common shareholders and assumed conversions $(145,350) 45,619,679 $(3.19) 108 Table of Contents 2016 2015 Income WeightedAverageSharesOutstanding EarningsperShare Income WeightedAverageSharesOutstanding EarningsperShare Basic: Net income attributable to controlling interestsand available to common shareholders $87,991 $67,080 Less: Undistributed earnings allocated tounvested RSAs (42) (94) Net income available to common shareholders $87,949 45,206,119 $1.95 $66,986 44,796,701 $1.50 Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated torestricted shares $42 $94 Stock options added to the denominator underthe treasury stock method 24,509 63,657 RSUs added to the denominator under thetreasury stock method 590,899 508,329 Less: Undistributed earnings reallocated to RSAs (41) (93) Net income available to common shareholdersand assumed conversions $87,950 45,821,527 $1.92 $66,987 45,368,687 $1.48 Potentially dilutive common shares related to restricted shares issued by the Company under RSAs were 2,821 forDecember 31, 2017. The computation of diluted earnings per share excluded potentially dilutive common shares related torestricted shares issued by the Company under RSAs of 12,316, and 31,005 shares for the years ended December 31, 2016and 2015, respectively, because the effect of including these shares in the computation would have been anti-dilutive. (5) Related Party Transactions Board members. Dennis Lynch, a member of the Board, is a member of the Board of Directors for Fiserv, Inc. (“Fiserv”).Additionally, Jorge Diaz, also a member of the Board, is the Division President and Chief Executive Officer of Fiserv OutputSolutions, a division of Fiserv. During the years ended December 31, 2017, 2016, and 2015, Fiserv provided the Companywith third-party services during the normal course of business, including transaction processing, network hosting, networksponsorship, and cash management. The amounts paid to Fiserv in each of these years is immaterial to the Company’sfinancial statements. G. Patrick Philips, a member of the Board, a member of the Board, is a member of the Board of Directors for USAAFederal Savings Bank (“USAA FSB”). During the years ended December 31, 2017, 2016, and 2015, the Company providedbank-branding and Allpoint services to USAA on terms that are generally consistent with its other customers for similarservices. BANSI, S.A. Institución de Banca Multiple (“Bansi”). Bansi, an entity that owns a noncontrolling interest in theCompany’s subsidiary, Cardtronics Mexico, provides various ATM management services to Cardtronics Mexico in thenormal course of business, including serving as one of the vault cash providers and bank sponsors, as well as providing othermiscellaneous services. The amounts paid to Bansi for each of the years ended December 31, 2017, 2016, and 2015 wereimmaterial to the Company’s financial statements. 109 Table of Contents(6) Property and Equipment, net The Company’s property and equipment consisted of the following: December 31, 2017 December 31,2016 (In thousands)ATM equipment and related costs $661,108 $633,905Technology assets 146,489 97,152Facilities, equipment, and other 94,446 59,650Total property and equipment 902,043 790,707Less: Accumulated depreciation (404,141) (397,972)Property and equipment, net $497,902 $392,735 As discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (k) Property andEquipment, net, the property and equipment balances include assets available for deployment and deployments in process of$50.5 million and $66.1 million as of December 31, 2017 and 2016, respectively. (7) Intangible Assets, net Intangible Assets with Indefinite Lives The following tables present the net carrying amount of the Company’s intangible assets with indefinite lives as ofDecember 31, 2017 and 2016, as well as the changes in the net carrying amounts for the years ended December 31, 2017 and2016 by segment: NorthAmerica Europe &Africa Australia &New Zealand Total (In thousands) Goodwill, gross as of January 1, 2016 $452,270 $146,669 $ — $598,939Accumulated impairment loss — (50,003) — (50,003)Goodwill, net as of January 1, 2016 $452,270 $96,666 $ — $548,936 Intersegment allocation — — — —Foreign currency translation adjustments (38) (15,823) — (15,861) Goodwill, gross as of December 31, 2016 $452,232 $130,846 $ — $583,078Accumulated impairment loss — (50,003) — (50,003)Goodwill, net as of December 31, 2016 $452,232 $80,843 $ — $533,075 Acquisitions 107,442 99,465 141,557 348,464Foreign currency translation adjustments 6,043 16,238 11,157 33,438Impairment loss — — (140,038) (140,038) Goodwill, gross as of December 31, 2017 $565,717 $246,549 $152,714 $964,980Accumulated impairment loss — (50,003) (140,038) (190,041)Goodwill, net as of December 31, 2017 $565,717 $196,546 $12,676 $774,939 (1)The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico.(2)The Europe & Africa segment is comprised of the Company’s operations in the U.K., Ireland, Germany, Spain, South Africa,Poland, and its ATM advertising business, i-design group plc (“i-design”). 110 (1)(2)Table of Contents Trade Name: Indefinite-lived NorthAmerica Europe &Africa Total (In thousands)Balance as of January 1, 2016 $1,900 $416 $2,316Reclassification to definite-lived trade name (1,700) — (1,700)Foreign currency translation adjustments — 3 3Trade names: indefinite-lived as of December 31, 2016 $200 $419 $619Foreign currency translation adjustments — 40 40Trade names: indefinite-lived as of December 31, 2017 $200 $459 $659 (1)The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico.(2)The Europe & Africa segment is comprised of the Company’s operations in the U.K., Ireland, Germany, Spain, South Africa, the recentlyexited Poland, and i-design. Intangible Assets with Definite Lives The following table presents the Company’s intangible assets that were subject to amortization: December 31, 2017 December 31, 2016 GrossCarryingAmount AccumulatedAmortization NetCarryingAmount GrossCarryingAmount AccumulatedAmortization NetCarryingAmount (In thousands)Merchant and bank-brandingcontracts/relationships $490,332 $(299,801) $190,531 $353,334 $(248,428) $104,906Trade names: definite-lived 18,480 (7,091) 11,389 11,618 (3,674) 7,944Technology 10,901 (5,230) 5,671 10,718 (4,781) 5,937Non-compete agreements 4,438 (4,308) 130 4,351 (4,057) 294Revolving credit facility deferredfinancing costs 2,730 (1,248) 1,482 3,770 (2,240) 1,530Total intangible assets with definite lives $526,881 $(317,678) $209,203 $383,791 $(263,180) $120,611 The majority of the Company’s intangible assets with definite lives are being amortized over the assets’ estimated usefullives utilizing the straight-line method. Estimated useful lives range from four to ten years for merchant and bank-brandingcontracts/relationships, two to ten years for exclusive license agreements, one to fifteen years for finite-lived trade names,three years for acquired technology, and one to five years for non-compete agreements. Deferred financing costs relating tothe Company’s revolving credit facility are amortized through interest expense over the contractual term of the revolvingcredit facility utilizing the effective interest method. The Company periodically reviews the estimated useful lives of itsidentifiable intangible assets, taking into consideration any events or circumstances that might result in a reduction in fairvalue or a revision of those estimated useful lives. Amortization of definite-lived intangible assets is recorded in the Amortization of intangible assets line item in theaccompanying Consolidated Statements of Operations, except for deferred financing costs related to the revolving creditfacility and certain exclusive license agreements. Amortization of the revolving credit facility deferred financing costs iscombined with the amortization of note discount related to other debt instruments and is recorded in the Amortization ofdeferred financing costs and note discount line item in the accompanying Consolidated Statements of Operations. Certainexclusive license agreements that were effectively prepayments of merchant fees were amortized through the Cost of ATMoperating revenues line item in the accompanying Consolidated Statements of Operations during the years endedDecember 31, 2017, 2016, and 2015 and totaled $10.0 million, $8.9 million, and $5.9 million, respectively. 111 (1)(2)Table of ContentsThe Company’s intangible assets acquired during the years ended December 31, 2017 and 2016 consisted of thefollowing: AmountAcquired in2017 WeightedAverageAmortizationPeriod AmountAcquired in2016 WeightedAverageAmortizationPeriod (In thousands)Merchant and bank-branding contracts/relationships $174,210 8.0years $12,551 5.6yearsTrade name: definite-lived 10,693 3.0years – Total $184,903 $12,551 Estimated amortization for the Company’s intangible assets with definite lives as of December 31, 2017, for each of thenext five years, and thereafter is as follows (in thousands): 2018 $55,1322019 51,1822020 40,3682021 32,0142022 28,107Thereafter 2,400Total $209,203.(8) Prepaid Expenses, Deferred Costs, and Other Assets The Company’s prepaid expenses, deferred costs, and other assets consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Current portion of prepaid expenses, deferred costs, and other current assets Prepaid expenses $44,480 $29,380Interest rate swap contracts 1,154 —Deferred costs and other current assets 50,472 37,727Total $96,106 $67,107 Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets Prepaid expenses $34,264 $17,049Interest rate swap contracts 14,467 14,137Deferred costs and other noncurrent assets 9,025 3,929Total $57,756 $35,115 As of December 31, 2017, the Company’s deferred costs and other current assets included settlement receivables of $17.6million and other amounts recoverable from the Company’s merchant customers. 112 Table of Contents(9) Accrued Liabilities The Company’s accrued liabilities consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Accrued merchant settlement $101,366 $77,142Accrued merchant fees 57,079 40,369Accrued taxes 35,759 32,982Accrued compensation 24,044 19,150Accrued cash management fees 16,604 9,894Accrued interest 8,679 6,174Accrued processing costs 7,830 5,918Accrued maintenance 3,927 8,473Accrued armored 6,654 6,354Accrued purchases 4,631 6,249Accrued telecommunications costs 1,413 1,841Accrued interest on interest rate swap contracts 1,070 2,152Other accrued expenses 37,889 23,920Total accrued liabilities $306,945 $240,618 As of December 31, 2017, the Accrued compensation line item included $3.6 million of employee severance costsassociated with the Company’s Restructuring Plan. The increase in the Other accrued expenses line item is primarilyattributed to additional liabilities assumed with the DCPayments acquisition. (10) Long-Term Debt The Company’s carrying value of long-term debt consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Revolving credit facility, including swingline credit facility (weighted averagecombined interest rate of 3.2% and 4.0% as of December 31, 2017 and December31, 2016, respectively) $122,461 $14,1001.00% Convertible Senior Notes due 2020, net of unamortized discount andcapitalized debt issuance costs 251,973 241,0685.125% Senior Notes due 2022, net of capitalized debt issuance costs 248,038 247,3715.50% Senior Notes due 2025, net of capitalized debt issuance costs 295,249 —Total long-term debt $917,721 $502,539 The 1.00% Convertible Notes due 2020 (the “Convertible Notes”) with a face value of $287.5 million are presented netof unamortized discount and capitalized debt issuance costs of $35.5 million and $46.4 million as of December 31, 2017 andDecember 31, 2016, respectively. The 5.125% Senior Notes due 2022 (the “2022 Notes”) with a face value of $250.0 millionare presented net of capitalized debt issuance costs of $2.0 million and $2.6 million as of December 31, 2017 andDecember 31, 2016, respectively. The 5.50% Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 millionare presented net of capitalized debt issuance costs of $4.8 million as of December 31, 2017. Revolving Credit Facility As of December 31, 2017, the Company had a $400.0 million revolving credit facility, which matures on July 1, 2021,led by a syndicate of banks including JPMorgan Chase, N.A. and Bank of America, N.A. As of December 31, 2017, theCompany had $277.5 million in available borrowing capacity and letters of credit (subject to the covenants contained withinthe amended and restated credit agreement (the “Credit Agreement”) governing the revolving credit facility) and could beincreased by the exercise of an accordion feature to $500.0 million, under certain conditions.113 Table of Contents On October 3, 2017, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement.Pursuant to the Sixth Amendment, certain administrative changes were made to the Credit Agreement, primarily to expandthe currencies under which the Company and the other borrowers can borrow funds. The total commitments under the credit facility can be borrowed in U.S. dollars, alternative currencies (including Euros,U.K. pounds sterling, Canadian dollars, Australian dollars and South African rand), or a combination thereof. The CreditAgreement provides for sub-limits under the commitment of $50.0 million for swingline loans and $30.0 million for letters ofcredit. Borrowings (not including swingline loans) accrue interest, at the Company’s option and based on the type ofcurrency borrowed, at the Alternate Base Rate, the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian DealerOffered Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate (each, as defined in the CreditAgreement) plus a margin depending on the Company’s most recent Total Net Leverage Ratio (as defined in the CreditAgreement). The margin for Alternative Base Rate loans and Canadian Prime Rate loans varies between 0% and 1.25%, themargin for Adjusted LIBO Rate loans, Canadian Dealer Offered Rate loans and Bank Bill Swap Reference Rate loans variesbetween 1.00% and 2.25% and the margin for Johannesburg Interbank Agreed Rate loans varies between 1.25% and 2.50%.Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above,swingline loans denominated in Canadian dollars bear interest at the Canadian Prime Rate plus a margin as described aboveand swingline loans denominated in other alternative currencies bear interest at the Overnight Foreign Currency Rate (asdefined in the Credit Agreement) plus the applicable margin for the Adjusted LIBO Rate, the Bank Bill Swap Reference Rateor the Johannesburg Interbank Agreed Rate, as applicable. Substantially all of the Company’s U.S. assets, including the stock of certain of its subsidiaries are pledged as collateralto secure borrowings made under the revolving credit facility. Furthermore, each of the Credit Facility Guarantors (as definedin the Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility.The obligations of the CFC Borrowers (as defined in the Credit Agreement) are secured by the assets of the CFC Guarantors(as defined in the Credit Agreement), which do not guarantee the obligations of the Credit Facility Guarantors. The Credit Agreement contains representations, warranties and covenants that are customary for similar creditarrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment ofobligations, (iii) compliance with applicable laws, and (iv) notification of certain events. Financial covenants in the CreditAgreement require the Company to maintain: (i) as of the last day of any fiscal quarter, a Senior Secured Net Leverage Ratio(as defined in the Credit Agreement) of no more than 2.25 to 1.00, (ii) as of the last day of any fiscal quarter, a Total NetLeverage Ratio of no more than 4.00 to 1.00, and (iii) as of the last day of any fiscal quarter, a Fixed Charge Coverage Ratio(as defined in the Credit Agreement) of no less than 1.50 to 1.00. Additionally, the Company is limited on the amount ofrestricted payments, including dividends, which it can make pursuant to the terms of the Credit Agreement; however, theCompany may generally make restricted payments so long as no event of default exists at the time of such payment and theTotal Net Leverage Ratio is less than 3.00 to 1.00 at the time such restricted payment is made. As of December 31, 2017, the Company had $122.5 million of outstanding borrowings under its $400.0 millionrevolving credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. As ofthe years ended December 31, 2017 and 2016, the weighted average interest rates on the Company’s borrowings under therevolving credit facility were 3.2% and 4.0%, respectively. $287.5 Million 1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments On November 19, 2013, Cardtronics Delaware issued the Convertible Notes at par value. Cardtronics Delaware received$254.2 million in net proceeds from the offering after deducting underwriting fees paid to the initial purchasers and arepurchase of 665,994 of its outstanding common shares concurrent with the offering. Cardtronics Delaware used a portion ofthe net proceeds from the offering to fund the net cost of the convertible note hedge transaction, as described below. Theconvertible note hedge and warrant transactions were entered into concurrent with the pricing of the Convertible Notes.Interest on the Convertible Notes is payable semi-annually in cash in arrears on June 1st and December 1st of each year.Under U.S. GAAP, certain convertible debt instruments that may be settled in cash (or other assets) upon conversion arerequired to be separately accounted for as liability (debt) and equity (conversion option) components of the114 Table of Contentsinstrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company, with assistance from avaluation professional, determined that the fair value of the debt component was $215.8 million and the fair value of theembedded option was $71.7 million as of the issuance date. The Company recognizes effective interest expense on the debtcomponent and that interest expense effectively accretes the debt component to the total principal amount due at maturity of$287.5 million. The effective rate of interest to accrete the debt balance is approximately 5.26%, which corresponded to theCompany’s estimated conventional debt instrument borrowing rate at the date of issuance. On July 1, 2016, Cardtronics plc, Cardtronics Delaware, and Wells Fargo Bank, National Association, as trustee, enteredinto a supplemental indenture (the “Convertible Notes Supplemental Indenture”) with respect to the Convertible Notes. TheConvertible Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee by Cardtronics plc ofthe prompt payment, when due, of any amount owed to the holders of the Convertible Notes. The Convertible NotesSupplemental Indenture also provides that, from and after the effective date of the Redomicile Transaction, the ConvertibleNotes will be convertible into shares of Cardtronics plc in lieu of common share of Cardtronics Delaware. The Convertible Notes have a conversion price of $52.35 per share, which equals a conversion rate of 19.1022 shares per$1,000 principal amount of Convertible Notes, for a total of approximately 5.5 million shares underlying the debt. Theconversion rate, however, is subject to adjustment under certain circumstances. Conversion can occur: (i) any time on or afterSeptember 1, 2020, (ii) after March 31, 2014, during any calendar quarter that follows a calendar quarter in which the price ofthe shares exceeds 135% of the conversion price for at least 20 days during the 30 consecutive trading-day period ending onthe last trading day of the quarter, (iii) during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price of the Convertible Notes is less than 98% of the closing price of the shares multipliedby the applicable conversion rate on each such trading day, (iv) upon specified distributions to Cardtronics plc’sshareholders upon recapitalizations, reclassifications, or changes in shares, and (v) upon a make-whole fundamental change.A fundamental change is defined as any one of the following: (i) any person or group that acquires 50% or more of the totalvoting power of all classes of common equity that is entitled to vote generally in the election of Cardtronics plc’s directors,(ii) Cardtronics plc engages in any recapitalization, reclassification, or changes of common shares as a result of which theshares would be converted into or exchanged for, shares, other securities, or other assets or property, (iii) Cardtronics plcengages in any share exchange, consolidation, or merger where the shares converted into cash, securities, or other property,(iv) the Company engages in certain sales, leases, or other transfers of all or substantially all of the consolidated assets, or (v)Cardtronics plc’s shares are not listed for trading on any U.S. national securities exchange. None of the Convertible Notes were convertible as of December 31, 2017, and therefore, remain classified in the Long-term debt line item in the accompanying Consolidated Balance Sheets at December 31, 2017. In future financial reportingperiods, the classification of the Convertible Notes may change depending on whether any of the above contingent criteriahave been subsequently satisfied. Upon conversion, holders of the Convertible Notes are entitled to receive cash, shares, or a combination of cash andshares, at the Company’s election. In the event of a change in control, as defined in the indenture under which theConvertible Notes have been issued, holders can require Cardtronics Delaware to purchase all or a portion of theirConvertible Notes for 100% of the notes’ par value plus any accrued and unpaid interest. The Company’s interest expense related to the Convertible Notes consisted of the following: Year Ended December 31, 2017 2016 2015 (In thousands)Cash interest per contractual coupon rate $2,875 $2,875 $2,875Amortization of note discount 10,210 9,690 9,194Amortization of debt issuance costs 695 624 559Total interest expense related to Convertible Notes $13,780 $13,189 $12,628 115 Table of ContentsThe Company’s carrying value of the Convertible Notes consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Principal balance $287,500 $287,500Unamortized discount and capitalized debt issuance costs (35,527) (46,432)Net carrying amount of Convertible Notes $251,973 $241,068 In connection with the issuance of the Convertible Notes, Cardtronics Delaware entered into separate convertible notehedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The neteffect of these transactions effectively raised the price at which dilution would occur from the $52.35 initial conversion priceof the Convertible Notes to $73.29. Pursuant to the convertible note hedge, Cardtronics Delaware purchased call optionsgranting Cardtronics Delaware the right to acquire up to approximately 5.5 million common shares with an initial strike priceof $52.35. The call options automatically become exercisable upon conversion of the Convertible Notes, and will terminateon the second scheduled trading day immediately preceding December 1, 2020. Cardtronics Delaware also sold to the initialpurchasers warrants to acquire up to approximately 5.5 million common shares with a strike price of $73.29. The warrantswill expire incrementally on a series of expiration dates subsequent to the maturity date of the Convertible Notes throughAugust 30, 2021. If the conversion price of the Convertible Notes remains between the strike prices of the call options andwarrants, Cardtronics plc’s shareholders will not experience any dilution in connection with the conversion of theConvertible Notes; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all ofthe series of related expiration dates of the warrants, Cardtronics plc would be required to issue additional shares to thewarrant holders. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders’ equitysection in the accompanying Consolidated Balance Sheets. $250.0 Million 5.125% Senior Notes Due 2022 On July 28, 2014, in a private placement offering, Cardtronics Delaware issued $250.0 million in aggregate principalamount of the 2022 Notes pursuant to an indenture dated July 28, 2014 (the “2022 Notes Indenture”) among CardtronicsDelaware, certain subsidiary guarantors (each, a “2022 Notes Guarantor”), and Wells Fargo Bank, National Association, astrustee. Interest on the 2022 Notes is payable semi-annually in cash in arrears on February 1st and August 1st of each year. On July 1, 2016, Cardtronics plc, Cardtronics Delaware, certain 2022 Notes Guarantors, and Wells Fargo Bank, NationalAssociation, as trustee, entered into a supplemental indenture (the “2022 Notes Supplemental Indenture”) with respect to the2022 Notes. The 2022 Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee byCardtronics plc of the prompt payment, when due, of any amount owed to the holders of the 2022 Notes. Furthermore, certainadditional subsidiary guarantors were also added as 2022 Notes Guarantors to the 2022 Notes. On April 28, 2017, additionalsubsidiaries of Cardtronics plc were added as 2022 Notes Guarantors pursuant to a second supplemental indenture to the2022 Notes Indenture (the “2022 Notes Second Supplemental Indenture”). The 2022 Notes and the related guarantees (the “2022 Notes Guarantees”) rank: (i) equally in right of payment with allof Cardtronics Delaware’s and the 2022 Notes Guarantors (including Cardtronics plc) existing and future seniorindebtedness, (ii) effectively junior to secured debt to the extent of the collateral securing such debt, including borrowingsunder the Company’s revolving credit facility, and (iii) structurally junior to existing and future indebtedness of Cardtronicsplc’s non-guarantor subsidiaries. The 2022 Notes and 2022 Notes Guarantees rank senior in right of payment to any ofCardtronics Delaware’s and the 2022 Notes Guarantors’ (including Cardtronics plc) existing and future subordinatedindebtedness. The 2022 Notes contain covenants that, among other things, limit Cardtronics plc’s ability and the ability of certain ofits restricted subsidiaries (including Cardtronics Delaware) to incur or guarantee additional indebtedness, make certaininvestments, or pay dividends or distributions on Cardtronics plc’s common shares or repurchase common shares or makecertain other restricted payments, consolidate or merge with or into other companies, conduct asset sales, restrict dividends orother payments by restricted subsidiaries, engage in transactions with affiliates or related persons, and create liens. 116 Table of ContentsObligations under its 2022 Notes are fully and unconditionally and jointly and severally guaranteed on a seniorunsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception ofCardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). There are no significantrestrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Delaware or the other 2022 Notes Guarantorsby dividend or loan. None of the 2022 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) ofRegulation S-X. The 2022 Notes included registration rights, and as required under the terms of the 2022 Notes, CardtronicsDelaware completed an exchange offer for these 2022 Notes in June 2015 whereby participating holders received registerednotes. The 2022 Notes are subject to certain automatic customary releases with respect to the 2022 Notes Guarantors (otherthan Cardtronics plc), including the sale, disposition, or transfer of the common shares or substantially all of the assets ofsuch 2022 Notes Guarantor, designation of such 2022 Notes Guarantor as unrestricted in accordance with the 2022 NotesIndenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2022Notes Guarantor and, in the case of a 2022 Notes Guarantor that is not wholly-owned by Cardtronics plc, such 2022 NotesGuarantor ceasing to guarantee other indebtedness of Cardtronics plc, Cardtronics Delaware, or another 2022 NotesGuarantor. The 2022 Notes Guarantors, including Cardtronics plc, may not sell or otherwise dispose of all or substantially allof their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default underthe 2022 Notes Indenture and certain other specified requirements under the 2022 Notes Indenture are not satisfied. $300.0 Million 5.50% Senior Notes Due 2025 On April 4, 2017, in a private placement offering, Cardtronics Delaware and Cardtronics USA, Inc. (the “2025 NotesIssuers”) issued $300.0 million in aggregate principal amount of the 2025 Notes pursuant to an indenture dated April 4, 2017(the “2025 Notes Indenture”) among the 2025 Notes Issuers, Cardtronics plc, and certain of its subsidiaries, as guarantors(each, a “2025 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee. Interest on the 2025 Notes accrues from April 4, 2017, the date of issuance, at the rate of 5.50% per annum. Interest onthe 2025 Notes is payable semi-annually in cash in arrears on May 1st and November 1st of each year, commencing onNovember 1, 2017. The 2025 Notes and the related guarantees (the “2025 Guarantees”) are the general unsecured senior obligations of eachof the 2025 Notes Issuers and the 2025 Notes Guarantors, respectively, and rank: (i) equally in right of payment with all ofthe 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future senior indebtedness and (ii) senior in right ofpayment to all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ future subordinated indebtedness. The 2025 Notesand the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’existing and future secured debt to the extent of the collateral securing such debt, including all borrowings under theCompany’s revolving credit facility. The 2025 Notes are structurally subordinated to all liabilities of any of Cardtronics plc’ssubsidiaries (excluding the 2025 Notes Issuers) that do not guarantee the 2025 Notes. The 2025 Notes contain covenants that, among other things, limit the 2025 Notes Issuers’ ability and the ability ofCardtronics plc and certain of its restricted subsidiaries to incur or guarantee additional indebtedness, make certaininvestments, or pay dividends or distributions on Cardtronics plc’s common shares or repurchase common shares or makecertain other restricted payments, consolidate or merge with or into other companies, conduct asset sales, restrict dividends orother payments by restricted subsidiaries, engage in transactions with affiliates or related persons, and create liens. Obligations under the 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a seniorunsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception ofCardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). There are no significantrestrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Delaware, Cardtronics USA, Inc., or the other2025 Notes Guarantors by dividend or loan. None of the 2025 Notes Guarantors’ assets represent restricted assets pursuant toRule 4-08(e)(3) of Regulation S-X. The 2025 Notes are subject to certain automatic customary releases with respect to the 2025 Notes Guarantors (otherthan Cardtronics plc, Cardtronics Holdings Limited, and CATM Holdings LLC), including the sale, disposition, or transfer ofthe common shares or substantially all of the assets of such 2025 Notes Guarantor, designation of such 2025 Notes117 Table of ContentsGuarantor as unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or thecovenant defeasance option, liquidation, or dissolution of such 2025 Notes Guarantor. The 2025 Notes Guarantors, includingCardtronics plc, may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate withor merge into, another company if such a sale would cause a default under the 2025 Notes Indenture and certain otherspecified requirements under the 2025 Notes Indenture are not satisfied. Debt Maturities Aggregate maturities of the principal amounts of the Company’s long-term debt as of December 31, 2017, for each of thenext five years, and thereafter is as follows (in thousands): 2018 $ —2019 —2020 287,5002021 122,4612022 250,000Thereafter 300,000Total $959,961.(11) Asset Retirement Obligations Asset retirement obligations (“ARO”) consist primarily of costs to deinstall the Company’s ATMs and restore the ATMsites to their original condition, which are estimated based on current market rates. In most cases, the Company iscontractually required to perform this deinstallation of its owned ATMs and in some cases, site restoration work. For eachgroup of similar ATM type, the Company has recognized the estimated fair value of the ARO as a liability in theaccompanying Consolidated Balance Sheets and capitalized that cost as part of the cost basis of the related asset. The relatedassets are depreciated on a straight-line basis over five years, which is the estimated average time period that an ATM isinstalled in a location before being deinstalled, and the related liabilities are accreted to their full value over the same periodof time. The changes in the Company’s ARO liability consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Asset retirement obligations as of the beginning of the period $54,907 $54,727Additional obligations 11,727 8,720Estimated obligations assumed in acquisitions 9,343 —Accretion expense 1,856 1,803Change in estimates (108) (1,638)Payments (9,788) (4,351)Foreign currency translation adjustments 1,820 (4,354)Asset retirement obligations at the end of the period 69,757 54,907Less: current portion of asset retirement obligations 9,837 9,821Asset retirement obligations, excluding current portion, at the end of the period $59,920 $45,086 For additional information related to the Company’s AROs with respect to its fair value measurements, see Note 16. FairValue Measurements. 118 Table of Contents(12) Other Liabilities The Company’s other liabilities consisted of the following: December 31, 2017 December 31, 2016 (In thousands)Current portion of other long-term liabilities Interest rate swap contracts $7,314 $16,533Asset retirement obligations 9,837 9,821Deferred revenue 3,590 249Other 10,629 1,634Total current portion of other long-term liabilities $31,370 $28,237 Noncurrent portion of other long-term liabilities Acquisition-related contingent consideration $42,614 $ —Interest rate swap contracts 3,547 14,456Deferred revenue 2,063 1,698Other 26,778 2,537Total noncurrent portion of other long-term liabilities $75,002 $18,691 As of December 31, 2017, the Acquisition-related contingent consideration line item consisted of the preliminaryestimated fair value of the contingent consideration associated with the Spark acquisition. For additional information relatedto the Spark acquisition contingent consideration, see Note 2. Acquisitions and Divestitures. (13) Shareholders’ Equity Redomicile Transaction. Pursuant to the Redomicile Transaction, each issued and outstanding common share ofCardtronics Delaware held immediately prior to the Merger was effectively converted into one Class A Ordinary Share,nominal value $0.01 per share, of Cardtronics plc (collectively, “common shares”). Upon completion of the RedomicileTransaction, the common shares were listed and began trading on The NASDAQ Stock Market LLC under the symbol“CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded. Likewise,the equity plans and/or awards granted thereunder were assumed by Cardtronics plc and amended to provide that those plansand/or awards will now provide for the award and issuance of Ordinary Shares. Furthermore, all treasury shares of CardtronicsDelaware were cancelled in the Redomicile Transaction. Change in common shares, treasury shares, and additional paid-in capital associated with the RedomicileTransaction. In the Redomicile Transaction, completed on July 1, 2016, each of the 52,529,197, $0.0001 par value pershare, issued and outstanding common shares of Cardtronics Delaware held immediately prior to the Merger were effectivelyconverted into an equivalent number of $0.01 nominal value per share common shares of Cardtronics plc. In addition,immediately prior to the Redomicile Transaction, 7,310,022 treasury shares of Cardtronics Delaware with a cost basis of$106.5 million were cancelled with the offsetting impact recorded in the Additional paid-in capital and Retained earningsline items in the accompanying Consolidated Balance Sheets. Common shares. The Company has 45,696,338 and 45,326,430 shares outstanding as of December 31, 2017 and 2016,respectively. Additional paid-in capital. Included in the balance of Additional paid-in capital are amounts related to the ConvertibleNotes issued in November 2013 and the related equity instruments. These amounts include: (i) the fair value of the embeddedoption of the Convertible Notes of $71.7 million, (ii) the amount paid to purchase the associated convertible note hedgesof $72.6 million, (iii) the amount received for selling associated warrants of $40.5 million, and (iv) $1.6 million in debtissuance costs allocated to the equity component of the convertible note. For additional information related to theConvertible Notes and the related equity instruments, see Note 10. Long-Term Debt. 119 Table of ContentsAccumulated other comprehensive loss, net. Accumulated other comprehensive loss, net, is a separate component ofShareholders’ equity in the accompanying Consolidated Balance Sheets. The following table presents the changes in thebalances of each component of Accumulated other comprehensive loss, net for the years ended December 31, 2017, 2016,and 2015: ForeignCurrencyTranslationAdjustments Unrealized(Losses) Gainson Interest RateSwap andForeignCurrencyForwardContracts Total (In thousands)Total accumulated other comprehensive loss, net as of January 1, 2015 $(34,709) $(48,298)$(83,007)Other comprehensive loss before reclassification (11,177) (28,173) (39,350)Amounts reclassified from accumulated other comprehensive loss, net — 34,231 34,231Net current period other comprehensive (loss) income (11,177) 6,058 (5,119)Total accumulated other comprehensive loss, net as of December 31, 2015 $(45,886)$(42,240)$(88,126) Other comprehensive loss before reclassification (34,999) (12,580) (47,579)Amounts reclassified from accumulated other comprehensive loss, net — 28,570 28,570Net current period other comprehensive (loss) income (34,999) 15,990 (19,009)Total accumulated other comprehensive loss, net as of December 31, 2016 $(80,885)$(26,250)$(107,135) Other comprehensive income (loss) before reclassification 56,511 (3,007) 53,504Amounts reclassified from accumulated other comprehensive loss, net — 20,036 20,036Net current period other comprehensive income 56,511 17,029 73,540Total accumulated other comprehensive loss, net as of December 31, 2017 $(24,374)$(9,221)$(33,595) (1)Net of deferred income tax (benefit) expense of $(6,701) as of January 1, 2015, and $(2,959), $9,269, and $16,317 as ofDecember 31, 2015, 2016, and 2017, respectively.(2)Net of deferred income tax (benefit) expense of $(17,402) and $21,143 for Other comprehensive loss before reclassification andAmounts reclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2015. SeeNote 15. Derivative Financial Instruments.(3)Net of deferred income tax (benefit) expense of $(9,619) and $21,847 for Other comprehensive loss before reclassification and Amountsreclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2016. See Note 15. DerivativeFinancial Instruments.(4)Net of deferred income tax (benefit) expense of $(1,245) and $8,295 for Other comprehensive loss before reclassification and Amountsreclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2017. See Note 15. DerivativeFinancial Instruments.(5)Net of deferred income tax (benefit) of $(5,339) $(4,113), and $(1,565) as of December 31, 2017, 2016, and 2015, respectively.(6)Net of deferred income tax (benefit) of $(1,226), $(2,548), and $(1,565) for the years ended December 31, 2017, 2016,and 2015, respectively. The Company records unrealized gains and losses related to its interest rate swap contracts net of estimated taxes in theAccumulated other comprehensive loss, net, line item in the accompanying Consolidated Balance Sheets since it is morelikely than not that the Company will be able to realize the benefits associated with its net deferred tax asset positions in thefuture. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of ATMoperating revenues line item in the accompanying Consolidated Statements of Operations. The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related tothe interest rate swap contracts in the Accumulated other comprehensive loss, net line item in the accompanyingConsolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuationallowance was appropriately released as a tax benefit into continuing operations in 2010, will reverse out of the Accumulatedother comprehensive loss, net line item in the accompanying Consolidated Balance Sheets and into120 (1) (6)(2)(2)(5)(1)(6)(3)(3)(5)(1)(6)(4)(4)(5)(1) Table of Contentscontinuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As ofDecember 31, 2017, the disproportionate tax effect is approximately $14.6 million. The Company currently believes that the unremitted earnings of its foreign subsidiaries under its former U.S. parentcompany will be reinvested for an indefinite period of time. Accordingly, no deferred taxes have been provided for thedifferences between the Company’s book basis and underlying tax basis in these subsidiaries or on the foreign currencytranslation adjustment amounts. (14) Employee Benefits The Company sponsors defined contribution retirement plans for its employees, the principal plan being the 401(k) planwhich is offered to its employees in the U.S. During 2017, the Company matched 100% of employee contributions up to 4%of the employee’s eligible compensation. Employees immediately vest in their contributions while the Company’s matchingcontributions vest at a rate of 20% per year. The Company also sponsors a similar retirement plan for its employees in otherjurisdictions. The Company contributed $3.7 million, $2.9 million, and $2.4 million to the defined contribution benefitplans for the years ended December 31, 2017, 2016, and 2015, respectively. 121 Table of Contents(15) Derivative Financial Instruments Risk Management Objectives of Using Derivatives The Company is exposed to interest rate risk associated with its vault cash rental obligations and, to a lesser extent,borrowings under its revolving credit facility. The Company utilizes varying notional amount interest rate swap contracts tomanage the interest rate risk associated with its vault cash rental obligations in the U.S., the U.K., and Australia. TheCompany does not currently utilize derivative instruments to manage the interest rate risk associated with its borrowings.The Company is also exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. TheCompany has not historically utilized derivative instruments to hedge its foreign currency exchange rate risk; however,during the fourth quarter of 2017 the Company entered into a series of short-term foreign currency forward contracts to hedgeits foreign exchange rate risk associated with certain anticipated transactions. The Company’s interest rate swap contracts serve to mitigate interest rate risk exposure by converting a portion of theCompany’s monthly floating-rate vault cash rental payments to monthly fixed-rate vault cash rental payments. Typically, theCompany receives monthly floating-rate payments from its interest rate swap contract counterparties that correspond to, in allmaterial respects, the monthly floating-rate payments required by the Company to its vault cash rental providers for theportion of the average outstanding vault cash balances that have been hedged. In return, the Company pays its counterpartiesa monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cash rentalobligation interest rate from a floating-rate to a fixed-rate, the impact of favorable and unfavorable changes in future interestrates on the monthly vault cash rental payments, and therefore, the Vault cash rental expense line item in the accompanyingConsolidated Statement of Operations, has been reduced. There is never an exchange of the underlying principal or notional amounts associated with the interest rate swapcontracts described above. Additionally, none of the Company’s existing interest rate swap contracts contain credit-risk-related contingent features. Accounting Policy The interest rate swap and foreign currency forward contracts discussed above are derivative instruments used by theCompany to hedge exposure to variability in expected future cash flows attributable to a particular risk; therefore, they aredesignated and qualify as cash flow hedging instruments. The Company does not currently hold any derivative instrumentsnot designated as hedging instruments, fair value hedges, or hedges of a net investment in a foreign operation. The Company reports the effective portion of a gain or loss related to each cash flow hedging instrument as a componentof the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets andreclassifies the gain or loss into earnings in the same period or periods that the hedged transaction affects and has beenforecasted in earnings. Gains or losses on the Company’s interest rate swaps are recognized with the hedged item in the Vaultcash rental expense line item in the accompanying Consolidated Statement of Operations, while gains and losses on ourforeign currency forward contracts are recognized with the associated hedged item, in the Other expense (income) line item. Gains and losses related to the cash flow hedging instrument that represent either hedge ineffectiveness or hedgecomponents excluded from the assessment of effectiveness are recognized in the Other expense (income) line item in theaccompanying Consolidated Statement of Operations. As discussed above, the Company generally utilizes fixed-for-floatinginterest rate swap and foreign currency forward contracts in which the underlying pricing terms of the cash flow hedginginstrument agree, in all material respects, with the pricing terms of the vault cash rental obligations to the Company’s vaultcash providers. Therefore, the amount of ineffectiveness associated with the interest rate swap and foreign currency forwardcontracts has historically been immaterial. If the Company concludes that it is no longer probable the expected vault cashobligations that have been hedged will occur, or if changes are made to the underlying contract terms of the vault cash rentalagreements, the interest rate swap and foreign currency forward contracts would be deemed ineffective. The Company doesnot currently anticipate terminating or modifying terms of its existing derivative instruments prior to their expiration dates. 122 Table of ContentsAccordingly, the Company recognizes all of its interest rate swap and foreign currency forward contracts derivativeinstruments as assets or liabilities in the accompanying Consolidated Balance Sheets at fair value and any changes in the fairvalues of the related interest rate swap and foreign currency forward contracts have been reported in the Accumulated othercomprehensive loss, net line item in the accompanying Consolidated Balance Sheets. The Company believes that it is morelikely than not that it will be able to realize the benefits associated with its net deferred tax asset positions in the future,therefore, the unrealized gains and losses to the fair value related to the interest rate swap and foreign currency forwardcontracts have been reported net of estimated taxes in the Accumulated other comprehensive loss, net line item in theaccompanying Consolidated Balance Sheets. For additional information related to the Company’s interest rate swap andforeign currency forward contracts with respect to its fair value measurements, see Note 16. Fair Value Measurements. Cash Flow Hedges During the three months ended December 31, 2017, the company entered into a series of short-term foreign currencyforward contracts with an aggregate notional amount of approximately $9.5 million Canadian dollars to hedge its foreignexchange rate risk associated with certain anticipated transactions. Approximately $6.8 million Canadian dollars in notionalamount was outstanding as of December 31, 2017, having quarterly settlement dates through December 31, 2018 and forwardrates of approximately 1.29 CAD/USD. During the year ended December 31, 2016, the Company entered into the following new forward-starting interest rateswap contracts to hedge its exposure to floating interest rates on its vault cash outstanding balances in future periods:(i) £550.0 million aggregate notional amount interest rate swap contracts that begin January 1, 2017, with £250.0 millionterminating December 31, 2018 and £300.0 million terminating December 31, 2019, (ii) £250.0 million initial notionalamount interest rate swap contract, that begins January 1, 2019 and increases to £500.0 million January 1, 2020, terminatingDecember 31, 2022, and (iii) $400.0 million aggregate notional amount interest rate swap contracts that beginJanuary 1, 2018 and terminate December 31, 2022. Effective June 29, 2016, one of the Company’s interest rate swap contract counterparties exercised its right to terminate a$200.0 million notional amount, 2.40% fixed rate, interest rate swap contract that was previously designated as a cash flowhedge of the Company’s 2019 and 2020 vault cash rental payments. The designated vault cash rental payments remainedprobable; therefore, upon termination and as of that date, the Company recognized an unrealized loss of $4.9 million in theAccumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. The Company willamortize this unrealized loss into Vault cash rental expense, a component of the Cost of ATM operating revenues line item inthe accompanying Consolidated Statements of Operations, over the 2019 and 2020 periods. The terminated interest rate swapcontract was effectively novated by the previous counterparty, and the Company entered into a similar $200.0 millionnotional amount, 2.52% fixed rate, interest rate swap contract with a new counterparty, which the Company designated as acash flow hedge of its 2019 and 2020 vault cash rental payments. The modified terms resulted in ineffectiveness of $0.4million recognized in the Other expense (income) line item in the accompanying Consolidated Statements of Operationsduring the year ended December 31, 2016. The notional amounts, weighted average fixed rates, and terms associated with the Company’s interest rate swapcontracts accounted for as cash flow hedges that were in place for the U.S. ($300 million was entered into in January 2018)and U.K. (as of the date of the issuance of this 2017 Form 10-K) are as follows: Summary of outstanding interest rate swaps in the U.S. and U.K. Notional Amounts Weighted AverageFixed Rate NotionalAmounts Weighted AverageFixed Rate U.S. $ U.S. U.K. £ U.K. Term (In millions) (In millions) $300 1.88% — — January 16, 2018 – December 31, 2018$1,150 2.17% £550 0.82% January 1, 2018 – December 31, 2018$1,000 2.06% £550 0.90% January 1, 2019 – December 31, 2019$1,000 2.06% £500 0.94% January 1, 2020 – December 31, 2020$400 1.46% £500 0.94% January 1, 2021 – December 31, 2021$400 1.46% £500 0.94% January 1, 2022 – December 31, 2022123 Table of Contents The notional amounts, weighted average fixed rates, and terms associated with the Company’s interest rate swapcontracts accounted for as cash flow hedges that are currently in place for Australia (as of the date of the issuance of this 2017Form 10-K) are as follows: Summary of outstanding interest rate swaps in Australia Notional AmountsAUS $ Weighted Average Fixed Rate Term (In millions) $135 2.98% January 1, 2018 – February 27, 2018$85 3.11% February 28, 2018 – September 28, 2018$35 2.98% September 29, 2018 – February 28, 2019 The following tables depict the effects of the use of the Company’s derivative contracts in the accompanyingConsolidated Balance Sheets and Consolidated Statements of Operations. Balance Sheet Data December 31, 2017 December 31, 2016Asset (Liability) Derivative Instruments Balance SheetLocation Fair Value Balance SheetLocation Fair Value (Inthousands) (Inthousands) Derivatives designated as hedging instruments: Interest rate swap contracts Prepaid expenses,deferred costs, andother currentassets $1,154 Prepaid expenses,deferred costs, andother currentassets $ —Interest rate swap contracts Prepaid expenses,deferred costs, andother noncurrentassets 14,467 Prepaid expenses,deferred costs, andother noncurrentassets 14,137Interest rate swap contracts Current portion ofother long-termliabilities (7,314) Current portion ofother long-termliabilities (16,533)Interest rate swap contracts Other long-termliabilities (3,547) Other long-termliabilities (14,456)Total derivative instruments, net $4,760 $(16,852) As of December 31, 2017, the Interest rate swap contract – Current portion of long-term liabilities balance above alsoincludes approximately $0.1 million related to foreign currency forward contracts. 124 Table of ContentsStatements of Operations Data Year Ended December 31, Derivatives in Cash Flow HedgingRelationship Amount of Loss Recognized inAccumulated OtherComprehensive Loss onDerivative Instruments (EffectivePortion) Location of LossReclassified fromAccumulated OtherComprehensive Lossinto Income(Effective Portion) Amount of Loss Reclassified fromAccumulated OtherComprehensive Loss into Income(Effective Portion) 2017 2016 2017 2016 (In thousands) (In thousands)Interest rate swap contracts $(3,007) $(12,580) Cost of ATMoperatingrevenues $(20,036) $(28,570) (1)Includes a loss of $0.1 million related to foreign currency forward contracts. As of December 31, 2017, the Company expects to reclassify $7.3 million of net derivative-related losses within theAccumulated comprehensive loss, net line item in its accompanying Consolidated Balance Sheets into earnings during thenext twelve months concurrent with the recording of the related vault cash rental expense amounts. (16) Fair Value Measurements The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as ofDecember 31, 2017 and 2016 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has threelevels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based onquoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observableinputs, and Level 3 includes fair values estimated using significant non-observable inputs. An asset or liability’sclassification within the hierarchy is determined based on the lowest level input that is significant to the fair valuemeasurement. Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (In thousands)Assets Assets associated with interest rate swap contracts $15,621 $ — $15,621 $ —Liabilities Liabilities associated with interest rate swap contracts $(10,861) $ — $(10,861) $ —Liabilities associated with acquisition-related contingentconsideration $(42,614) $ — $ — $(42,614) Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands)Assets Assets associated with interest rate swap contracts $14,137 $ — $14,137 $ —Liabilities Liabilities associated with interest rate swap contracts $(30,989) $ — $(30,989) $ — As of December 31, 2017, liabilities associated with Level 2 interest rate swap contracts includes $0.1 million related toforeign currency forward contracts. Below are descriptions of the Company’s valuation methodologies for assets and liabilities measured at fair value. Themethods described below may produce a fair value calculation that may not be indicative of net realizable value or reflectiveof future fair values. Furthermore, while the Company believes its valuation methods are appropriate and125 (1)Table of Contentsconsistent with other market participants, the use of different methodologies or assumptions to determine the fair value ofcertain financial instruments could result in a different estimate of fair value at the reporting date. Cash and cash equivalents, accounts and notes receivable, net of the allowance for doubtful accounts, prepaidexpenses, deferred costs, and other current assets, accounts payable, accrued liabilities, and other current liabilities. Thesefinancial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. Acquisition-related intangible assets. The estimated fair values of acquisition-related intangible assets are valued usingsignificant non-observable inputs (Level 3 inputs). Intangible assets subject to amortization, are reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Anassessment of non-amortized intangible assets is performed on an annual basis, or more frequently based on the occurrence ofevents that might indicate a potential impairment. Acquisition related contingent consideration. Liabilities from acquisition-related contingent consideration areestimated by using a Monte Carlo simulation and market observable, as well as internal projections, and other significantnon-observable (Level 3) inputs based on the Company’s best estimate of future operational results upon which the paymentof these obligations are contingent. As of December 31, 2017, the estimated fair value of the Company’s acquisition-relatedcontingent consideration liability was approximately $42.6 million. For additional information related to the Sparkacquisition contingent consideration, see Note 2. Acquisitions and Divestitures. Long-term debt. The carrying amount of the long-term debt balance related to borrowings under the Company’srevolving credit facility approximates fair value due to the fact that any outstanding borrowings are subject to short-termfloating interest rates. As of December 31, 2017, the fair value of the 2020 Notes, 2022 Notes, and 2025 Notes (see Note 10.Long-Term Debt) totaled $257.8 million, $240.0 million, and $272.3 million, respectively, based on the quoted prices inmarkets that are not active (Level 2 input) for these notes as of that date. Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its AROliability using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. Liabilitiesadded to ARO are measured at fair value at the time of the asset installations using significant non-observable (Level 3)inputs. These liabilities are evaluated periodically based on estimated current fair value. Amounts added to the ARO liabilityduring the years ended December 31, 2017 and 2016 totaled $11.7 million and $8.7 million, respectively. Interest rate swap and foreign currency forward contracts. As of December 31, 2017, the fair value of the Company’sinterest rate swap and foreign currency forward contracts was an asset of $15.6 million and a liability of $10.9 million(includes approximately $0.1 million related to the foreign currency forward contracts). These financial instruments arecarried at fair value and calculated as the present value of amounts estimated to be received or paid to a marketplaceparticipant in a selling transaction. These derivatives are valued using pricing models based on significant other observable(Level 2 inputs), while taking into account the creditworthiness of the party that is in the liability position with respect toeach trade. For additional information related to the valuation process of this asset or liability, see Note 15. DerivativeFinancial Instruments. (17) Commitments and Contingencies Legal Matters The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. TheCompany has provided reserves where necessary for all claims and the Company’s management does not expect the outcomein any legal proceedings, individually or collectively, to have a material adverse financial or operational impact on theCompany. Additionally, the Company currently expenses all legal costs as they are incurred. 126 Table of ContentsOperating Lease Obligations The Company was a party to several operating leases as of December 31, 2017, primarily for office space and the rentalof space at certain merchant locations. Future minimum lease payments under the Company’s operating and merchant space leases (with initial lease terms inexcess of one year) as of December 31, 2017, for each of the next five years and thereafter are as following (in thousands): 2018 $14,9512019 10,0292020 7,6452021 5,8922022 3,504Thereafter 9,702Total $51,723 Total rental expense under the Company’s operating leases, net of sublease income, was $15.5 million, $15.1 million,and $14.1 million for the years ended December 31, 2017, 2016, and 2015, respectively. Other Commitments Asset retirement obligations. The Company’s AROs consist primarily of deinstallation costs of the Company’s ATMsand costs to restore the ATM sites to their original condition. In most cases, the Company is legally required to perform thisdeinstallation, and in some cases, the site restoration work. The Company had $69.8 million accrued for these liabilities as ofDecember 31, 2017. For additional information, see Note 11. Asset Retirement Obligations. Acquisition-related contingent consideration. As a result of the Spark acquisition, the Company has recorded anacquisition-related contingent consideration liability of $42.6 million as of December 31, 2017. For additional informationrelated to the Spark acquisition contingent consideration, see Note 2. Acquisitions and Divestitures. Purchase commitments. During the normal course of business, the Company issues purchase orders for various products.As of December 31, 2017, the Company had open purchase commitments of $2.5 million for products to be delivered in2018. Other material purchase commitments as of December 31, 2017 included $0.8 million in minimum servicerequirements for certain gateway and processing fees over the next three years. (18) Income Taxes On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. TaxReform”) was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws arerecognized in the period in which the new legislation is enacted. As a result of this legislation, in the three months endedDecember 31, 2017, the Company provisionally recognized one-time net tax benefits totaling $11.6 million. This amountincluded an estimated one-time tax benefit of $19.4 million due to the re-measurement of the Company’s net deferred taxliabilities, primarily related to the change in the U.S. federal corporate income tax rate from 35% to 21%. Partially offsettingthis non-cash book tax benefit, the Company recognized an estimated one-time tax expense of $7.8 million on itsaccumulated undistributed foreign earnings pertaining to foreign operations under the U.S. business, which the Companywill elect to pay over an eight-year period. As of December 31, 2017, the Company had not completed its accounting for thetax effects of the U.S. Tax Reform, due to additional anticipated guidance from standard-setting bodies and the need toobtain additional information to complete calculations. These net tax benefits represent the Company’s current reasonableestimate of the U.S. Tax Reform impact, and in accordance with SEC Staff Accounting bulletin No. 118, the Company willadjust the provisional estimates within the measurement period when the amounts are determined. As a result of the Redomicile Transaction, completed on July 1, 2016, the location of incorporation of the parentcompany of the Cardtronics group was changed from Delaware to the U.K. As a Delaware company, the statutory corporate127 Table of Contentstax rate was 35%, and after the redomicile to the U.K., the Cardtronics parent company statutory tax rate was 20% for theCompany’s calendar reporting year 2016 and 19.25% for 2017. For additional information related to the RedomicileTransaction, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (a) Description of Business. The Company’s income before income taxes consisted of the following: Year Ended December 31, 2017 2016 2015 (In thousands)U.S. $24,919 $39,347 $80,318Non-U.S. (179,562) 75,185 25,005Total pre-tax book income $(154,643) $114,532 $105,323 The Company’s income tax (benefit) expense based on income before income taxes consisted of the following: Year Ended December 31, 2017 2016 2015 (In thousands)Current U.S. federal $(493) $8,005 $19,590U.S. state and local 1,657 4,386 4,495Non-U.S. 5,842 4,345 4,264Total current $7,006 $16,736 $28,349 Deferred U.S. federal $732 $9,857 $6,890U.S. state and local 874 1,966 1,226Non-U.S. (17,904) (1,937) 2,877Total deferred $(16,298) $9,886 $10,993Total income tax (benefit) expense $(9,292) $26,622 $39,342 128 Table of ContentsIncome tax (benefit) expense differs from amounts computed by applying the statutory tax rate to income before incometaxes as follows: Year Ended December 31, 2017 2016 2015 (In thousands)Income tax (benefit) expense, at the statutory tax rate of 19.25%, 20%, and 35% forthe years ended December 31, 2017, 2016, and 2015 respectively. $(29,769) $22,906 $36,863Provision to return and deferred tax adjustments (264) 1,858 145U.S. state tax, net of federal benefit 2,181 3,584 3,504Permanent adjustments 1,411 1,514 1,810Tax rates (less than) in excess of statutory tax rates (18,398) 8,161 (5,035)Impact of Finance Structure (5,734) (8,165) —Gain on divestiture — — 3,465Nondeductible transaction costs 6,743 3,844 —Goodwill impairment (non-deductible) 41,510 — —US Tax Reform (net impact) (11,569) — —Share-based Compensation (2,464) — —Other (206) 316 (773)Subtotal (16,559) 34,018 39,979Change in valuation allowance 7,267 (7,396) (637)Total income tax (benefit) expense $(9,292) $26,622 $39,342 The net income tax benefit is attributable to a combination of 1) the U.S. Tax Reform benefit of $11.6 million, 2) theexcess tax benefit related to share-based compensation, and 3) the mix of earnings across jurisdictions, and is partially offsetby the establishment of a valuation allowance related to Australian deferred tax assets of $6.4 million. In addition, thegoodwill impairment recognized during the period ended September 30, 2017, was not deductible for income tax purposes,and as a result there was no tax benefit recognized from the impairment. For additional information, see Item 8. FinancialStatements and Supplementary data, Note 1. Basis of Presentation and Summary of Significant accounting – (l) IntangibleAssets Other Than Goodwill and (m) Goodwill. The Company’s net deferred tax assets and liabilities (by segment) consisted of the following: Year Ended December 31, 2017 NorthAmerica Europe &Africa Australia& NewZealand Corporate Total (In thousands)Noncurrent deferred tax asset $29,218 $14,572 $15,803 $942 $60,535Valuation allowance (2,267) (891) (6,387) — (9,545)Noncurrent deferred tax liability (61,486) (10,293) (9,416) — (81,195)Net noncurrent deferred tax (liability) asset $(34,535) $3,388 $ — $942 $(30,205) Year Ended December 31, 2016 NorthAmerica Europe &Africa Australia &NewZealand Corporate Total (In thousands)Noncurrent deferred tax asset $34,274 $18,644 $ — $1,768 $54,686Valuation allowance (2,244) (850) — — (3,094)Noncurrent deferred tax liability (59,194) (7,019) — — (66,213)Net noncurrent deferred tax (liability) asset $(27,164) $10,775 $ — $1,768 $(14,621) 129 Table of ContentsThe Company’s tax effects of temporary differences that give rise to significant portions of the deferred tax assets anddeferred tax liabilities consisted of the following: December 31, 2017 December 31,2016 (In thousands)Noncurrent deferred tax assets Reserve for receivables $564 $667Accrued liabilities and inventory reserves 6,358 7,472Net operating loss carryforward 12,940 8,779Unrealized losses on interest rate swap contracts 70 5,452Share-based compensation expense 5,859 11,455Asset retirement obligations 2,595 3,300Tangible and intangible assets 25,117 13,343Deferred revenue 287 878Other 6,745 3,340Subtotal 60,535 54,686Valuation allowance (9,545) (3,094)Noncurrent deferred tax assets $50,990 $51,592 Noncurrent deferred tax liabilities Tangible and intangible assets $(79,666) $(66,116)Asset retirement obligations (45) (97)Unrealized gain on interest rate swap contracts (1,181) —Other (303) —Noncurrent deferred tax liabilities $(81,195) $(66,213) Net deferred tax liability $(30,205) $(14,621) The Company assesses the need for any deferred tax asset valuation allowances at the end of each reporting period. Thedetermination of whether a valuation allowance for deferred tax assets is needed is subject to considerable judgment andrequires an evaluation of all available positive and negative evidence. Based on the assessment at December 31, 2017, andthe weight of all evidence, the Company concluded that maintaining valuation allowances on deferred tax assets inAustralia, Mexico, and other new markets is appropriate, as the Company currently believes that it is more likely than notthat the related deferred tax assets will not be realized. The deferred tax expenses and benefits associated with the Company’s net unrealized gains and losses on derivativeinstruments and foreign currency translation adjustments have been reflected within the Accumulated other comprehensiveloss, net balance in the accompanying Consolidated Balance Sheets. As of December 31, 2017, the Company had approximately $7.3 million in U.S. federal net operating loss carryforwardsthat will begin expiring in 2021, approximately $26.7 million in Canadian net operating loss carryforwards that will beginexpiring in 2031, and approximately $8.9 million in net operating loss carryforwards in Mexico that are subject to expirationbased on a 10 year loss carryforward limitation. The deferred tax benefits associated with such carryforwards in Mexico, tothe extent they are not offset by deferred tax liabilities, have been fully reserved for through a valuation allowance. The Company currently believes that the unremitted earnings of certain of its foreign subsidiaries will be indefinitelyreinvested in the corresponding country of origin. Accordingly, no deferred taxes have been provided for on the differencesbetween the Company’s book basis and underlying tax basis in those subsidiaries, except as was mandated by U.S. TaxReform. The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Withfew exceptions, the Company is not subject to income tax examination by tax authorities for years before 2012. TheCompany recorded $1.2 million of uncertain tax benefits in conjunction with the acquisition of DCPayments as of130 Table of ContentsDecember 31, 2017. It is reasonably possible that the total amount of this unrecognized benefit may change within the nexttwelve months as a result of the resolution of income tax examinations and the lapse of the applicable statute of limitations.At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes. If the tax positionis resolved, the total amount of unrecognized tax benefits would affect the effective tax rate. The Company recognizesaccrued interest and penalties related to unrecognized tax benefits in tax expense. The amount of interest and penaltiesrecognized in 2017 is immaterial. (19) Concentration Risk Significant supplier. For the years ended December 31, 2017 and 2016, the Company purchased ATM and ATM-relatedequipment from one supplier that accounted for 73.7% and 60.0%, respectively, of the Company’s total ATM purchases forthose years. Significant customers. For the years ended December 31, 2017 and 2016, the Company derived approximately 30.9%and 39.2%, respectively, of its total revenues from ATMs placed at the locations of its top five merchant customers. TheCompany’s top five merchant customers for the years ended December 31, 2017 and 2016 were 7-Eleven, Inc. (“7-Eleven”),CVS Caremark Corporation (“CVS”), Co-op Food (in the U.K.), Walgreens Boots Alliance, Inc. (“Walgreens”), and SpeedwayLLC (“Speedway”). 7-Eleven in the U.S. is currently the largest merchant customer in the Company’s portfolio, representing12.5% and 18% of the Company’s total revenues for the years ended December 31, 2017 and 2016, respectively. The nextfour largest merchant customers together comprised 18.4% and 21.0% of the Company’s total revenues for the years endedDecember 31, 2017 and 2016, respectively. Accordingly, a significant percentage of the Company’s future revenues and operating income will be dependent uponthe successful continuation of its relationship with these merchants. The 7-Eleven ATM placement agreement in the U.S.expired in July 2017, and most of the ATM operations in the U.S. were transitioned to the new service provider as ofDecember 31, 2017. We expect the transition to be complete during the first quarter of 2018. As a result, the loss of the 7-Eleven relationship in the U.S., has had and will most likely continue to have, a significant negative impact on our incomefrom operations and cash flows relative to prior periods. (20) Segment Information As of December 31, 2017, the Company’s operations consisted of its North America, Europe & Africa, and Australia &New Zealand segments. As the integration of DCPayments (acquired in January 2017) progressed throughout the secondquarter of 2017, the Company separated the DCPayments operations into their respective geographical components,including them within the Company’s geographical segments and created a new Australia & New Zealand segment, whichincludes the DCPayments operations in Australia and New Zealand. The Company’s ATM operations in the U.S., Canada,Mexico, and Puerto Rico are included in its North America segment. The North America segment also includes theCompany’s transaction processing operations, which service its internal ATM operations, along with external customers. Thetransaction processing operations were previously reported in the Company’s Corporate & Other segment. The Corporatesegment solely includes the Company’s corporate general and administrative expenses. The Company’s operations in theU.K., Ireland, Germany, Poland, Spain, and South Africa are included in its Europe & Africa segment, along with i-design (theCompany’s ATM advertising business based in the U.K.). While each of the reporting segments provides similar kiosk-basedand/or ATM-related services, each segment is managed separately and requires different marketing and business strategies.Segment information presented for prior periods have been revised to reflect the changes in the Company’s segments. Management uses Adjusted EBITDA and Adjusted EBITA, together with U.S. GAAP measures, to manage and measurethe performance of its segments. Management believes Adjusted EBITDA and Adjusted EBITA are useful measures becausethey allow management to more effectively evaluate the performance of the business and compare its results of operationsfrom period to period without regard to financing methods, capital structure or non-recurring costs, as defined by theCompany. Adjusted EBITDA and Adjusted EBITA exclude amortization of intangible assets, share-based compensationexpense, acquisition and divestiture-related expenses, certain non-operating expenses (if applicable in a particular period),certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’sobligations for the payment of income taxes, interest expense, and other obligations such as131 Table of Contentscapital expenditures, and includes an adjustment for noncontrolling interests. Additionally, Adjusted EBITDA excludesdepreciation and accretion expense. Depreciation and accretion expense and amortization of intangible assets are excludedas these amounts can vary substantially from company to company within the Company’s industry depending uponaccounting methods and book values of assets, capital structures, and the methods by which the assets were acquired. Adjusted EBITDA and Adjusted EBITA, as defined by the Company, are non-GAAP financial measures provided as acomplement to financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly-titledmeasures reported by other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA andAdjusted EBITA, management recognizes and considers the limitations of these measurements. Accordingly, AdjustedEBITDA and Adjusted EBITA are only two of the measurements that management utilizes. Therefore, Adjusted EBITDA andAdjusted EBITA should not be considered in isolation or as a substitute for operating income, net income, cash flows fromoperating, investing, or financing activities, or other income or cash flow measures prepared in accordance with U.S. GAAP. Below is a reconciliation of Net (loss) income attributable to controlling interests and available to common shareholdersto EBITDA, Adjusted EBITDA, and Adjusted EBITA: Year Ended December 31, 2017 2016 2015 (In thousands) Net (loss) income attributable to controlling interests and available to commonshareholders $(145,350) $87,991 $67,080Adjustments: Interest expense, net 35,036 17,360 19,451Amortization of deferred financing costs and note discount 12,574 11,529 11,363Income tax (benefit) expense (9,292) 26,622 39,342Depreciation and accretion expense 122,036 90,953 85,030Amortization of intangible assets 57,866 36,822 38,799EBITDA $72,870 $271,277 $261,065Add back: Loss (gain) on disposal and impairment of assets 33,275 81 (14,010)Other expense 3,524 2,958 3,780Noncontrolling interests (25) (67) (996)Share-based compensation expense 14,395 21,430 19,421Acquisition and divestiture-related expenses 18,917 9,513 27,127Goodwill and intangible asset impairment 194,521 — —Redomicile-related expenses 782 13,747 —Restructuring expenses 10,354 — —Adjusted EBITDA $348,613 $318,939 $296,387Less: Depreciation and accretion expense 122,029 90,927 84,608Adjusted EBITA $226,584 $228,012 $211,779 (1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition-related contingent consideration payable, andother non-operating costs.(2)Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the AdjustedEBITDA of its Mexican subsidiaries.(3)Acquisition and divestiture-related expenses include costs incurred for professional and legal fees and certain other transition andintegration-related costs.(4)Goodwill and intangible asset impairments related to the Company’s Australia & New Zealand segment.(5)Expenses associated with the Company’s redomicile of its parent company to the U.K., which was completed on July 1, 2016.(6)Expenses primarily related to employee severance costs associated with the Company’s Restructuring Plan implemented in the first quarter of2017 and certain costs associated with exiting its Poland operations during the fourth quarter of 2017.(7)Amounts exclude a portion of the expenses incurred by one of the Company’s Mexican subsidiaries to account for the amounts allocable tothe noncontrolling interest shareholders. 132 (1)(2)(3)(4)(5) (6)(7)Table of Contents The following tables reflect certain financial information for each of the Company’s reporting segments for the periodspresented: Year Ended December 31, 2017 NorthAmerica Europe &Africa Australia &NewZealand Corporate Eliminations Total (In thousands) Revenue from external customers $971,343 $403,344 $132,912 $ — $ — $1,507,599 Intersegment revenues 9,043 1,488 — — (10,531) — Cost of revenues 658,153 250,120 96,474 1,146 (6,773) 999,120 Selling, general, and administrativeexpenses 71,603 37,992 9,244 55,398 — 174,237 Redomicile-related expenses — 49 — 733 — 782 Restructuring expenses 3,668 2,942 — 3,744 — 10,354 Acquisition and divestiture-relatedexpenses 2,210 2,261 3,132 11,314 — 18,917 Goodwill and intangible asset impairment — — 194,521 — — 194,521 Loss on disposal and impairment of assets 10,432 1,299 21,496 48 — 33,275 Adjusted EBITDA 250,619 116,720 27,170 (42,137) (3,759) 348,613 Depreciation and accretion expense 70,934 44,306 6,796 — — 122,036 Adjusted EBITA 179,686 72,414 20,380 (42,137) (3,759) 226,584 Capital expenditures $61,742 $61,651 $6,310 $14,437 $ — $144,140 Year Ended December 31, 2016 NorthAmerica Europe &Africa Australia &NewZealand Corporate Eliminations Total (In thousands) Revenue from external customers $899,392 $365,972 $ — $ — $ — $1,265,364 Intersegment revenues 9,006 1,437 — — (10,443) — Cost of revenues 592,187 231,465 — 878 (10,443) 814,087 Selling, general, and administrativeexpenses 63,672 34,138 — 55,972 — 153,782 Redomicile-related expenses — 166 — 13,581 — 13,747 Acquisition and divestiture-relatedexpenses 3,035 1,471 — 5,007 — 9,513 Loss (gain) on disposal and impairment ofassets 1,975 (1,894) — — — 81 Adjusted EBITDA 252,543 101,806 — (35,489) 79 318,939 Depreciation and accretion expense 54,597 36,356 — — — 90,953 Adjusted EBITA 197,946 65,450 — (35,463) 79 228,012 Capital expenditures $64,028 $51,294 $ — $10,560 $ — $125,882 133 (1)(2)(3) (1)(2)(3)Table of Contents Year Ended December 31, 2015 NorthAmerica Europe &Africa Australia &NewZealand Corporate Eliminations Total (In thousands) Revenue from external customers $824,075 $376,226 $ — $ — $ — $1,200,301 Intersegment revenues 11,275 (1,140) — — (10,135) — Cost of revenues 532,013 259,889 — 1,219 (10,184) 782,937 Selling, general, and administrative expenses 61,602 32,410 — 46,489 — 140,501 Acquisition and divestiture-related expenses 4,769 22,258 — 100 — 27,127 Loss (gain) on disposal of assets 2,089 (16,099) — — — (14,010) Adjusted EBITDA 239,475 85,125 — (28,280) 67 296,387 Depreciation and accretion expense 50,897 34,133 — — — 85,030 Adjusted EBITA 188,577 50,992 — (28,280) 490 211,779 Capital expenditures $90,499 $51,850 $ — $ — $ — $142,349 (1)The Europe & Africa segment includes operations in South Africa, which were acquired on January 31, 2017.(2)The Australia & New Zealand segment includes operations in Australia and New Zealand, which were acquired on January 6, 2017 withthe DCPayments acquisition.(3)Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other intangible assets.Additionally, capital expenditure amounts for one of the Company’s Mexican subsidiaries, included in the North America segment, arereflected gross of any noncontrolling interest amounts. Identifiable Assets December 31, 2017 December 31,2016 (In thousands) North America $1,175,154 $956,807Europe & Africa 579,879 363,857Australia & New Zealand 75,095 —Corporate 32,588 44,032Total $1,862,716 $1,364,696 . (21) Supplemental Guarantor Financial Information Prior to the Redomicile Transaction, the 2022 Notes were fully and unconditionally guaranteed, subject to certaincustomary release provisions, on a joint and several basis by certain wholly-owned subsidiaries of Cardtronics Delaware. OnJuly 1, 2016, Cardtronics plc and certain of its subsidiaries became 2022 Notes Guarantors pursuant to the 2022 NotesSupplemental Indenture entered into in conjunction with the Redomicile Transaction. As of December 31, 2017, the 2022Notes were fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basisby Cardtronics plc and certain wholly-owned subsidiaries (including the original Cardtronics Delaware subsidiary 2022Notes Guarantors). Cardtronics Delaware, the subsidiary issuer of the 2022 Notes is 100% owned by Cardtronics plc, theparent 2022 Notes Guarantor. In addition, on April 28, 2017, additional subsidiaries of Cardtronics plc were added as 2022Notes Guarantors pursuant to the 2022 Notes Second Supplemental Indenture. The guarantees of the 2022 Notes by any 2022 Notes Guarantor (other than Cardtronics plc) are subject to automatic andcustomary releases upon: (i) the sale or disposition of all or substantially all of the assets of the 2022 Notes Guarantor, (ii) thedisposition of sufficient common shares of the 2022 Notes Guarantor so that it no longer qualifies under the 2022 NotesIndenture as a restricted subsidiary of Cardtronics plc, (iii) the designation of the 2022 Notes Guarantor as unrestricted inaccordance with the 2022 Notes Indenture, (iv) the legal or covenant defeasance of the 2022 Notes or the134 (1)(2)(3)Table of Contentssatisfaction and discharge of the 2022 Notes Indenture, (v) the liquidation or dissolution of the 2022 Notes Guarantor, or (vi)provided the 2022 Notes Guarantor is not wholly-owned by Cardtronics plc, its ceasing to guarantee other indebtedness theCardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor. A 2022 Notes Guarantor (other than Cardtronicsplc) may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge withor into, another company (other than Cardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor), unless nodefault under the 2022 Notes Indenture exists and either the successor to the 2022 Notes Guarantor assumes its guarantee ofthe 2022 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the 2022 NotesIndenture. In addition, Cardtronics plc may not sell or otherwise dispose of all or substantially all of its properties or assets to,or consolidate with or merge with or into, another company (other than Cardtronics Delaware or another 2022 NotesGuarantor), unless, among other things, no default under the 2022 Notes Indenture exists, the successor to Cardtronics plc is adomestic entity and assumes Cardtronics plc’s guarantee of the 2022 Notes and transaction (on a pro forma basis) satisfiescertain criteria related to the Fixed Charge Coverage Ratio (as defined in the 2022 Notes Indenture). The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income andCondensed Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015 and theCondensed Consolidating Balance Sheets as of December 31, 2017 and 2016 for: (i) Cardtronics plc, the parent 2022Notes Guarantor (“Parent”), (ii) Cardtronics Delaware (“Issuer”), (iii) the 2022 Notes Guarantors (including those 2022 NotesGuarantors added pursuant to the 2022 Notes Second Supplemental Indenture) (the “Guarantors”), and (iv) the 2022 NotesNon-Guarantors. The statements for the 2016 periods have been revised to present the financial results of these entities in amanner that is consistent with the Company’s organizational structure as of December 31, 2017. Condensed Consolidating Statements of Comprehensive (Loss) Income Year Ended December 31, 2017 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Revenues $ — $ — $1,050,497 $468,695 $(11,593) $1,507,599Operating costs and expenses 30,015 2,087 951,444 444,634 (11,593) 1,416,587Goodwill and intangible impairment — — 194,521 — — 194,521(Loss) income from operations (30,015) (2,087) (95,468) 24,061 — (103,509)Interest expense (income), net, includingamortization of deferred financing costsand note discount — 25,374 39,299 (17,062) (1) 47,610Equity in (earnings) loss of subsidiaries 121,145 (19,429) (320,861) (2,940) 222,085 —Other (income) expense (130) (411) 26,322 (10,172) (12,085) 3,524(Loss) income before income taxes (151,030) (7,621) 159,772 54,235 (209,999) (154,643)Income tax (benefit) expense (5,679) (10,550) 1,881 5,056 — (9,292)Net (loss) income (145,351) 2,929 157,891 49,179 (209,999) (145,351)Net loss attributable to noncontrollinginterests — — — — (1) (1)Net (loss) income attributable tocontrolling interests and available tocommon shareholders (145,351) 2,929 157,891 49,179 (209,998) (145,350)Comprehensive (loss) income attributableto controlling interests $(71,811) $5,616 $189,618 $93,024 $(288,258) $(71,811) 135 Table of Contents Year Ended December 31, 2016 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Revenues $ — $ — $904,237 $411,907 $(50,780) $1,265,364Operating costs and expenses 18,166 22,565 764,425 364,609 (50,780) 1,118,985(Loss) income from operations (18,166) (22,565) 139,812 47,298 — 146,379Interest expense (income), net, includingamortization of deferred financing costsand note discount — 25,188 30,212 (26,511) — 28,889Equity in (earnings) loss of subsidiaries (102,653) (102,835) (58,890) — 264,378 —Other expense (income) 263 (19,838) (3,914) (2,882) 29,329 2,958Income before income taxes 84,224 74,920 172,404 76,691 (293,707) 114,532Income tax (benefit) expense (3,686) (10,889) 37,268 3,929 — 26,622Net income 87,910 85,809 135,136 72,762 (293,707) 87,910Net loss attributable to noncontrollinginterests — — — — (81) (81)Net income attributable to controllinginterests and available to commonshareholders 87,910 85,809 135,136 72,762 (293,626) 87,991Comprehensive income attributable tocontrolling interests $68,919 $77,015 $122,973 $73,395 $(273,302) $69,000 Year Ended December 31, 2015 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Revenues $ — $ — $856,948 $397,831 $(54,478) $1,200,301Operating costs and expenses — 4,945 751,726 358,191 (54,478) 1,060,384(Loss) income from operations — (4,945) 105,222 39,640 — 139,917Interest expense, net, including amortizationof deferred financing costs and note discount — 22,633 5,650 2,521 10 30,814Equity in (earnings) loss of subsidiaries (65,981) (68,405) 4,811 — 129,575 —Other (income) expense — (177) (13,689) 86,256 (68,610) 3,780Income (loss) before income tax 65,981 41,004 108,450 (49,137) (60,975) 105,323Income tax (benefit) expense — (10,687) 42,443 7,586 — 39,342Net income (loss) 65,981 51,691 66,007 (56,723) (60,975) 65,981Net loss attributable to noncontrollinginterests — — — — (1,099) (1,099)Net income (loss) attributable to controllinginterests and available to commonshareholders 65,981 51,691 66,007 (56,723) (59,876) 67,080Comprehensive income (loss) attributable tocontrolling interests $60,201 $41,287 $80,639 $(66,070) $(54,757) $61,300 136 Table of ContentsCondensed Consolidating Balance Sheets As of December 31, 2017 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Assets Cash and cash equivalents $89 $ 7 $15,807 $35,467 $ — $51,370Accounts and notes receivable, net — — 55,912 49,333 — 105,245Deferred tax asset, net — — (3,466) 3,466 — —Other current assets 400 1,585 73,847 82,885 — 158,717Total current assets 489 1,592 142,100 171,151 — 315,332Property and equipment, net — — 312,591 185,479 (168) 497,902Intangible assets, net — — 159,248 51,337 (723) 209,862Goodwill — — 572,275 202,664 — 774,939Investments in and advances tosubsidiaries 385,729 465,347 392,327 — (1,243,403) —Intercompany receivable 10,231 211,540 71,477 486,408 (779,656) —Deferred tax asset, net 332 — 1,343 5,250 — 6,925Prepaid expenses, deferred costs, andother noncurrent assets — 12,172 28,763 16,821 — 57,756Total assets $396,781 $690,651 $1,680,124 $1,119,110 $(2,023,950) $1,862,716Liabilities and Shareholders' Equity Current portion of other long-termliabilities — 4,892 21,746 4,744 (12) 31,370Accounts payable and accruedliabilities 979 10,070 205,199 134,932 — 351,180Total current liabilities 979 14,962 226,945 139,676 (12) 382,550Long-term debt — 504,912 394,596 18,213 — 917,721Intercompany payable 5,409 4,272 673,053 100,410 (783,144) —Asset retirement obligations — — 25,424 34,496 — 59,920Deferred tax liability, net — — 34,926 2,204 — 37,130Other long-term liabilities — 3,997 25,402 45,603 — 75,002Total liabilities 6,388 528,143 1,380,346 340,602 (783,156) 1,472,323Shareholders' equity 390,393 162,508 299,778 778,508 (1,240,794) 390,393Total liabilities and shareholders'equity $396,781 $690,651 $1,680,124 $1,119,110 $(2,023,950) $1,862,716 137 Table of Contents As of December 31, 2016 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Assets Cash and cash equivalents $101 $ 7 $6,995 $66,431 $ — $73,534Accounts and notes receivable, net — — 59,375 24,781 — 84,156Other current assets — 1,468 52,087 58,292 — 111,847Total current assets 101 1,475 118,457 149,504 — 269,537Property and equipment, net — — 271,142 121,593 — 392,735Intangible assets, net — — 89,028 32,202 — 121,230Goodwill — — 450,229 82,846 — 533,075Investments in and advances tosubsidiaries 452,014 748,278 872,795 — (2,073,087) —Intercompany receivable 12,962 297,790 251,754 1,615,808 (2,178,314) —Deferred tax asset, net 537 — 1,462 11,005 — 13,004Prepaid expenses, deferred costs,and other noncurrent assets — 504 22,098 12,513 — 35,115Total assets $465,614 $1,048,047 $2,076,965 $2,025,471 $(4,251,401) $1,364,696Liabilities and Shareholders'Equity Current portion of other long-termliabilities — — 22,662 5,591 (16) 28,237Accounts payable and accruedliabilities (15) 17,152 179,489 89,024 (67) 285,583Total current liabilities (15) 17,152 202,151 94,615 (83) 313,820Long-term debt — 502,539 — — — 502,539Intercompany payable 8,694 82,660 1,248,493 838,467 (2,178,314) —Asset retirement obligations — — 21,746 23,340 — 45,086Deferred tax liability, net — — 24,953 2,672 — 27,625Other long-term liabilities — 504 14,305 3,882 — 18,691Total liabilities 8,679 602,855 1,511,648 962,976 (2,178,397) 907,761Shareholders' equity 456,935 445,192 565,317 1,062,495 (2,073,004) 456,935Total liabilities and shareholders'equity $465,614 $1,048,047 $2,076,965 $2,025,471 $(4,251,401) $1,364,696 138 Table of ContentsCondensed Consolidated Statement of Cash Flows Year Ended December 31, 2017 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash provided by operating activities $8,388 $20,200 $164,993 $24,311 $ — $217,892Additions to property and equipment — — (83,357) (60,783) — (144,140)Acquisitions, net of cash acquired — — (468,930) (18,147) — (487,077)Net cash used in investing activities — — (552,287) (78,930) — (631,217)Proceeds from borrowings under revolvingcredit facility — 352,600 604,138 124,951 — 1,081,689Repayments of borrowings under revolvingcredit facility — (372,800) (495,944) (107,417) — (976,161)Proceeds from borrowings of long-term debt — — 300,000 — — 300,000Debt issuance costs — — (5,704) — — (5,704)Intercompany financing — — (6,605) 6,605 — —Tax payments related to share-basedcompensation (8,504) — — — — (8,504)Proceeds from exercises of stock options 104 — — — — 104Net cash (used in) provided by financingactivities (8,400) (20,200) 395,885 24,139 — 391,424Effect of exchange rate changes on cash — — 221 (484) — (263)Net (decrease) increase in cash and cashequivalents (12) — 8,812 (30,964) — (22,164)Cash and cash equivalents as of beginningof period 101 7 6,995 66,431 — 73,534Cash and cash equivalents as of end ofperiod $89 $ 7 $15,807 $35,467 $ — $51,370 139 Table of Contents Year Ended December 31, 2016 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash (used in) provided by operatingactivities $(1,106) $60,033 $101,430 $109,918 $ — $270,275Additions to property and equipment — — (77,124) (48,758) — (125,882)Acquisitions, net of cash acquired — — (17,512) (5,157) — (22,669)Proceeds from sale of assets and businesses — — 9,348 — — 9,348Net cash used in investing activities — — (85,288) (53,915) — (139,203)Proceeds from borrowings under revolvingcredit facility — 198,826 — 36,542 — 235,368Repayments of borrowings under revolvingcredit facility — (255,727) — (55,635) — (311,362)Intercompany financing — 248 (14,430) 14,182 — —Proceeds from exercises of stock options 526 147 — — — 673Additional tax (expense) related to share-based compensation 681 (343) — — — 338Repurchase of common shares — (3,959) — — — (3,959)Net cash (used in) provided by financingactivities 1,207 (60,808) (14,430) (4,911) — (78,942)Effect of exchange rate changes on cash — — (917) (3,976) — (4,893)Net increase (decrease) in cash and cashequivalents 101 (775) 795 47,116 — 47,237Cash and cash equivalents as of beginning ofperiod — 782 6,200 19,315 — 26,297Cash and cash equivalents as of end of period $101 $ 7 $6,995 $66,431 $ — $73,534 140 Table of Contents Year Ended December 31, 2015 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash provided by operating activities $ — $67,436 $110,945 $77,802 $370 $256,553Additions to property and equipment — — (93,248) (48,731) (370) (142,349)Funding of intercompany notes payable, net — — — — — —Acquisitions, net of cash acquired — — (72,434) (31,440) — (103,874)Proceeds from sale of assets and businesses — — 36,661 — — 36,661Net cash used in investing activities — — (129,021) (80,171) (370) (209,562)Proceeds from borrowings under revolvingcredit facility — 379,400 — 73,270 — 452,670Repayments of borrowings under revolvingcredit facility — (446,085) — (53,466) — (499,551)Repayments of intercompany notes payable — 1,670 24,523 (26,193) — —Proceeds from exercises of stock options — 1,107 — — — 1,107Additional tax benefit related to share-basedcompensation — 1,985 — — — 1,985Repurchase of common shares — (4,731) — — — (4,731)Net cash (used in) provided by financingactivities — (66,654) 24,523 (6,389) — (48,520)Effect of exchange rate changes on cash — — — (4,049) — (4,049)Net (decrease) increase in cash and cashequivalents — 782 6,447 (12,807) — (5,578)Cash and cash equivalents as of beginning ofperiod — — (247) 32,122 — 31,875Cash and cash equivalents as of end of period $ — $782 $6,200 $19,315 $ — $26,297. (22) New Accounting Pronouncements For information related to the ASUs adopted during the year ended December 31, 2017, see Note 1. Basis ofPresentation and Summary of Significant Accounting Policies – (b) Basis of Presentation. The new ASUs relevant to theCompany are as follows: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 was lateramended by ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations(Reporting Revenue Gross versus Net), ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): IdentifyingPerformance Obligations and Licensing, and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients. ASU 2014-09, as amended, (the “Revenue Standard”) supersedesmost industry specific guidance and intends to enhance comparability of revenue recognition practices across entities andindustries by providing a principle-based, comprehensive framework for addressing revenue recognition issues. The RevenueStandard is effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years,although early adoption is permitted. The Company will adopt the Revenue Standard in the first quarter of fiscal 2018. The Company has completed ananalysis of its most significant revenue streams including those most likely to be impacted by the Revenue Standard andanticipates that the adoption of the Revenue Standard will result in relatively minor impacts to the recognition of revenues tobe reported in its consolidated financial statements. The Company believes that the most significant impact will be from thedeferral of contract acquisition costs. These costs primarily consist of sales commissions and directly related costs providedto the Company’s sales force that have not been deferred historically. It has been the Company’s practice to recognize salescommissions when paid and now they will be deferred and recognized over time. The Company plans to141 Table of Contentsuse the modified retrospective method to adopt the Revenue Standard, recognizing deferred sales commissions and relatedcosts of approximately $8.0 million effective January 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (the “Lease Standard”) in order to increasetransparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet forthose leases classified as operating leases under previous U.S. GAAP. The Lease Standard requires that a lessee shouldrecognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use theunderlying asset for the lease term on the balance sheet. The Lease Standard is effective for fiscal years beginning afterDecember 15, 2018, and interim periods within those years, using a modified retrospective approach and early adoption ispermitted. The Company is required to adopt the Lease Standard during the first quarter of fiscal 2019. The Company iscurrently reviewing its operating leases and ATM placement agreements to assess the impact the Lease Standard will have onits consolidated financial statements. The Company currently anticipates that its adoption of the Lease Standard will result inthe recognition of significant right-to-use assets and lease liabilities related to its operating leases as well as certain of itsATM placement agreements that contain fixed payments and are deemed to contain a lease under the Lease Standard. In August and November 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classificationof Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU No. 2016-18, Statement of Cash Flows (Topic 230):Restricted Cash (“ASU 2016-18”). ASU 2016-15 and ASU 2016-18 update the following specific cash flow issues: debtprepayment or debt extinguishment costs; settlement of zero-coupon or insignificant rate debt instruments; contingentconsideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds fromthe settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficialinterests in securitization transactions; separately identifiable cash flows and application of the predominance principle, andclassification of restricted cash. ASU 2016-15 and ASU 2016-18 are effective for fiscal years beginning after December 15,2017, and interim periods within those years, and early adoption is permitted. The Company is required to adopt thisguidance during the first quarter of fiscal 2018 and plans to adopt both ASU 2016-15 and ASU 2016-18 at that time.Responsive to this guidance, the Company will include the balance of restricted cash together with cash and cashequivalents when presenting the Consolidated Statements of Cash Flows, commencing with its first quarter reporting in2018. The Company will also recognize contingent consideration payments up to the amount of the liability recognized atthe acquisition date in financing activities and any excess in operating activities. The Company does not anticipate that thisclassification will result in a change to the operating, financing, or investing cash flows that would otherwise be reported. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Otherthan Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2018,and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact thestandard will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of aBusiness (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business when determining an acquisition, divestiture,disposal, goodwill, or consolidation. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, andinterim periods within those years, and early adoption is permitted. In addition, in January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350):Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwillimpairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitativeassessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the optionto perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, and earlyadoption is permitted. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope ofModification Accounting (“ASU 2017-09”). ASU 2017-09 clarifies what constitutes a modification of a share-based142 Table of Contentspayments award. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods withinthose years, and early adoption is permitted. The Company is currently evaluating the impact these standards will have on itsconsolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements toAccounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 provides targeted improvements to the accounting forhedging activities to better align an entity’s risk management activities and financial reporting for hedging relationshipsthrough changes to both the designation and measurement guidance for qualifying hedging relationships and thepresentation of hedge results. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 and earlyadoption is permitted. The Company is currently evaluating the impact these standards will have on its consolidatedfinancial statements. (23) Supplemental Selected Quarterly Financial Information (Unaudited) The Company’s financial information by quarter is summarized below for the periods indicated: Quarter Ended March 31 June 30 September 30 December 31 Total (In thousands, excluding per share amounts)2017 Total revenues $357,572 $385,112 $401,950 $362,965 $1,507,599Net (loss) income (894) 15,157 (175,570) 15,956 (145,351)Net income attributable to controlling interests andavailable to common shareholders (901) 15,158 (175,561) 15,954 (145,350)Basic net income per common share $(0.02) $0.33 $(3.84) $0.34 $(3.19)Diluted net income per common share $(0.02) $0.33 $(3.84) $0.34 $(3.19) 2016 Total revenues $303,247 $323,961 $328,334 $309,822 $1,265,364Net income 15,359 20,114 27,478 24,959 87,910Net income attributable to controlling interests andavailable to common shareholders 15,384 20,148 27,490 24,969 87,991Basic net income per common share $0.34 $0.45 $0.61 $0.55 $1.95Diluted net income per common share $0.34 $0.44 $0.60 $0.54 $1.92. 143 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE There have been no changes in or disagreements on any matters of accounting principles or financial statementdisclosure between the Company and its independent registered public accountants. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), theCompany have evaluated, under the supervision and with the participation of its management, including its principalexecutive officer and principal financial officer, the effectiveness of the design and operation of its disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by thisAnnual Report on Form 10-K (this “2017 Form 10-K”). The Company’s disclosure controls and procedures are designed toprovide reasonable assurance that information required to be disclosed by the Company in reports that it files under theExchange Act is accumulated and communicated to its management, including its principal executive officer and principalfinancial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed,summarized, and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation,the Company’s principal executive officer and principal financial officer concluded that its disclosure controls andprocedures were effective as of December 31, 2017 at the reasonable assurance level. Changes in Internal Controls over Financial Reporting There have been no changes in the Company’s system of internal control over financial reporting (as such term isdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2017 that havematerially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financialreporting (as defined in Rules 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting isa process designed by management, under the supervision and with the participation of its principal executive officer andprincipal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof consolidated financial statements in accordance with U.S. GAAP. The Company’s internal control over financial reportingincludes those policies and procedures that: (i) relate to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of its assets, (ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that its receipts andexpenditures are being made only in accordance with authorizations of its management and directors, and (iii) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of its assetsthat could have a material effect on its consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate. The scope of management’s assessment of the effectiveness of the Company’s internal control over financial reporting asof December 31, 2017 includes its consolidated subsidiaries, except for the acquisitions of DCPayments and Spark during2017. DCPayments’ and Spark’s internal control over financial reporting was associated with approximately 26% of totalassets (of which approximately 19% represents goodwill and intangibles included within the scope of the assessment) andtotal revenues of approximately 18% included in the consolidated financial statements of the Company as of and for the yearended December 31, 2017.144 Table of Contents The Company’s management, under the supervision and with the participation of its principal executive officer andprincipal financial officer, assessed the effectiveness of its internal control over financial reporting as of December 31, 2017based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Based on the Company’s evaluation under the framework in InternalControl - Integrated Framework (2013), its management concluded that its internal control over financial reporting waseffective as of December 31, 2017. Attestation Report of the Independent Registered Public Accounting Firm The Company’s internal control over financial reporting as of December 31, 2017 has been audited by KPMG LLP, anindependent registered public accounting firm that audited the Company’s consolidated financial statements included in this2017 Form 10-K, as stated in the attestation report which is included in Item 8. Financial Statements and SupplementaryData, Reports of Independent Registered Public Accounting Firm. ITEM 9B. OTHER INFORMATION None.145 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Code of Ethics The Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer,principal accounting officer, and persons performing similar functions. A copy of the Code of Ethics is available on theCompany’s website at http://www.cardtronics.com, and you may also request a copy of the Code of Ethics at no cost, bywriting or telephoning at the following: Cardtronics plc, Attention: Chief Financial Officer, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042, (832) 308-4000. The Company intends to disclose any amendments to or waivers of the Code ofEthics on behalf of its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and persons performingsimilar functions on its website at http://www.cardtronics.com promptly following the date of any such amendment orwaiver. Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 10 the remaininginformation required by this Item 10 from the information to be disclosed in its definitive proxy statement for its 2018Annual Meeting of Shareholders. ITEM 11. EXECUTIVE COMPENSATION Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 11 theinformation to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 12 theinformation to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 13 theinformation to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 14 the informationto be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.146 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Consolidated Financial Statements PageReports of Independent Registered Public Accounting Firm 83Consolidated Balance Sheets as of December 31, 2017 and 2016 86Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015 87Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016, and 2015 88Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016, and 2015 89Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015 90Notes to Consolidated Financial Statements 91 2. Financial Statement Schedules All schedules are omitted because they are either not applicable or required information is reported in the consolidatedfinancial statements or notes thereto. 3. Index to Exhibits The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are reflected in the Index toExhibits accompanying this 2017 Form 10-K. ITEM 16. FORM 10-K SUMMARY None. Exhibit Number Description2.1 Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., CardtronicsGroup Limited, CATM Merger Sub LLC and CATM Holdings LLC (incorporated herein by referenceto Annex A of the Registration Statement on Form S-4, filed by Cardtronics plc on April 27, 2016,File No. 333-210955).2.2 Arrangement Agreement, dated October 3, 2016, by and between Cardtronics Holdings Limited andDirectcash Payments Inc. (incorporated herein by reference to Exhibit 2.1 of the Current Report onForm 8-K, filed by Cardtronics plc on October 7, 2016, File No. 001-37820).3.1 Articles of Association of Cardtronics plc (incorporated herein by reference to Exhibit 3.1 of theCurrent Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).4.1 Indenture, dated as of July 28, 2014, by and among Cardtronics, Inc., the subsidiary guarantorsnamed therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s5.125% Senior Notes due 2022 (incorporated herein by reference to Exhibit 4.1 of the Current Reporton Form 8-K, filed by Cardtronics, Inc. on July 30, 2014, File No. 001-33864).4.2 First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronicsplc, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee,relating to Cardtronics, Inc.’s 5.125% Senior Notes due 2022 (incorporated herein by reference toExhibit 4.2 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).4.3 Form of 5.125% Senior Note due 2022 (incorporated herein by reference to Exhibit 4.2 (included inExhibit 4.1) of the Current Report on Form 8-K, filed by Cardtronics, Inc. on July 30, 2014, File No.001-33864).147 Table of ContentsExhibit Number Description4.4 Indenture, dated as of November 25, 2013, by and among Cardtronics, Inc. and Wells Fargo Bank,National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due2020 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed byCardtronics, Inc. on November 26, 2013, File No. 001-33864).4.5 First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronicsplc and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00%Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the CurrentReport on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).4.6 Form of 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit A ofExhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on November 26, 2013, FileNo. 001-33864).4.7 Form of Class A ordinary share certificate for Cardtronics plc (incorporated herein by reference toExhibit 4.3 of the Current Report on Form 8-K, filed by Cardtronics plc. on July 1, 2016, File No.001-37820).10.1 Amended and Restated Credit Agreement, dated April 24, 2014, by and among Cardtronics, Inc., theGuarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent, J.P. Morgan Europe Limited, as Alternative Currency Agent, Bank of America,N.A., as Syndication Agent and Wells Fargo Bank, N.A. as Documentation Agent (incorporatedherein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc.on July 30, 2015, File No. 001-33864). 10.2 First Amendment to Amended and Restated Credit Agreement, dated July 11, 2014, by and amongCardtronics, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank,N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.2 of the QuarterlyReport on Form 10-Q, filed by Cardtronics, Inc. on October 29, 2014, File No. 001-33864).10.3 Second Amendment to Amended and Restated Credit Agreement and Amendment to SecurityAgreement, dated May 26, 2015, by and among Cardtronics, Inc., the Guarantors party thereto, theLenders party thereto, Cardtronics Europe Limited as the European Borrower and JPMorgan ChaseBank N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.6 of the QuarterlyReport on Form 10-Q, filed by Cardtronics, Inc. on July 30, 2015, File No. 001-33864).10.4 Third Amendment to Amended and Restated Credit Agreement, dated July 1, 2016, by and amongCardtronics, Inc., Cardtronics plc, the other Borrowers, the Guarantors party thereto, the Lenders partythereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by referenceto Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No.001-37820).10.5 Fourth Amendment to Amended and Restated Credit Agreement, dated January 3, 2017, by andamong Cardtronics plc, the other Obligors party thereto, the Lenders party thereto and JPMorganChase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of theCurrent Report on Form 8-K, filed by Cardtronics plc on January 9, 2017, File No. 001-37820).10.6* Sixth Amendment to Amended and Restated Credit Agreement, dated October 3, 2017, by and amongCardtronics plc, the other Obligors party thereto, the Lenders party thereto and JPMorgan ChaseBank, N.A., as Administrative Agent.10.7 Placement Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and 7-Eleven, Inc.(incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed byCardtronics, Inc. on November 9, 2007, File No. 333-113470).10.8 Purchase Agreement, dated July 21, 2014, by and among WSILC, L.L.C., RTW ATM, LLC, C.O.D.,LLC and WG ATM, LLC and their Members and Cardtronics USA, Inc. (incorporated herein byreference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on October29, 2014, File No. 001-33864).148 Table of ContentsExhibit Number Description10.9 Purchase and Sale Agreement, dated as of June 1, 2007, by and among Cardtronics, LP, 7-Eleven, Inc.and Vcom Financial Services, Inc. (incorporated herein by reference to Exhibit 10.1 of the CurrentReport on Form 8-K, filed by Cardtronics, Inc. on July 26, 2007, File No. 333-113470).10.10 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference toExhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, FileNo. 001-37820). 10.11 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch(incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed byCardtronics plc on November 1, 2016, File No. 001-37820). 10.12 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated hereinby reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc onNovember 1, 2016, File No. 001-37820). 10.13 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference toExhibit 10.4 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, FileNo. 001-37820). 10.14 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch(incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed byCardtronics plc on November 1, 2016, File No. 001-37820). 10.15 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and amongCardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated hereinby reference to Exhibit 10.6 of the Current Report on Form 8-K, filed by Cardtronics plc onNovember 1, 2016, File No. 001-37820). 10.16 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by referenceto Exhibit 10.7 of the Current Report on Form 8-K, filed by Cardtronics plc. on November 1, 2016,File No. 001-37820). 10.17 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, LondonBranch (incorporated herein by reference to Exhibit 10.8 of the Current Report on Form 8-K, filed byCardtronics plc on October 26, 2016, File No. 001-37820). 10.18 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporatedherein by reference to Exhibit 10.9 of the Current Report on Form 8-K, filed by Cardtronics plc onNovember 1, 2016, File No. 001-37820). 10.19 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by referenceto Exhibit 10.10 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016,File No. 001-37820). 10.20 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, LondonBranch (incorporated herein by reference to Exhibit 10.11 of the Current Report on Form 8-K, filedby Cardtronics plc on November 1, 2016, File No. 001-37820). 10.21 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by andamong Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporatedherein by reference to Exhibit 10.12 of the Current Report on Form 8-K, filed by Cardtronics plc onNovember 1, 2016, File No. 001-37820). 149 Table of ContentsExhibit Number Description10.22† Form of Deed of Indemnity of Cardtronics plc, entered into by each director of Cardtronics plc andeach of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia,Dilshad Kasmani, Todd Ruden, Jonathan Simpson-Dent and Roger Craig (incorporated herein byreference to Exhibit 10.21 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February28, 2017, File No. 001-33864).10.23† Form of Indemnification Agreement of Cardtronics, Inc., entered into by each director of Cardtronicsplc and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, JerryGarcia and David Dove (incorporated herein by reference to Exhibit 10.7 of the Current Report onForm 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).10.24† 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001 (incorporatedherein by reference to Exhibit 10.21 of the Registration Statement on Form S-4, filed by Cardtronics,Inc. on January 20, 2006, File No. 333-131199).10.25† Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as ofJanuary 30, 2004 (incorporated herein by reference to Exhibit 10.22 of the Registration Statement onForm S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).10.26† Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as ofJune 23, 2004 (incorporated herein by reference to Exhibit 10.23 of the Registration Statement onForm S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).10.27† Amendment No. 3 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as ofMay 9, 2006 (incorporated herein by reference to Exhibit 10.38 of Post-effective Amendment No. 1to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No.333-145929).10.28† Amendment No. 4 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as ofAugust 22, 2007 (incorporated herein by reference to Exhibit 10.39 of Post-effective Amendment No.1 to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, FileNo. 333-145929).10.29† Amendment No. 5 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as ofNovember 26, 2007 (incorporated herein by reference to Exhibit 10.40 of Post-effective AmendmentNo. 1 to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007,File No. 333-145929).10.30† Third Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by Cardtronics plc,effective July 1, 2016) (incorporated herein by reference to Exhibit 10.3 of the Current Report onForm 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).10.31† Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Third Amended and Restated2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Current Report onForm 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).10.32† Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Third Amended andRestated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the CurrentReport on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).10.33† Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Third Amendedand Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 of CurrentReport on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).10.34 Deed of Assumption, dated July 1, 2016, executed by Cardtronics plc (incorporated herein byreference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016,File No. 001-37820).10.35† Restricted Stock Unit Agreement by and between Cardtronics, Inc. and David Dove, dated effectiveSeptember 3, 2013 (incorporated herein by reference to Exhibit 10.57 of the Annual Report on Form10-K, filed by Cardtronics, Inc. on February 18, 2014, File No. 001-33864).10.36† Cardtronics, Inc. 2016 Annual Executive Cash Incentive Plan (incorporated herein by reference toExhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, FileNo. 001-33864).150 Table of ContentsExhibit Number Description10.37† Cardtronics, Inc. 2013 Long Term Incentive Plan, dated March 29, 2013 (incorporated herein byreference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 4,2013, File No. 001-33864).10.38† Cardtronics, Inc. 2014 Long Term Incentive Plan, dated March 27, 2014 (incorporated herein byreference to Exhibit 99.3 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 2,2014, File No. 001-33864). 10.39† Cardtronics, Inc. 2015 Long Term Incentive Plan, dated March 24, 2015 (incorporated herein byreference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 30,2015, File No. 001-33864).10.40† Cardtronics, Inc. 2016 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 ofthe Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016 File No. 001-33864).10.41† Cardtronics, Inc. 2016 Annual Bonus Pool Allocation Plan (incorporated by reference to Exhibit 10.1of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, File No. 001-33864).10.42† Employment Agreement by and among Cardtronics USA, Inc., Cardtronics, Inc. and Steven A.Rathgaber, dated effective as of February 1, 2010 (incorporated herein by reference to Exhibit 10.48of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on March 4, 2010, File No. 001-33864). 10.43† Employment Agreement by and between Cardtronics USA, Inc. and P. Michael McCarthy, datedeffective as of May 13, 2013 (incorporated herein by reference to Exhibit 10.1 of the QuarterlyReport on Form 10-Q, filed by Cardtronics, Inc. on July 31, 2013, File No. 001-33864). 10.44† Retirement Agreement by and between Cardtronics plc and P. Michael McCarthy, dated effective asof January 3, 2017 (incorporated herein by reference to Exhibit 10.43 of the Annual Report on Form10-K, filed by Cardtronics, Inc. on February 28, 2017, File No. 001-33864).10.45† Employment Agreement by and between Cardtronics USA, Inc. and David Dove, dated effective as ofSeptember 1, 2013 (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form10-Q, filed by Cardtronics, Inc. on November 4, 2013, File No. 001-33864). 10.46† First Amendment to Employment Agreement by and between Cardtronics USA, Inc. and David Dove,dated effective as of August 22, 2016 (incorporated herein by reference to Exhibit 10.4 of theQuarterly Report on Form 10-Q, filed by Cardtronics plc on October 27, 2016, File No. 001-37820). 10.47† Employment Agreement by and among Cardtronics USA, Inc., Cardtronics, Inc. and Edward H. West,dated as of January 11, 2016 (incorporated herein by reference to Exhibit 10.59 of the Annual Reporton Form 10-K, filed by Cardtronics, Inc. on February 22, 2016, File No. 001-33864).10.48† Amended and Restated Employment Agreement by and between Cardtronics USA, Inc. and J. ChrisBrewster, dated effective as of February 22, 2016 (incorporated herein by reference to Exhibit 10.4 ofthe Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, File No. 001-33864). 10.49† Service Agreement by and between Bank Machine Limited and Jonathan Simpson-Dent, datedeffective as of August 7, 2013 (incorporated herein by reference to Exhibit 10.56 of the AnnualReport on Form 10-K, filed by Cardtronics, Inc. on February 24, 2015, File No. 001-33864). 10.50† Amended and Restated Employment Agreement by and between Cardtronics plc and Edward H.West, dated as of December 6, 2017 (incorporated herein by reference to Exhibit 10.01 of the CurrentReport on Form 8-K, filed by Cardtronics, Inc. on December 11, 2017, File No. 001-33864).10.51†* Employment Agreement by and between Cardtronics plc and Gary W. Ferrera, dated effective as ofNovember 28, 2017.12.1* Computation of Ratio of Earnings to Fixed Charges.21.1* Subsidiaries of Cardtronics plc.151 Table of ContentsExhibit Number Description23.1* Consent of Independent Registered Public Accounting Firm KPMG LLP.31.1* Certification of the Chief Executive Officer of Cardtronics plc pursuant to Section 302 of theSarbanes-Oxley Act of 2002.31.2* Certification of the Chief Financial Officer of Cardtronics plc pursuant to Section 302 of theSarbanes-Oxley Act of 2002.32.1** Certification of the Chief Executive Officer and Chief Financial Officer of Cardtronics plc pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.101.INS* XBRL Instance Document101.SCH* XBRL Taxonomy Extension Schema Document101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document101.LAB* XBRL Taxonomy Extension Label Linkbase Document101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document101.DEF* XBRL Taxonomy Extension Definition Linkbase Document * Filed herewith. **Furnished herewith. † Management contract or compensatory plan or arrangement. 152 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State ofTexas, on February 28, 2018. Cardtronics plc /s/ Edward H. West Edward H. West Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the followingpersons on behalf of the registrant in the capacities indicated on February 28, 2018. Signature Title /s/ Edward H. West Chief Executive Officer and DirectorEdward H. West (Principal Executive Officer) /s/ Gary W. Ferrera Chief Financial OfficerGary W. Ferrera (Principal Financial Officer) /s/ E. Brad Conrad Chief Accounting OfficerE. Brad Conrad (Principal Accounting Officer) /s/ Dennis F. Lynch Dennis F. Lynch Chairman of the Board of Directors /s/ Tim Arnoult Tim Arnoult Director /s/ Juli Spottiswood Juli Spottiswood Director /s/ Jorge M. Diaz Jorge M. Diaz Director /s/ G. Patrick Phillips G. Patrick Phillips Director /s/ Mark Rossi Mark Rossi Director /s/ Julie Gardner Julie Gardner Director 153 Exhibit 10.51EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement”), dated November 16, 2017 (the “Effective Date”) is made by andbetween Cardtronics USA, Inc., a Delaware corporation (together with any successor thereof, the “Company”), and Gary W.Ferrera (“Executive”).WITNESSETH:WHEREAS, the Company desires to employ Executive on the terms and conditions, and for the considerationhereinafter set forth, and Executive desires to be employed by the Company on such terms and conditions and for suchconsideration.NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, thesufficiency of which is hereby acknowledged by the parties, the Company and Executive agree as follows:ARTICLE IDEFINITIONSIn addition to the terms otherwise defined herein, for purposes of this Agreement the following capitalized words shallhave the following meanings:1.1“Affiliate” shall mean any other Person that owns or controls, is owned or controlled by, or is under commonownership or control with, such particular Person. Without limiting the scope of the preceding sentence, the Parent Companyshall be deemed to be an Affiliate of the Company for all purposes of this Agreement. Notwithstanding the foregoing, for thepurposes of Article VII, “Affiliate” shall only mean any corporation, entity or organization of which at least fifty percent (50%) ofthe voting rights for directors is owned directly or indirectly by the Parent.1.2“Average Annual Bonus” shall mean the average Annual Bonus paid (or payable) for the two calendar yearspreceding the Date of Termination; provided, however, if the Date of Termination is prior to the end of the second calendar yearafter the Commencement Date, then “Average Annual Bonus” shall mean the higher of (i) the average Annual Bonus paid (orpayable) prior to the Date of Termination or (ii) 100% of Executive’s current Base Salary. 1.3“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the U.S. Securities Exchange Act of1934, as amended from time to time (the “Exchange Act”).1.4“Board” shall mean the Board of Directors of the Parent Company.1.5“Cause” shall mean a reasonable and good faith determination by the Board that Executive has (a) engaged ingross negligence, gross incompetence or willful misconduct in the performance of Executive’s duties with respect to theCompany or any of its Affiliates, (b) refused without proper legal reason to perform Executive’s duties and responsibilities to theCompany or any of its Affiliates, (c) materially breached any material provision of this Agreement or any written agreement orcorporate policy or code of conduct established by the Company or any of its Affiliates, (d) disclosed without specificauthorization from the Company, except in the good faith performance of your duties or in compliance with legal process,confidential information of the Company or any of its Affiliates that is materially injurious to any such Entity, (e) committed anact of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its Affiliates, or(f) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime ofsimilar import in a foreign jurisdiction); provided that any assertion by the Company of a termination of employment for “Cause”shall not be effective unless the Company has provided written Notice of Breach to Executive within 90 days of the Company’sactual knowledge of the existence of the condition allegedly constituting Cause in accordance with Section 10.1. 1.6“Change in Control” shall mean and shall be deemed to have occurred if any event set forth in any one of thefollowing paragraphs shall have occurred:  (a)the consummation of a merger of, or other business combination by, the Parent Company with or involvinganother entity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidationinvolving the Parent Company; or the sale of all or substantially all of the Company’s Assets to another entity(any of which, a “Corporate Transaction”); provided, in any such case, (a) the holders of equity securities ofthe Parent Company immediately prior to such transaction do not beneficially own, directly or indirectly,immediately after such transaction equity securities of the resulting or surviving parent entity, the transfereeentity or any new direct or indirect parent entity of the Parent Company resulting from or surviving any suchtransaction entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (orcomparable governing body) of the resulting or surviving parent entity, the transferee entity or any new director indirect parent entity of the Parent Company resulting from or surviving any such transaction in substantiallythe same proportion that they owned the equity securities of the Parent Company immediately prior to suchtransaction or (b) the persons who were members of the Board immediately prior to such transaction shall notconstitute at least a majority of the board of directors (or comparable governing body) of the resulting orsurviving parent entity, the transferee entity or any new direct or indirect parent entity of the Parent Companyresulting from or surviving any such transaction immediately after such transaction;(b)upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into anyentity in which the holders of equity securities of the Parent Company immediately prior to such liquidation ordissolution beneficially own, directly or indirectly, immediately after such liquidation or dissolution equitysecurities of the entity into which the Parent Company was liquidated or dissolved entitled to 70% or more ofthe votes then eligible to be cast in the election of directors generally (or comparable governing body) of suchentity, in substantially the same proportion that they owned the equity securities of the Parent Companyimmediately prior to such liquidation or dissolution;(c)when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, butexcluding any employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquiresor gains ownership or control (including, without limitation, power to vote) of more than 30% of the combinedvoting power of the outstanding equity securities of the Parent Company, other than any entity in which theholders of equity securities of the Parent Company immediately prior to such acquisition beneficially own,directly or indirectly, immediately after such acquisition, equity securities of the acquiring entity entitled to70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governingbody) of the acquiring entity, in substantially the same proportion that they owned the equity securities of theParent Company immediately prior to such acquisition or any employee benefit plan sponsored by any suchentity (or any related trust thereto); or(d)as a result of or in connection with a contested election of directors, the persons who were members of theBoard immediately before such election shall cease to constitute a majority of the Board.1.7“Code” shall mean the Internal Revenue Code of 1986, as amended.1.8“Company’s Assets” shall mean the assets (of any kind) owned by the Parent Company, including, withoutlimitation, the securities of the Parent Company’s Subsidiaries and any of the assets owned by the Parent Company’s Subsidiaries.1.9“Date of Termination” shall mean (a) if Executive’s employment is terminated other than by reason of death orpursuant to Section 3.2(a) hereof (“Disability”), the date of receipt of the Notice of Termination or any later date specified therein(or, in the event Executive has a Separation From Service without the delivery of a Notice of Termination, then the date of suchSeparation From Service), as the case may be, provided that in the case of a termination by Executive for Good Reason, anyNotice of Breach shall be deemed void if the Company cures, within the required cure period, the matter giving rise to GoodReason pursuant to Section 1.11; and (b) if Executive’s employment is terminated by reason of death or Disability, the Date ofTermination shall be the date of death or Disability notice, as the case may be.1.10“Entity” shall mean any corporation, partnership, association, joint-stock company, limited liability company,trust, unincorporated organization or other business entity.1.11“Good Reason” shall mean the occurrence of any of the following events:(a)a material diminution in Executive’s Base Salary, provided that a diminution of less than 5% from theExecutive’s highest Base Salary that is part of an initiative that applies to and affects all similarly situated2  executive officers of the Company substantially the same and proportionately shall not be a materialdiminution; (b)a material diminution in Executive’s authority, duties, or responsibilities as Chief Financial Officer (including,in connection with a Change in Control or other Corporate Transaction, Executive being assigned to anyposition (including offices, titles and reporting requirements), authority, duties or responsibilities that are not ator with the Parent Company engaged in the business of the successor to the Parent Company or the corporationor other Entity surviving or resulting from such Corporate Transaction), including, without limitation,Executive’s ceasing to be the Chief Financial Officer of a publicly traded company;(c)any material diminution in the Executive’s reporting lines; (d)a material breach by the Company of a material provision of this Agreement; or(e)a relocation of Executive’s work location by more than 35 miles from the current location. Notwithstanding the foregoing provisions of this Section 1.11 or any other provision in this Agreement to the contrary, anyassertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the followingconditions are satisfied: (i) the condition described in Section 1.11(a), (b), (c), (d) or (e) giving rise to Executive’s termination ofemployment must have arisen without Executive’s written consent; (ii) Executive must provide written Notice of Breach to theCompany of such condition in accordance with Section 10.1 within 45 days of the initial existence of the condition; (iii) thecondition specified in the Notice of Breach must remain uncorrected for 30 days after receipt of the Notice of Breach by theCompany; and (iv) the date of Executive’s termination of employment must occur within 90 days after the initial existence ofthe condition specified in the Notice of Breach. Any Notice of Breach shall be deemed void if the Company cures the mattergiving rise to Good Reason under this Section 1.11 within 30 days of the receipt of the Notice of Breach.1.12“Notice of Breach” shall mean a written notice delivered to the other party within the time period requiredunder the definition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in thisAgreement that the party contends the other party has breached or the specific clause of the definition of “Cause” or “GoodReason” that the party alleges to exist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstancesExecutive or the Company, as applicable, claims provide the basis for such breach or other condition.1.13“Notice of Termination” shall mean a written notice delivered to the other party indicating the specifictermination provision in this Agreement relied upon for termination of Executive’s employment and the Date of Termination andshall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated and shall include a Notice of Breach, but only at the time and to the extent suchNotice of Breach becomes a Notice of Termination under Section 3.3. 1.14“Parent Company” shall mean Cardtronics plc, a public limited company organized under English law, orany successor thereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including,without limitation, any Entity otherwise resulting from a Corporate Transaction. 1.15“Person” shall mean (a) an individual or Entity and (b) for purposes of the definition of “Change in Control”and related provisions shall have the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections13(d) and 14(d) thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee orother fiduciary holding securities under a Benefit Plan of the Parent Company or any of its Affiliated companies, (iii) anunderwriter temporarily holding securities pursuant to an offering by the Parent Company of such securities, or (iv) an Entityowned, directly or indirectly, by the shareholders of the Parent Company in substantially the same proportion as their ownershipof shares of the Parent Company.1.16“Section 409A Payment Date” shall have the meaning set forth in Section 7.2(b).1.17“Subsidiary” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or anymajority-owned subsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significantfinancial interest provided that the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary forthe purposes of this Agreement.ARTICLE IIEMPLOYMENT AND DUTIES2.1Employment; Commencement Date. Executive is commencing his employment with the Company onNovember 28, 2017 (the “Commencement Date”) and, from and after such date, the Company agrees to employ Executive, andExecutive agrees to be employed by the Company, pursuant to the terms of this Agreement and continuing for the period3  of time set forth in Article III, subject to the terms and conditions of this Agreement.2.2Positions. From and after the Commencement Date, the Company shall employ Executive in the position ofExecutive Vice President and Chief Financial Officer of the Parent Company or in such other position or positions as the partiesmutually may agree, and Executive shall report to the Chief Executive Officer of the Parent Company.2.3Duties and Services. Executive agrees to serve in the position(s) referred to in Section 2.2 and to performdiligently and to the best of Executive’s abilities the duties and services appertaining to such position(s) as well as suchadditional duties and services appropriate to such position(s) as may be assigned, from time to time, by the Company. Executiveshall have authority commensurate with the position and Executive’s employment shall also be subject to the policiesmaintained and established by the Company and its Affiliates that are of general applicability to the Company’s executiveemployees, as such policies may be amended from time to time, provided that such policies may not change the definition ofCause or Good Reason hereunder.2.4Other Interests. Executive agrees, during the period of Executive’s employment by the Company, to devotesubstantially all of Executive’s business time, energy and best efforts to the business and affairs of the Company and its Affiliates.Notwithstanding the foregoing, the parties acknowledge and agree that Executive may (a) engage in and manage Executive’spassive personal investments, (b) engage in charitable and civic activities, (c) at the sole discretion of the Board, serve on theboards of other for- and non-profit Entities, and (d) engage in de minimis other activities such as non-commercial speeches; provided, however, that such activities shall be permitted so long as such activities do not conflict with the business and affairsof the Company or interfere with Executive’s performance of Executive’s duties hereunder. The activities listed on Exhibit B arehereby approved.2.5Duty of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelityand allegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests orreputation of the Company or any of its Affiliates. In keeping with these duties, Executive shall make full disclosure to theCompany of all business opportunities seriously proposed to the Executive pertaining to the Company’s business and shall notappropriate for Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship, provided that any decision made by the Executive in the good faith discharge of Executive’s role and responsibilities as outlinedin this Agreement which results in injury to the Company or its Affiliates shall not be a breach of this duty of loyalty. ARTICLE IIITERM AND TERMINATION OF EMPLOYMENT3.1Term. Subject to the remaining terms of this ARTICLE III, this Agreement shall be for an initial term thatbegins on the Commencement Date and continues in effect through the fourth anniversary of the Commencement Date (the“Initial Term”) and, unless terminated sooner as herein provided, shall continue on a year‑to‑year basis (each a “Renewal Term”and, together with the Initial Term, the “Term”). If the Company or Executive elects not to renew the Term under this Agreementfor a Renewal Term, the Company or Executive must provide a Notice of Termination to the other party at least 90 days beforethe expiration of the then-current Initial Term or Renewal Term, as applicable. In the event that one party provides the other partywith a Notice of Termination pursuant to this Section 3.1, no further automatic extensions will occur and this Agreement andExecutive’s employment with the Company shall terminate at the end of the then-existing Initial Term or Renewal Term, asapplicable.3.2Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Company may terminateExecutive’s employment under this Agreement at any time for any of the following reasons by providing Executive with a Noticeof Termination: (a)upon Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any areavailable to employees of the Company; provided that if at any time Executive is unable to performExecutive’s duties or fulfill Executive’s obligations under this Agreement by reason of any medicallydeterminable physical or mental impairment that can be expected to result in death or can be expected to lastfor a continuous period of not less than 180 days as determined by the Company and certified in writing by acompetent medical physician selected solely by the Company in the event of any alleged mental impairmentand in the event of any alleged physical impairment by the Company, with the Executive having the right toapprove such selection (however, if the Executive fails to approve the Company’s first two selections within tendays of being notified of each such selection, the Company will have the right thereafter to designate anylicensed medical physician on staff with either the Baylor College of Medicine or Methodist Hospital, eachlocated in Houston, Texas) (an “Impairment”), then the Company may employ someone to undertakeExecutive’s authorities, duties and responsibilities with respect to the Company and its Affiliates, including4  with Executive’s title and reporting lines, during the period from the onset of the Impairment until Executive’semployment with the Company is terminated, and, notwithstanding anything to the contrary, any such actionby the Company will not constitute Good Reason, constructive termination or breach of this Agreement orotherwise provided that, if Executive recovers from the incapacity prior to the date he would qualify for longterm disability and the Company does not return him to his position, he shall have his rights under the GoodReason provisions of this agreement.(b)Executive’s death; (c)for Cause; or(d)for any other reason whatsoever or for no reason at all, in the sole discretion of the Board.3.3Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the rightto terminate Executive’s employment under this Agreement for Good Reason or for any other reason whatsoever or for no reasonat all, in the sole discretion of Executive, by providing the Company with a Notice of Termination. In the case of a termination ofemployment by Executive without Good Reason, the Date of Termination specified in the Notice of Termination shall not be lessthan 15 nor more than 60 days, respectively, from the date such Notice of Termination is provided, and the Company may requirea Date of Termination earlier than that specified in the Notice of Termination (and, if such earlier Date of Termination is sorequired, it shall not change the basis for Executive’s termination nor be construed or interpreted as a termination of employmentpursuant to Section 3.1 or Section 3.2). In the event Executive intends to terminate employment with the Company for GoodReason, the Notice of Breach issued by Executive to the Company pursuant to Section 1.11 shall automatically be deemed aNotice of Termination, effective immediately upon the expiration of the cure period described in Section 1.11. If Executive failsto provide the Company with the requisite Notice of Termination under this Section 3.3, Executive forfeits the right to anycontingent future payments under this Agreement. 3.4Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to thetermination of Executive’s employment, any termination of Executive’s employment shall constitute an automatic resignation ofExecutive as an officer of the Company and each Affiliate of the Company (including the Parent Company), and an automaticresignation of Executive from the Board (if applicable) and from the board of directors of the Company and any Affiliate of theCompany and from the board of directors or similar governing body of any Entity in which the Company or any Affiliate holds anequity interest and with respect to which board or similar governing body Executive serves as the Company’s or such Affiliate’sdesignee or other representative which, in each case, is effective as at the Date of Termination.3.5Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be consideredto have terminated employment with the Company only when Executive incurs a “separation from service” with the Companywithin the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder (“Separation From Service”).ARTICLE IVCOMPENSATION AND BENEFITS4.1Base Salary. During the Term of this Agreement, Executive shall receive a minimum, annualized gross basesalary of $550,000 (the “Base Salary”). Executive’s Base Salary shall be reviewed periodically by the Board (or a committeethereof) and, in the sole discretion of the Board (or a committee thereof), such base salary may be increased (but not decreased)effective as of any date determined by the Board (or a committee thereof). Executive’s Base Salary shall be paid in equalinstallments in accordance with the Company’s standard policy regarding payment of compensation to executives but no lessfrequently than monthly.4.2Cash Incentive Plan Awards. Executive shall be eligible to receive an annual, calendar-year bonus (“AnnualBonus”) based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of the Cardtronics, Inc.Annual Executive Cash Incentive Plan (and/or other then-current or similar or successor plan, the “AECIP”) and subject to theterms and conditions of the AECIP, it being understood that (a) the target Annual Bonus at planned or targeted levels ofperformance shall equal 100% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus shall be determined inthe sole discretion of the Board (or a committee thereof) and may range between 0% and 200% of the target Annual Bonus. TheCompany shall use commercially reasonable efforts to pay each Annual Bonus with respect to a calendar year on or before March15 of the following calendar year (and in no event shall an Annual Bonus be paid before January 1 or after December 31 of thefollowing calendar year), provided that (except as otherwise provided in Section 7.1(b) Executive is employed by the Companyon such date of payment. If Executive has not been employed by the Company since January 1 of the year that includes theEffective Date, then the Annual Bonus for such year shall be prorated based on the ratio of the number5  of days during such calendar year that Executive was employed by the Company to the number of days in such calendar year. For the calendar year 2018 only, Executive’s Annual Bonus (to be paid in 2019 in accordance with the terms of this Agreementand the AECIP) shall be no less than $412,500 (75% of your Base Salary). 4.3One-Time Sign-on Bonus. Executive shall be eligible to receive a one-time sign-on bonus of $100,000 forpersonal travel, temporary living and miscellaneous expenses payable no later than 30 days following the Commencement Date(the “One-Time Sign-on Bonus”). This is in addition to any Relocation Allowance payable to the executive pursuant tothis ARTICLE IV. The One-Time Sign-on Bonus is subject to normal withholdings and must be repaid by the Executive to theCompany in full if Executive terminates his employment without Good Reason, or the Company terminates Executive’semployment for Cause, prior to the first anniversary of the Commencement Date. Repayment of the One-Time Sign-On Bonus bythe Executive pursuant to this Section 4.3 must be made within 30 days of the date of the Executive’s Date of Termination.4.4Stock Incentive Plan Awards. Commencing on January 1, 2018, Executive shall be eligible to receive anannual, calendar-year equity award (“Annual Equity Award”) based on criteria determined in the sole discretion of the Board (ora committee thereof) as part of the Cardtronics, Inc. Third Amended and Restated 2007 Stock Incentive Plan (and/or other then-current or similar or successor plan, “Stock Incentive Plan”), it being understood that (a) the Annual Equity Award at planned ortargeted levels of performance shall equal $1,300,000 at the grant date for the calendar year 2018, (b) the actual amount of eachAnnual Equity Award shall be determined in the sole discretion of the Board (or a committee thereof) and any performance basedportion of the Annual Equity Award may range between 0% and 200% of that portion of the target Annual Equity Award, and (c)Executive must be employed by the Company or one of its Affiliates on the vesting dates of any portion of any Annual EquityAward awarded, except as otherwise provided herein or in the associated equity award agreements. Upon the execution of anequity award agreement by and between Executive and the Parent Company on or about the Commencement Date, Executive willbe awarded one-time $500,000 in restricted stock units (valued as of the close of trading on the Commencement Date), whichaward shall be governed by the terms and conditions of the Stock Incentive Plan and the associated equity award agreement inthe form attached hereto as Exhibit A (the “Sign-On Stock Incentive Award”). The Sign-On Stock Incentive Award shall vest infour equal installments upon each of the first four anniversaries of the Commencement Date, subject to Executive’s continuedemployment though each such anniversary date and the other terms of the Stock Incentive Plan, except as otherwise providedherein or in the Sign-On Stock Incentive Award agreement. In the event of any inconsistency between the terms of this Agreementand the Sign-On Stock Incentive Award agreement, the terms of this Agreement shall govern.4.5Expenses. The Company shall reimburse Executive his reasonable attorney’s fees incurred in connection withthe negotiation and execution of this Agreement. Further, the Company shall reimburse Executive for all reasonable businessexpenses incurred by Executive in performing services hereunder, including commuting expenses and temporary housing for thefirst 30 days of the Executive’s employment, and all expenses of travel and living expenses while away from home on business orat the request of and in the service of the Company; provided, in each case, that such expenses are incurred and accounted for inaccordance with the policies and procedures established by the Company. Any reimbursement of expenses (whether pursuant toSection 4.5 or otherwise) shall be made by the Company upon or as soon as practicable following receipt of supportingdocumentation reasonably satisfactory to the Company (but in any event not later than the close of Executive’s taxable yearfollowing the taxable year in which the expense is incurred by Executive); provided, however, that, upon Executive’s terminationof employment with the Company, in no event shall any additional reimbursement be made prior to the Section 409A PaymentDate to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. 4.6The following provisions shall apply to reimbursements under this Agreement in order to assure that suchreimbursements do not create a deferred compensation arrangement subject to Section 409A of the Code:(a)the amount of reimbursements to which Executive may become entitled in any one calendar year shall notaffect the amount of expenses eligible for reimbursement hereunder in any other calendar year:(b)each reimbursement to which Executive becomes entitled shall be made no later than the close of business ofthe calendar year following the calendar year in which the reimbursable expense is incurred; and(c)Executive’s right to reimbursement cannot be liquidated or exchanged for any other benefit or payment.4.7Vacation and Sick Leave. During Executive’s employment hereunder, Executive shall be entitled to (a) sickleave in accordance with the Company’s policies applicable to similarly situated executive officers of the Company and (b)4 weeks paid vacation each calendar year (40 hours of which may be carried forward to a succeeding year).4.8Offices. Subject to Articles II, III and IV, Executive agrees to serve without additional compensation, if electedor appointed thereto, as an officer (in addition to the position specified in Section 2.2) or director of the Company or6  any of the Company’s Affiliates and as a member of any committees of the board of directors of any such Entities and in one ormore executive positions of any of the Company’s Affiliates.4.9Relocation Reimbursement. The Executive shall be entitled to reimbursement of all relocation costs to beincurred during the establishment of a Personal Residence (defined below) in the greater-Houston, Texas area. This relocationallowance shall reimburse Executive for actual out-of-pocket costs associated with: trips to the greater-Houston area to viewpotential residences, the shipment of household goods (including automobiles) to Houston, all documented closing costs(including brokerage) associated with the sale of Executive’s existing residence (if any), all documented closing costs (includingbrokerage) associated with Executive’s purchase of a residence or execution of a residential lease of no less than one year in thegreater- Houston area for the Executive and the Executive’s family to reside in. As used herein, “Personal Residence” shall meana residence evidenced by the purchase of a residence or the execution of a residential lease of no less than one year in the greater-Houston area by the Executive for the Executive and the Executive’s family to reside in. If Executive terminates his employmentwithout Good Reason, or the Company or the Parent Company terminates Executive’s employment for Cause, prior to or duringthe 12-month period immediately following the establishment of a Personal Residence, Executive shall, within 30 days followingExecutive’s Date of Termination, repay to the Company or the Parent Company any such remaining balance actually paid to himunder this sentence, less any taxes paid or payable thereon. 4.10Other Perquisites. During Executive’s employment hereunder, the Company shall provide Executivewith the same perquisite benefits made available to other senior executives of the Company.ARTICLE VPROTECTION OF INFORMATION5.1Work Product. For purposes of this ARTICLE V, the term “the Company” shall include the Company and anyof its Affiliates (including the Parent Company), and any reference to “employment” or similar terms shall include an officer,director and/or consulting relationship. Executive agrees that all information, inventions, patents, trade secrets, formulas,processes, designs, ideas, concepts, improvements, diagrams, drawings, flow charts, programs, methods, apparatus, software,hardware, ideas, improvements, product developments, discoveries, systems, techniques, devices, models, prototypes,copyrightable works, mask works, trademarks, service marks, trade dress, business slogans, written materials and other things ofvalue conceived, reduced to practice, made or learned by Executive, either alone or with others, while employed with theCompany (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to theCompany’s business and/or the business of Affiliates of the Company using the Company’s time, data, facilities and/or materials(hereinafter collectively referred to as the “Work Product”) belong to and shall remain the sole and exclusive property of theCompany (or its Affiliates) forever. Executive hereby assigns to the Company all of Executive’s right, title, and interest to allsuch Work Product. Executive agrees to promptly and fully disclose all Work Product in writing to the Company. Executiveagrees to cooperate and do all lawful things requested by the Company to protect Company ownership rights in all WorkProduct. Executive warrants that no Work Product has been conceived, reduced to practice, made or learned by Executive priorto Executive’s employment with the Company. 5.2Confidential Information. During Executive’s employment with the Company, the Company agrees to andshall provide to Executive confidential, proprietary, non-public and/or trade secret information regarding the Company thatExecutive has not previously had access to or knowledge of before the execution of this Agreement including, without limitation,Work Product, technical information, corporate opportunities, product specification, compositions, manufacturing anddistribution methods and processes, research, financial and sales data, business and marketing plans, strategies, financing, plans,business policies and practices of the Company, and/or Affiliates of the Company, know-how, specialized training, mailing lists,acquisition prospects, identity of customers or their requirements, the identity of key contacts within the customer’s organizationsor within the organization of acquisition prospects, potential client lists, employee records, pricing information, evaluations,opinions, interpretations, production, marketing and merchandising techniques, prospective names and marks or other forms ofinformation considered by the Company to be confidential, proprietary, non-public or in the nature of trade secrets (hereaftercollectively referred to as “Confidential Information”) that the Company and its Affiliates desire to protect. 5.3No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of allConfidential Information and Work Product of the Company and its Affiliates. Executive agrees that Executive will not, at anytime during or after Executive’s employment with the Company, make any unauthorized disclosure of, and Executive shall notremove from the Company premises, Confidential Information or Work Product of the Company or its Affiliates, or make any usethereof, except, in each case, in the carrying out of Executive’s responsibilities hereunder. Executive shall use all reasonableefforts to cause all Persons to whom any Confidential Information shall be disclosed by Executive hereunder to preserve andprotect the confidentiality of such Confidential Information. At the request of the Company at any time, Executive agrees to7  deliver to the Company all Confidential Information that Executive may possess or control. Executive agrees that allConfidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by Executiveduring the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), andupon request by the Company for specified Confidential Information, Executive will promptly disclose such ConfidentialInformation to the Company and perform all actions reasonably requested by the Company to establish and confirm suchexclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this ARTICLEV. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledgeof, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like,of the Company and its Affiliates. Executive also agrees to preserve and protect the confidentiality of such third partyConfidential Information and Work Product. Notwithstanding anything contained in this Agreement to the contrary, Executivemay disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his workas an employee of the Company; (b) when required to do so by a court of law, by any governmental agency having apparentsupervisory authority over the business of the Company or by any administrative or legislative body (including a committeethereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, thatin the event disclosure is so required, Executive shall provide the Company with prompt notice of such requirement prior tomaking any such disclosure, so that the Company may seek an appropriate protective order; or (c) as to such ConfidentialInformation that becomes generally known to the public or trade without his violation of this Section 5.3 or (d) to Executive’sspouse, attorney and/or Executive’s personal tax or financial advisers as and to the extent reasonably necessary and appropriateto advance Executive’s tax, financial and other personal planning. Upon termination of Executive’s employment by theCompany for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copiesthereof (in whatever form, tangible or intangible), to the Company. No Company policies or practices, including the sectionsherein addressing confidentiality obligations, are intended to or shall limit, prevent, impede or interfere in any way withExecutive’s right, without prior notice to the Company, to provide information to the government, participate in investigations,testify in proceedings regarding the Company’s past or future conduct or engage in any activities protected under whistle blowerstatutes. Notwithstanding the foregoing, Executive may retain his address book to the extent it only contains contactinformation and the Company shall cooperate with the Executive to transfer, Executive’s cell phone number to him. Notwithstanding anything herein to the contrary, nothing in this Agreement shall: (i) prohibit Executive frommaking reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with theprovisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) requirenotification or prior approval by the Company of any reporting described in clause (i). 5.4Ownership by the Company. If, during Executive’s employment by the Company, Executive creates any workof authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, writtenpresentations, or acquisitions, computer programs, electronic mail, voice mail, electronic databases, drawings, maps, architecturalrenditions, models, manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such workis created solely by Executive or jointly with others (whether during business hours or otherwise and whether on the Company’spremises or otherwise), including any Work Product, the Company shall be deemed the author of such work if the work isprepared by Executive in the scope of Executive’s employment; or, if the work relating to the Company’s business, products orservices is not prepared by Executive within the scope of Executive’s employment but is specially ordered by the Company as acontribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementarywork, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Companyshall be the author of the work. If the work relating to the Company’s business, products, or services is neither prepared byExecutive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a work made for hireduring Executive’s employment by the Company, then Executive hereby agrees to assign, and by these presents does assign, tothe Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein.5.5Assistance by Executive. During the period of Executive’s employment by the Company, Executive shallassist the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title andinterest in and to Confidential Information and Work Product and the execution of all formal assignment documents requested bythe Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in theUnited States and foreign countries. After Executive’s employment with the Company terminates, at the request from8  time to time and expense of the Company or its Affiliates, Executive shall reasonably assist the Company and its nominee, atreasonable times and for reasonable periods and for reasonable compensation, in the protection of the Company’s or its Affiliates’worldwide right, title and interest in and to Confidential Information and Work Product and the execution of all formalassignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications forpatents and registration of copyright in the United States and foreign countries.5.6Remedies. Executive acknowledges that money damages would not be a sufficient remedy for any breach ofthis Article V by Executive, and the Company or its Affiliates shall be entitled to enforce the provisions of this ARTICLE V byimmediately terminating payments then owing to, or the rights of, Executive under Section 7.1(b)(i) through 7.1(b)(iv) orotherwise upon the occurrence of any such breach and to obtain specific performance and injunctive relief as remedies for suchbreach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this ARTICLE V butshall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive andExecutive’s agents.5.7Immunity from Liability for Confidential Disclosure of Trade Secrets. Executive shall not be heldcriminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made inconfidence either directly or indirectly to a Federal, State or local government official, or to an attorney, solely for the purpose ofreporting or investigating, a violation of law. Executive shall also not be held criminally or civilly liable under any Federal orState trade secret law for the disclosure of a trade secret made in a complaint or other document filed in a lawsuit or otherproceeding, if such filing is made under seal. If Executive files a lawsuit alleging retaliation by the Company for reporting asuspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in thecourt proceeding, so long as any document containing the trade secret is filed under seal and does not disclose the trade secret,except pursuant to court order. This Section 5.7 will govern to the extent it may conflict with any other provision of thisAgreement.ARTICLE VISTATEMENTS CONCERNING THE COMPANY AND EXECUTIVE6.1Statements by Executive. Executive shall refrain, other than in the good faith performance of his duties to theCompany, both during and after the termination of the employment relationship, from publishing any oral or written statementsabout the Company, any of its Affiliates or any of the Company’s or such Affiliates’ directors, officers or employees that (a) areslanderous, libelous or defamatory, (b) except as provided in Section 5.3, disclose Confidential Information of the Company, anyof its Affiliates or any of the Company’s or any such Affiliates’ business affairs, directors, officers or employees, or (c) place theCompany, any of its Affiliates, or any of the Company’s or any such Affiliates’ directors, officers or employees in a false lightbefore the public. A violation or threatened violation of this prohibition may be enjoined by the courts and would be considereda material breach of this Agreement. The rights afforded the Company and its Affiliates under this provision are in addition to anyand all rights and remedies otherwise afforded by law. 6.2Statements by the Company. The Company’s officers and directors shall refrain, both during and after thetermination of the employment relationship, from, directly or indirectly, publishing any oral or written statements aboutExecutive that (a) are slanderous, libelous or defamatory, (b) disclose confidential information of Executive, or (c) placeExecutive in a false light before the public. A violation or threatened violation of this prohibition may be enjoined by the courts.The rights afforded Executive under this provision are in addition to any and all rights and remedies otherwise afforded by law.6.3Exceptions. Sections 6.1 and 6.2 shall not be violated by the Executive or the Company’s officers, directorsor employees giving legal testimony or through the rebuttal by the Executive, the Company’s officers, directors or employees offalse or misleading statements by others.ARTICLE VIIEFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION7.1Effect of Termination of Employment on Compensation.(a)If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), pursuant to Executive’s resignation for other than Good Reason, or by Executive’s election not to renew the Initial Term or anyRenewal Term in accordance with Section 3.1, then all compensation and all benefits to Executive hereunder shall terminatecontemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accruedand unpaid Base Salary accrued but unused vacation and unreimbursed expenses to the Date of Termination, (ii) except in thecase of a termination under Section 3.2(c) or by Executive’s election not to renew the Initial Term or any Renewal Term inaccordance with Section 3.1, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination,9  which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who havecontinued employment with the Company (but in no event later than March 15 of the calendar year following the calendar yearto which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive isentitled to reimbursement in accordance with Section 4.5, (iv) except in the case of a termination under Section 3.2(c), to theextent not already paid, any reimbursement of relocation costs to which the Executive is otherwise entitled in accordance withSection 4.9, and (v) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. Inaddition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) or 3.2(b), (i) the amount of any unvestedportion of any Annual Equity Awards that have previously been earned but that would have otherwise vested solely by thepassage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and settledwithin 10 days following the Date of Termination, (ii) the unvested portions of the Sign-On Incentive Stock Award will be 100%fully accelerated and settled within 10 days following the Date of Termination, and (iii) if Executive’s employment is terminatedby the Company due to death or Disability, Executive shall receive a bonus for the year in which the Date of Termination occurs,calculated on a pro-rata basis to the Date of Termination and paid when other bonuses for such fiscal year are paid.(b)If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason, by actionof the Company pursuant to Section 3.2(d), or the Company’s election not to renew the Initial Term or any Renewal Term inaccordance with Section 3.1, then all compensation and all benefits to Executive hereunder shall terminate contemporaneouslywith such termination of employment, except that Executive shall be entitled to payment of all accrued and unpaid Base Salary,accrued but unused vacation and unreimbursed expenses to the Date of Termination, reimbursement for all incurred butunreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5, to the extent notalready paid, any reimbursement to which the Executive is entitled in accordance with Section 4.9 and subject to Executive’sdelivery, within 30 days after the date of Executive’s termination of employment, of an executed release substantially in the formof the release contained at Appendix A (the “Release”) and subject to Executive’s compliance with all of the survivingprovisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensationand benefits from the Company (but no other compensation or benefits after such termination):(i)the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior tothe Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses arepaid to executives who have continued employment with the Company (but in no event later than December 31following such calendar year);(ii)the Company shall pay to Executive a bonus for the calendar year in which the Date of Terminationoccurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordancewith the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, whichamount shall be prorated through and including the Date of Termination (based on the ratio of the number of daysExecutive was employed by the Company during such year to the number of days in such year), payable in a lump-sumbetween January 1st and March 15th following such calendar year); provided, however, that if this paragraph applieswith respect to an Annual Bonus that is intended to constitute performance-based compensation within the meaning of,and for purposes of, Section 162(m) of the Code, then no bonus shall be paid except to the extent the applicableperformance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of theCode;(iii)the Company shall pay to Executive an amount equal to 2 times the sum of Executive’s Base Salary asof the Date of Termination and the Average Annual Bonus, which amount shall be divided into and paid in twenty fourequal consecutive semi-monthly installments payable on the 15th and last day of each month, measuring from theTermination Date, provided that actual payment shall commence on the first payroll date that falls on or immediatelyfollows the 60th day after Executive’s Date of Termination and shall include an amount to cover any missed payments.The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series ofseparate payments for purposes of Section 409A of the Code; and(iv)during the portion, if any, of the 18-month period following the Date of Termination that Executiveelects to continue coverage for Executive and Executive’s eligible dependents under the Company’s group health plansunder the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or Sections 601through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptlyreimburse Executive on a monthly basis for the amount Executive pays to effect and continue such coverage; provided,however, that (x) the amount of such benefits in any one calendar year of such coverage shall not affect the amount ofbenefits in any other calendar year for which such benefits are to be provided hereunder and (y) Executive’s right to10  the benefits cannot be liquidated or exchanged for any other benefit.7.2Payment Date under Section 409A of the Code.(a)It is the intention of the parties that benefits payable pursuant to this Agreement are either exempt from or complywith the requirements of Section 409A of the Code and applicable administrative guidance issued thereunder. Accordingly, to theextent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicablerequirements or limitations of Section 409A, then those provisions shall be interpreted and applied in a manner that ensures apayment is exempt from or otherwise does not result in a violation of the applicable requirements or limitations of Section 409A.In no event may Executive, directly or indirectly, designate the calendar year of a payment. Neither the Company nor itsdirectors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit through Executive) forany tax, interest or penalties Executive may owe as a result of compensation or benefits paid under this Agreement, and theCompany shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant toSection 409A. The parties agree not to take any position inconsistent with the preceding sentence for any reporting purposes,whether internal or external, and to cause their Affiliates, agents, successors, and assigns not to take any such inconsistentposition. (b)Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executivebecomes entitled under this ARTICLE VII and which constitute deferred compensation within the meaning of Code Section409A shall be made or paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date ofExecutive’s termination of employment or (ii) the date of Executive’s death (such date, the “Section 409A Payment Date”), if (x)Executive is deemed on termination of employment a “specified employee” within the meaning of that term under Section 409Aof the Code, (y) the stock of the Parent Company or any successor Entity is publicly traded on an established market and (z) suchdelayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Uponthe expiration of the applicable deferral period, all payments deferred pursuant to this provision shall be paid in a lump sum toExecutive, and any remaining payments, benefits or reimbursements due under this Agreement shall be paid or provided inaccordance with the normal payment dates specified for them herein.(c)Each separately identifiable amount and each installment payment to which Executive is entitled to payment shall bedeemed to be a separate payment for purposes of Section 409A.ARTICLE VIIINON-COMPETITION AGREEMENT8.1Definitions. As used in this ARTICLE VIII, the following terms shall have the following meanings:“Business” means (a) during the period of Executive’s employment by the Company, the core products and servicesprovided by the Company and its Affiliates during such period and other products and services that are functionally equivalent tothe foregoing, and (b) during the portion of the Prohibited Period that begins on the termination of Executive’s employment withthe Company, the products and services provided by the Company and its Affiliates at the time of such termination ofemployment and other products and services that are functionally equivalent to the foregoing.“Competing Business” means any business or Person that wholly or in any significant part engages in any businesscompeting with the Business in the Restricted Area. In no event will the Company or any of its Affiliates be deemed a CompetingBusiness.“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other politicalsubdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory orregulatory body thereof.“Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction,franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of theforegoing that relates to environmental standards or controls, energy regulations and occupational, safety and health standards orcontrols including those arising under environmental laws) of any Governmental Authority.“Prohibited Period” means the period during which Executive is employed by the Company hereunder and a period oftwo years following the termination of Executive’s employment with the Company.“Restricted Area” means the geographic area in which the Company or its Affiliates have operations at the time ofExecutive’s termination of employment with the Company.8.2Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-11  solicitation provisions of this ARTICLE VIII: (i) in consideration for the Confidential Information provided by the Company toExecutive pursuant to ARTICLE V; (ii) as part of the consideration for the compensation and benefits to be paid to Executivehereunder; (iii) to protect the trade secrets and confidential information of the Company or its Affiliates disclosed or entrusted toExecutive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the businessgoodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosedor entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into thisAgreement.(a)Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during theProhibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in theRestricted Area and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owneror member of (or an independent contractor to), control or participate in or be connected with or loan money to, sell or leaseequipment to or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area.(b)Notwithstanding the restrictions contained in Section 8.2(a), Executive may own an aggregate of not more than 2%of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a nationalsecurities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, withoutviolating the provisions of Section 8.2(a) or be an investor in a private equity or similar fund holding not more than 2% of fundsfor investment, provided that the Executive does not have the power, directly or indirectly, to control or direct the management oraffairs of any such corporation or fund and is not involved in the management of such corporation. In addition, the restrictionscontained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’sprincipal duties at such institution are not directly and primarily related to the Business.(c)Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) engage oremploy, or solicit or contact with a view to the engagement or employment of, any Person who is an officer or employee of theCompany or any of its Affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached orenticed away from the Company or any of its Affiliates any Person who or which is a customer of any of such Entities during theperiod during which Executive is employed by the Company. Notwithstanding the foregoing, the restrictions of clause (i) of thisSection 8.2(c) shall not apply with respect to (A) an officer or employee whose employment has been involuntarily terminated byhis or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with theCompany and its Affiliates and who has not been employed by any of such Entities for at least one year, (C) an officer oremployee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or anyof its Affiliates or (D) the Executive serving as a reference for any person upon request.(d)Executive may seek the written consent of the Company, which may be withheld for good reason, to waive theprovisions of this ARTICLE VIII on a case-by-case basis.(e)The restrictions contained in Section 8.2 shall not apply to any product or services that the Company providedduring Executive’s employment but that the Company no longer provides at the Date of Termination.8.3Relief. Executive acknowledges that money damages would not be a sufficient remedy for any breach of thisARTICLE VIII by Executive, and the Company and/or its Affiliates shall be entitled to enforce the provisions of this ARTICLEVIII by immediately terminating payments then owing to Executive under Section 7.1(b)(i) through (iv) or otherwise upon theoccurrence of any such breach and to obtain specific performance and injunctive relief as remedies for such breach or anythreatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this ARTICLE VIII but shall be inaddition to all remedies available at law or in equity, including the recovery of damages from Executive.8.4Reasonableness; Enforcement. Executive hereby represents to the Company that Executive has read andunderstands, and agrees to be bound by, the terms of this ARTICLE VIII. Executive and the Company understand and agree thatthe purpose of the provisions of this ARTICLE VIII is to protect the legitimate business interests and goodwill of the Company. Executive acknowledges that the limitations as to time, geographical area and scope of activity to be restrained as contained inthis ARTICLE VIII are the result of arm’s-length bargaining and are fair and reasonable and do not impose any greater restraintthan is necessary to protect the legitimate business interests of the Company in light of (a) the nature and wide geographic scopeof the operations of the Business, (b) Executive’s level of control over and contact with the Business in all jurisdictions in whichit is conducted, (c) the fact that the Business is conducted throughout the Restricted Area and (d) the amount of compensationand Confidential Information that Executive is receiving in connection with the performance of Executive’s duties hereunder. Itis the desire and intent of the parties that the provisions of this ARTICLE VIII be enforced to the fullest extent permitted underapplicable Legal Requirements, whether now or hereafter in effect and therefore, to the extent12  permitted by applicable Legal Requirements, Executive and the Company hereby waive any provision of applicable LegalRequirements that would render any provision of this ARTICLE VIII invalid or unenforceable.8.5Reformation. The Company and Executive agree that the foregoing restrictions are reasonable under thecircumstances and that any breach of the covenants contained in this ARTICLE VIII would cause irreparable injury to theCompany and its Affiliates. Executive understands that the foregoing restrictions may limit Executive’s ability to engage incertain businesses anywhere in the Restricted Area during the Prohibited Period, but acknowledges that Executive will receivesufficiently high remuneration and other benefits from the Company to justify such restriction. Further, Executive acknowledgesthat Executive’s skills are such that Executive can be gainfully employed in non-competitive employment, and that theagreement not to compete will not prevent Executive from earning a living. Nevertheless, if any of the aforesaid restrictions arefound by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwiseunenforceable, the parties intend for the restrictions herein set forth to be modified by the court making such determination so asto be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modificationprospectively at this time, the Company and Executive intend to make this provision enforceable under the law or laws of allapplicable States, Provinces and other jurisdictions so that the entire agreement not to compete and this Agreement asprospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Such modification shall notaffect the payments made to Executive under this Agreement.ARTICLE IXDISPUTE RESOLUTION9.1Dispute Resolution. If any dispute arises out of this Agreement or out of or in connection with any equitycompensation award made to Executive by the Company or any of its Affiliates, the complaining party shall provide the otherparty written notice of such dispute. The other party shall have 10 business days to resolve the dispute to the complaining party’ssatisfaction. If the dispute is not resolved by the end of such period, either disputing party may require the other to submit to non-binding mediation with the assistance of a neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon aneutral unaffiliated mediator, they shall seek the assistance of the American Arbitration Association (“AAA”) in the selectionprocess. If mediation is unsuccessful, or if mediation is not requested by a party, either party may by written notice demandarbitration of the dispute as set out below, and each party hereto expressly agrees to submit to, and be bound by, such arbitration.(a)Unless the parties agree on the appointment of a single arbitrator, the dispute shall be referred to one arbitratorappointed by the AAA. The arbitrator will set the rules and timing of the arbitration, but will generally follow the employmentrules of the AAA and this Agreement where same are applicable and shall provide for a reasoned opinion.(b)The arbitration hearing will in no event take place more than 180 days after the appointment of the arbitrator.(c)The mediation and the arbitration will take place in Houston, Texas unless otherwise agreed by the parties.(d)The results of the arbitration and the decision of the arbitrator will be final and binding on the parties and each partyagrees and acknowledges that these results shall be enforceable in a court of law.(e)All costs and expenses of the mediation and arbitration shall be borne equally by the Company and Executive;provided that each party shall be responsible for his or its own attorney fees.Executive and the Company explicitly recognize that no provision of this ARTICLE IX shall prevent the Company fromtaking any action to enforce its rights or to resolve any dispute relating to ARTICLE V or ARTICLE VIII in a court of law. Any dispute over whether Cause exists shall be determined in accordance with this ARTICLE IX on a de novo basisbased on the underlying facts without any deference given to the determination of the Board or any right of the Board to make “areasonable and good faith determination”. ARTICLE XMISCELLANEOUS10.1Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be inwriting and shall be deemed to have been duly given (a) when received if delivered personally, by courier, (b) on the date receiptis acknowledged if delivered by certified mail, postage prepaid, return receipt requested or (c) one day after transmission13  if sent by e-mail, with confirmation of transmission, as follows:If to Executive, addressed to:Gary W. Ferrera 3 Tamarade Drive Littleton, Co 80127 Email: garywferrera@gmail.com if to the Company, addressed to:Cardtronics USA, Inc. 3250 Briarpark Drive, Suite 400 Houston, Texas 77042 Attention: General Counsel Email: CATM_Legal@cardtronics.comor to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changesof address shall be effective only upon receipt. If either party provides notice by e-mail, the party must also send notice by one ofthe other delivery methods listed in this Section 10.1, but failure to do so shall not invalidate the e-mail transmission. 10.2Applicable Law; Submission to Jurisdiction.(a)This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas,without regard to conflicts of laws principles thereof.(b)With respect to any claim or dispute related to or arising under this Agreement not otherwise subject to arbitrationunder the terms of this Agreement, the parties hereby consent to the exclusive jurisdiction, forum and venue of the state andfederal courts located in the State of Texas.10.3Indemnification.(a)Save and except for any Proceeding (as herein defined) brought by (i) Executive’s former employer, including anyAffiliate thereof (collectively “Former Employer”), alleging that Executive’s employment hereunder violates any agreementbetween Executive and such Former Employer, or (ii) Executive or his estate (other than to enforce Executive’s rights toindemnification), if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil,criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee ofthe Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whetheror not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer,member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legallypermitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the board of directors of theCompany and by the laws of the State of Delaware against all cost, expense, liability and loss (including, without limitation,attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonablyincurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he hasceased to be a director, member, employee or agent of the Company or other Entity and shall inure to the benefit of Executive’sheirs, executors and administrators. In order to be entitled to the above described indemnification Executive must provide promptwritten notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled to defend such Proceedingand to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessary so long asExecutive is not required to admit any misconduct or liability, nor required to pay any portion of such settlement. To the extentthat the Company fails to provide a defense for all claims raised in any Proceeding after receiving notice thereof, the Company tothe fullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him inconnection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such requestshall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is notentitled to be indemnified against such costs and expenses. Notwithstanding anything in this Section 10.3 to the contrary, unlessan earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), in accordance with TreasuryRegulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled under this Section 10.3 promptly but no laterthan the end of the second calendar year following the calendar year in which the indemnifiable expense is incurred.14  (b)Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) tohave made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executiveunder Section 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nordetermination by the Company (including its boards of directors, independent legal counsel or stockholders) that Executive hasnot met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard ofconduct.(c)The Company will itself and will cause the Parent Company to, continue and maintain a directors and officers’liability insurance policy covering Executive to the extent the Company or the Parent Company provides such coverage for otherof their directors and other executive officers during the term of Executive’s employment with the Company and thereafter untilthe expiration of all applicable statutes of limitations.(d)If the Company or the Parent Company enters into an indemnification agreement with any of its directors or executiveofficers, the Company (or, if the Parent Company, will cause the Parent Company) to the fullest extent permitted by applicablelaw will enter into an indemnification agreement with Executive on terms and conditions no less favorable than those set forth inany such indemnification agreement.10.4No Waiver. No failure by either party hereto at any time to provide notice of any breach by the other party of,or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.10.5Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid orunenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any otherprovision of this Agreement, and all other provisions shall remain in full force and effect.10.6Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemedto be an original, but all of which together will constitute one and the same Agreement.10.7Withholding of Taxes and Other Employee Deductions. Except as otherwise provided in this Agreement, theCompany may withhold from any benefits and payments made pursuant to this Agreement all federal, foreign, state, city andother taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling and all othercustomary deductions made with respect to the Company’s employees generally.10.8Headings. The Section headings have been inserted for purposes of convenience and shall not be used forinterpretive purposes.10.9Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter,and the singular number includes the plural and conversely.10.10No Mitigation / No Offset. Executive shall have no obligation to seek other employment to mitigate anyseverance or other payments due hereunder. Any amounts earned by Executive from other employment shall not offset amountsdue hereunder.10.11Successors. (a)This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the lawsof descent and distribution. The rights, benefits and obligations of Executive hereunder shall not be subject to voluntary orinvoluntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of theCompany. In addition, any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’sestate. (b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, provided that the Agreement or the obligation hereunder may not be assigned except to a successor to all or substantially all ofthe assets of the Company or the Parent Company provided that an assumption thereof in writing is delivered to Executive. Inaddition to any obligations imposed by law upon any successor to the Company, the Company will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation, amalgamation, scheme of arrangement, exchange offer,operation of law or otherwise (including any purchase, merger, amalgamation, Change in Control or other Corporate Transactioninvolving the Company or any Subsidiary or Affiliate of the Company)), to all or substantially all of the Company’s businessand/or the Company’s Assets, if applicable, to expressly assume and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform it if no such succession had taken place; or the Company willrequire any such successor to guarantee the obligations of the Company under this Agreement. As used in this Agreement,“Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as15  provided above. 10.12Term. Termination of Executive’s employment under this Agreement shall not affect any right or obligationof any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, theprovisions of Articles I, V, VI, VII, VIII, IX and X shall survive any termination of the employment relationship and/or of thisAgreement.10.13Entire Agreement. Except as provided in any signed written agreement contemporaneously or hereafterexecuted by the Company and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subjectmatter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties withrespect to employment of Executive by the Company. Without limiting the scope of the preceding sentence, all understandingsand agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null andvoid and of no further force and effect.10.14Modification; Waiver. Any modification to or waiver of this Agreement will be effective only if it is inwriting and signed by the parties.10.15Actions by the Board. Any and all determinations or other actions required of the Board hereunder that relatespecifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by themembers of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote,participate or decide upon any such matter.10.16Section 280G Modified Cutback. Notwithstanding any other provision of this Agreement, if any payment,distribution or provision of a benefit by the Company or the Parent Company to or for the benefit of Executive, whether paid orpayable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (a“Payment”), (a) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respectto such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the“Excise Tax”) and (b) the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including,without limitation, the Excise Tax), would be less than the net after-tax amount of all such Payments otherwise due to theExecutive in the aggregate if such Payments were reduced to an amount equal to 2.99 times the Executive’s “base amount” (asdefined in Section 280G(b)(3) of the Code), then the aggregate amount of such Payments payable to the Executive shall bereduced to an amount that will equal 2.99 times the Executive’s base amount. To the extent any Payments are required to be soreduced, the Payments due to the Executive shall be reduced in the following order, unless otherwise agreed and such agreementis in compliance with Section 409A of the Code: (i) Payments that are payable in cash, with amounts that are payable last reducedfirst; (ii) Payments due in respect of any equity or equity derivatives included at their full value under Section 280G of the Code(rather than their accelerated value); (iii) Payments due in respect of any equity or equity derivatives valued at accelerated valueunder Section 280G of the Code, with the highest values reduced first (as such values are determined under Treasury RegulationSection 1.280G-1, Q&A 24); and (iv) all other non-cash benefits. The determination of any reduction in Payments in accordancewith this Section 10.17 shall be made by the Company’s independent public accountants or another firm designated by theCompany and acceptable to the Executive acting reasonably.10.17Changes Due to Compliance with Applicable Law. Executive understands that certain laws, as well as rulesand regulations promulgated by the Securities and Exchange Commission (including without limitation under the Dodd-FrankWall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002) and/or by securities exchanges, do andwill require the Company to recoup, and Executive to repay, incentive compensation payable hereunder under the circumstancesset forth under such laws, rules and regulations. Such requirements will be set forth from time to time in policies adopted by theCompany (so-called “clawback” policies) and Executive acknowledges receipt of the Company’s current clawbackpolicy. Executive acknowledges that amounts paid or payable pursuant to this Agreement as incentive compensation orotherwise by the Company shall be subject to clawback to the extent necessary to comply with such laws, rules, regulationsand/or policy, which clawback may include forfeiture, repurchase and/or recoupment of amounts paid or payable hereunder, andExecutive agrees to repay such amounts (whether or not still employed by the Company or any of its Affiliates), as required bysuch laws, rules, regulations or policy. Executive shall repay the Company in cash in immediately available funds within 60 daysof demand for payment by the Company or as otherwise agreed by the Company in its sole discretion.Any such clawback shall not provide Executive any termination rights or other rights to payment under this Agreement(including no right to terminate for Good Reason), nor constitute a breach or violation of this Agreement by the Company. TheExecutive hereby consents to any changes to the current policy that are adopted to comply with applicable law, rules orregulations (including by securities exchanges). Further, if determined necessary or appropriate by the Board, Executive agrees toenter into an amendment to this Agreement or a separate written agreement with the Company to comply with such laws,16  rules and regulations thereunder if required thereby or determined appropriate by the Board in its reasonable discretion.10.18Cooperation with Litigation. Notwithstanding this Agreement, Executive agrees to reasonably cooperatewith Company by making Executive reasonably available, at the Company’s reasonable request, to testify on behalf of theCompany or any of its Affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and toassist the Company or any of its Affiliates in any such action, suit, or proceeding by providing information to and meeting andconsulting with Company any of its Affiliates or any of their counsel or representatives upon reasonable request, provided thatsuch cooperation and assistance shall not materially interfere with Executive's then current activities (to the extent the Executiveis no longer employed by the Company) and shall be done in a manner to limit any interference with other activities and anyrequired travel and that the Company agrees to reimburse Executive for all reasonable out of pocket expenses reasonably incurredin connection with such cooperation by Executive. (Signature page follows) 17  IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: CARDTRONICS USA, INC. By:/s/ Steven A Rathgaber Name:Steven A. Rathgaber Title: Chief Executive Officer EXECUTIVE: /s/ Gary W. Ferrera Name:Gary W. Ferrera [Signature Page to Employment Agreement]  APPENDIX ARELEASE AGREEMENTThis Release Agreement (this “Agreement”) constitutes the release referred to in that certain Employment Agreement(the “Employment Agreement”) dated as of [Insert Date], 2017, by and between Gary W. Ferrera (“Executive”) and CardtronicsUSA, Inc., a Delaware corporation (the “Company”).(a)For good and valuable consideration, including the Company’s provision of certain payments and benefits toExecutive in accordance with Section 7.1(b) of the Employment Agreement, Executive hereby releases, discharges and foreveracquits the Company, Cardtronics plc, their Affiliates and subsidiaries and the past, present and future stockholders, members,partners, directors, managers, employees, agents, attorneys, heirs, legal representatives in their capacities as such, successors andassigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for,and hereby waives, any and all claims, damages, or causes of action of any kind for Executive’s employment with any CompanyParty, the termination of such employment, and any other acts or omissions on or prior to the date of this Agreement includingwithout limitation any alleged violation through the date of this Agreement of: (i) the Age Discrimination in Employment Act of1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Section 1981through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, asamended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended;(viii) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical Leave Act of 1993; (x) any state anti-discrimination law; (xi) any state wage and hour law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) anypublic policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ feesincurred in these matters; (xv) any and all rights, benefits or claims Executive may have under any employment contract,incentive compensation plan or stock option plan with any Company Party or to any ownership interest in any Company Partyexcept as expressly provided in, or implied by the Employment Agreement and any stock option or other equity compensationagreement between Executive and the Company; and (xvi) any claim for compensation or benefits of any kind not expressly setforth in the Employment Agreement or any such stock option or other equity compensation agreement (collectively, the“Released Claims”). In no event shall the Released Claims include (a) any claim which arises after the date of this Agreement, (b)any claim to vested benefits under an employee benefit plan, (c) any claims pursuant to any restricted stock unit or other equity orequity-based award agreement between any Company Party and Executive, (d) any claims for contractual payments under theEmployment Agreement, including without limitation any claim to indemnification under the Employment Agreement, or anyindemnification agreement between any Company Party and Executive, or (e) any other rights to indemnification or to directorand/or officer liability insurance. Notwithstanding this release of liability, nothing in this Agreement prevents Executive fromfiling any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal EmploymentOpportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceedingconducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive iswaiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC, or comparable state orlocal agency proceeding or subsequent legal actions. This Agreement is not intended to indicate that any such claims exist orthat, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration recited inthe first sentence of this paragraph, any and all potential claims of this nature that Executive may have against the CompanyParties as of the date of this Agreement, regardless of whether they actually exist, are expressly settled, compromised and waived.By signing this Agreement, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such asheirs or the executor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought byany person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDESMATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OROTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.(b)Executive agrees not to bring or join, but may defend, any lawsuit against any of the Company Parties in any courtrelating to any of the Released Claims. Executive represents that Executive has not brought or joined any lawsuit or filed anycharge or claim against any of the Company Parties in any court or before any government agency and has made no assignment ofany rights Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, withrespect to any Released Claims.(c)By executing and delivering this Agreement, Executive acknowledges that:(i)Executive has carefully read this Agreement;(ii)Executive has had at least 21 days to consider this Agreement before the execution and delivery1  hereof to the Company;(iii)Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discussthis Agreement with an attorney of Executive’s choice and that Executive has had adequateopportunity to do so; and(iv)Executive fully understands the final and binding effect of this Agreement; the only promises made toExecutive to sign this Agreement are those stated in the Employment Agreement and herein; andExecutive is signing this Agreement voluntarily and of Executive’s own free will, and that Executiveunderstands and agrees to each of the terms of this Agreement.Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery (and therefore theeffectiveness) of this Agreement within the seven day period beginning on the date Executive delivers this Agreement to theCompany (such seven day period being referred to herein as the “Release Revocation Period”). To be effective, such revocationmust be in writing signed by Executive and must be delivered to the address of the Chief Executive Officer of the Companybefore 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. If an effective revocation is deliveredin the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. Noconsideration shall be paid if this Agreement is revoked by Executive in the foregoing manner.Executed on this _______day of _____________, _______. STATE OF § §COUNTY OF § BEFORE ME, the undersigned authority personally appeared ___________________________, by me known or whoproduced valid identification as described below, who executed the foregoing instrument and acknowledged before me that hesubscribed to such instrument on this ___________ day of ______________, ________. NOTARY PUBLIC in and for the State of ____________ My Commission Expires: ____________ Identification produced: 2  EXHIBIT AFORM OF SIGN ON STOCK INCENTIVE AWARD AGREEMENT(See attached)  EXHIBIT BAPPROVED OTHER INTERESTS1.Consulting Agreement with DigitalGlobe, Inc. expiring on February 1, 20182.Service on the Board of Colorado Public Radio Exhibit 10.6Executed VersionSIXTH AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENTTHIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this“Amendment”), dated to be effective as of October 3, 2017 (the “Amendment Effective Date”), is entered into by andamong CARDTRONICS plc, an English public limited company (the “Parent”), the other Obligors (as defined in theCredit Agreement defined below) party hereto, the Lenders (as defined below) party hereto and JPMORGAN CHASEBANK, N.A. (“JPMorgan”), as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).PRELIMINARY STATEMENTWHEREAS, the Parent, the other Obligors party thereto, the lenders party thereto (the “Lenders”) and theAdministrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of April 24, 2014 (asamended, the “Credit Agreement”); andWHEREAS, the Parent has now asked the Administrative Agent and the Lenders to amend certainprovisions of the Credit Agreement; andWHEREAS, the Administrative Agent and the Lenders are willing to do so subject to the terms andconditions set forth herein, provided that the Obligors ratify and confirm all of their respective obligations under the CreditAgreement and the other Loan Documents;NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto agree as follows:1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meaningsassigned to them in the Credit Agreement.2. Amendments to Credit Agreement. (a) The Credit Agreement (exclusive of the Exhibits and Schedules thereto) is hereby amended to readin its entirety as set forth on Annex A attached hereto.(b) The Schedules to the Credit Agreement are hereby amended to add a new Schedule 1.01 thereto inthe form attached hereto as Schedule 1.01.(c) Exhibit 2.03 and Exhibit 2.07 to the Credit Agreement are hereby amended to read in their entiretyas set forth on Exhibit 2.03 and Exhibit 2.07 attached hereto, respectively.3. Conditions Precedent. This Amendment shall be effective as of the Amendment Effective Dateupon satisfaction of the following conditions precedent:(a) no Default or Event of Default shall exist; (b) the Administrative Agent shall have received counterparts of this Amendment, duly executed bythe Borrowers, the other Obligors party hereto and the Lenders; and(c) the Administrative Agent shall have received all fees and other amounts due and payable on orprior to the date hereof, including the reasonable fees and expenses of legal counsel to the Administrative Agent.4. Ratification. Each Obligor hereby ratifies all of its Obligations under the Credit Agreement andeach of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each ofthe other Loan Documents to which it is a party are and shall continue to be in full force and effect as amended andmodified by this Amendment. Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, securityinterest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documentsnor is any Obligor released from any covenant, warranty or obligation created by or contained herein or therein.5. Representations and Warranties. Each Obligor hereby represents and warrants to the Lenders andthe Administrative Agent that (a) this Amendment has been duly executed and delivered on behalf of such Obligor, (b) thisAmendment constitutes a valid and legally binding agreement enforceable against such Obligor in accordance with itsterms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affectingcreditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding inequity or at law, (c) the representations and warranties contained in the Credit Agreement and the other Loan Documents towhich 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 datehereof, except for such representations and warranties as are by their express terms limited to a specific date, in which casesuch representations and warranties were true and correct in all material respects as of such specific date; provided that, ineither case, to the extent any such representation and warranty is qualified by Material Adverse Effect or materialityqualifier, such representation and warranty is true and correct in all respects, (d) no Default or Event of Default exists underthe Credit Agreement or under any other Loan Document or will result immediately upon giving effect to this Amendmentand (e) the execution, delivery and performance of this Amendment has been duly authorized by such Obligor.6. Counterparts. This Amendment may be signed in any number of counterparts, which may bedelivered in original, facsimile or electronic form each of which shall be construed as an original, but all of which togethershall constitute one and the same instrument.7. Governing Law. This Amendment shall be construed in accordance with and governed by the Lawof the State of New York without regard to any choice-of-law provisions that would require the application of the law ofanother jurisdiction.8. Amendment is a Loan Document; References to the Credit Agreement. This Amendment is a LoanDocument, as defined in the Credit Agreement. All references in the Credit Agreement to “this Agreement” mean the Credit Agreement as amended by this Amendment. 9. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT ANDTHE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ANDMAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENTORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONGTHE PARTIES.[Signature pages follow] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized as of the date first above written. BORROWERS: CARDTRONICS PLC By:/s/ Edward H. West Name:Edward H. West Title:Chief Financial Officer CARDTRONICS HOLDINGS LIMITED By:/s/ Edward H. West Name:Edward H. West Title:Director CATM HOLDINGS LLC By:/s/ Edward H. West Name:Edward H. West Title:Director and Chief Financial Officer CARDTRONICS USA, INC. By:/s/ Edward H. West Name:Edward H. West Title:Chief Financial Officer CARDTRONICS EUROPE LIMITED By:/s/ Jana Hile Name:Jana Hile Title:Director [Continued on following page]  CARDTRONICS UK LIMITED By:/s/ Jana Hile Name:Jana Hile Title:Director CATM EUROPE HOLDINGS LIMITED By:/s/ Jana Hile Name:Jana Hile Title:Director CARDTRONICS AUSTRALASIA PTY LTD. in accordance with section 127 of the Corporations Act2001 (Cth) by a director and secretary/director: By:/s/ Jana Hile Name:Jana Hile Title:Director By:/s/ Matthew Thomas Name:Matthew Thomas Title:Director CARDTRONICS CANADA HOLDINGS ULC By:/s/ Patrick Moriarty Name:Patrick Moriarty Title:Chief Financial Officer  CREDIT FACILITY GUARANTORS: CARDTRONICS, INC. By:/s/ Edward H. West Name:Edward H. West Title:Chief Financial Officer ATM NATIONAL, LLC By:/s/ Edward H. West Name:Edward H. West Title:Chief Financial Officer CATM NORTH AMERICA HOLDINGS LIMITED By:/s/ Edward H. West Name:Edward H. West Title:Director CATM AUSTRALASIA HOLDINGS LIMITED By:/s/ Edward H. West Name:Edward H. West Title:Director [Continued on following page]  CARDTRONICS CANADA LIMITEDPARTNERSHIP By:Cardtronics Canada Operations Inc., its GeneralPartner By:/s/ Patrick Moriarty Name:Patrick Moriarty Title:Chief Financial Officer CARDTRONICS CANADA ATM PROCESSINGPARTNERSHIP By:Cardtronics Canada Operations Inc., its ManagingPartner By:/s/ Patrick Moriarty Name:Patrick Moriarty Title:Chief Financial Officer SUNWIN SERVICES GROUP (2010) LTD. By:/s/ Michael J. Pinder Name:Michael J. Pinder Title:Director By:/s/ A. Dean Shaw Name:A. Dean Shaw Title:Director  CFC GUARANTORS: CARDTRONICS HOLDINGS, LLC By:/s/ Edward H. West Name:Edward H. West Title:Chief Financial Officer CARDPOINT LIMITED By:/s/ Jana Hile Name:Jana Hile Title:Director  ADMINISTRATIVE AGENT AND LENDER: JPMORGAN CHASE BANK, N.A. By:/s/ Daglas Panchal Name:Daglas Panchal Title:Executive Director JPMORGAN CHASE BANK, N.A., TORONTOBRANCH By:/s/ Deborah Booth Name:Deborah Booth Title:Executive Director  LENDER: BANK OF AMERICA, N.A. By:/s/ Adam Rose Name:Adam Rose Title:Senior Vice President  LENDER: WELLS FARGO BANK, N.A. By:/s/ Joanna Mitchell Name:Joanna Mitchell Title:Senior Vice President  LENDER: COMPASS BANK By:/s/ Collis Sanders Name:Collis Sanders Title:Executive Vice President  LENDER: ZB, N.A. dba AMEGY BANK By:/s/ Natalie Garza Name:Natalie Garza Title:Senior Vice President  LENDER: CANADIAN IMPERIAL BANK OF COMMERCE By:/s/ Andrew Roberts Name:Andrew Roberts Title:Authorized Signatory By:/s/ Peter Holowach Name:Peter Holowach Title:Authorized Signatory  LENDER: CAPITAL ONE, N.A. By:/s/ Sallye Cielencki Name:Sallye Cielencki Title:SVP / Underwriter V  LENDER: THE ROYAL BANK OF SCOTLAND PLC By:/s/ Loreana Testa Name:Loreana Testa Title:Associate Director  LENDER: SANTANDER BANK, N.A. By:/s/ Andres Barbosa Name:Andres Barbosa Title:Executive Director  LENDER: HSBC BANK USA, N.A. By:/s/ Michael Bustios Name:Michael Bustios Title:Vice President, 20556  LENDER: BARCLAYS BANK PLC By:/s/ Gill Skala Name:Gill Skala Title:Director  LENDER: THE BANK OF NOVA SCOTIA By:/s/ Mauricio Saishio Name:Mauricio Saishio Title:Director  LENDER: FROST BANK By:/s/ Michelle Huth Name:Michelle Huth Title:Market President SCHEDULE 1.01NON-PRO RATA ALTERNATIVE CURRENCIES AND LENDERSCurrencyAvailable for SwinglineLoans and Letters ofCredit?Lenders That Have Agreed toFund Revolving Loans in SaidCurrencyRandYesJPMorgan Chase Bank, N.A.Bank of America, N.A.Wells Fargo Bank, N.A.Compass BankZB, N.A., dba Amegy BankCapital One, N.A.The Royal Bank of Scotland plcBarclays Bank plc EXHIBIT 2.03FORM OF BORROWING REQUEST[Administrative Agent in the case of a Borrowing in Dollars] JPMorgan Chase Bank, N.A.Loan and Agency Service GroupYuvette Owens10 South Dearborn, Floor 97Chicago, IL 60603-2300Telecopy No: 888-303-9732Telephone No. (for confirmation): 312-385-7021Email: jpm.agency.servicing.1@jpmchase.com [Alternative Currency Agent in the case of a Borrowing in an Alternative Currency (other than Canadian Dollars)] J.P. Morgan Europe Limited25 Bank StreetCanary WharfLondon E14 5JPAttn: Loans AgencyTelecopy No. 44 207 777 2360Email: loan_and_agency_london@jpmorgan.com [Alternative Currency Agent in the case of a Borrowing in Canadian Dollars)] JPMorgan Chase Bank, N.A.10 S. Dearborn, Floor L2Chicago, IL 60603Attention: Jessica GallegosTelephone Number: (312) 954-2097Email: CLS.CAD.Chicago@jpmorgan.com Re:Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) dated as of April 24,2014, by and among Cardtronics plc, the other Obligors party thereto, the Lenders party thereto,JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Europe Limited, as AlternativeCurrency Agent for the Lenders Ladies and Gentlemen:Pursuant to the Credit Agreement, the undersigned Borrower hereby makes the requests indicated below:  (a)Amount of Borrowing: ______________ (b)Requested date of Borrowing: ___________________ (c)Type of Borrowing: _________ ABR Borrowing; _________ Canadian Prime Rate Borrowing; _________ CDOR Borrowing; _________ Eurocurrency Borrowing; _________ BBSY Borrowing; or _________ JIBAR Borrowing. (d)Requested currency for Eurocurrency Borrowing: ______________ (e)Requested Interest Period for Eurocurrency Borrowing, CDOR Borrowing, BBSYBorrowing or JIBAR Borrowing: ______________ (f)Location and number of account to which funds are to be disbursed: ___________________ ___________________ The undersigned certifies that [s]he is authorized to execute this request on behalf of the undersignedBorrower. The undersigned Borrower represents and warrants that (i) it is entitled to receive the requested Borrowingunder the terms and conditions of the Credit Agreement and that no Default or Event of Default shall exist or will occur asa result of the making of such requested Borrowing; and (ii) the representations and warranties of the Parent and theRestricted Subsidiaries set forth in the Credit Agreement or any other Loan Document shall be true and correct in allmaterial respects on and as of the date of the requested Borrowing; provided, that to the extent such representations andwarranties were made as of a specific date, the same were true and correct in all material respects as of such specific date;provided further, in either case, to the extent any such representation or warranty is qualified by Material Adverse Effect ormateriality qualifier, such representation shall be true and correct in all respects.Each capitalized term used but not defined herein shall have the meaning assigned to such term in the CreditAgreement.  Very truly yours, [_______________] By: Name: Title: Conformed Version IncludingSixth Amendment dated October 3, 2017 EXHIBIT 2.07FORM OF INTEREST ELECTION REQUEST[Administrative Agent in the case of a Borrowing in Dollars] JPMorgan Chase Bank, N.A.Loan and Agency Service GroupYuvette Owens10 South Dearborn, Floor 97Chicago, IL 60603-2300Telecopy No: 888-303-9732Telephone No. (for confirmation): 312-385-7021Email: jpm.agency.servicing.1@jpmchase.com [Alternative Currency Agent in the case of a Borrowing in an Alternative Currency (other thanCanadian Dollars)] J.P. Morgan Europe Limited25 Bank StreetCanary WharfLondon E14 5JPAttn: Loans AgencyTelecopy No. 44 207 777 2360Email: loan_and_agency_london@jpmorgan.com [Alternative Currency Agent in the case of a Borrowing in Canadian Dollars)] JPMorgan Chase Bank, N.A.10 S. Dearborn, Floor L2Chicago, IL 60603Attention: Jessica GallegosTelephone Number: (312) 954-2097Email: CLS.CAD.Chicago@jpmorgan.com Re:Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) datedas of April 24, 2014, by and among Cardtronics plc, the other Obligors party thereto,the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent andJ.P. Morgan Europe Limited, as Alternative Currency Agent for the Lenders Ladies and Gentlemen: Conformed Version IncludingSixth Amendment dated October 3, 2017 Pursuant to the Credit Agreement, the undersigned Borrower hereby makes the requestsindicated below:(a) The Borrowing to which this Interest Election Request applies is as follows: Conformed Version IncludingSixth Amendment dated October 3, 2017 (a) Date of Borrowing:(b) Type of Borrowing:(c) Interest Period:(d) Aggregate amount to be [converted] [continued]:(b) The effective date of the election made pursuant to this Interest Election Request is .(c) The Borrowing resulting from this Interest Election Request shall be [a] [an]_______________ Borrowing.(d) The Interest Period applicable to the resulting Borrowing is _________________.The undersigned certifies that [s]he is authorized to execute this request on behalf of theundersigned Borrower. The undersigned Borrower represents and warrants that (i) it is entitled toreceive the requested Borrowing under the terms and conditions of the Credit Agreement and that noDefault or Event of Default shall exist or will occur as a result of the making of such requestedBorrowing; and (ii) the representations and warranties of the Parent and the Restricted Subsidiaries setforth in the Credit Agreement or any other Loan Document shall be true and correct in all materialrespects on and as of the date of the requested Borrowing; provided, that to the extent suchrepresentations and warranties were made as of a specific date, the same were true and correct in allmaterial respects as of such specific date; provided further, in either case, to the extent any suchrepresentation or warranty is qualified by Material Adverse Effect or materiality qualifier, suchrepresentation shall be true and correct in all respects.Each capitalized term used but not defined herein shall have the meaning assigned to such termin the Credit Agreement. Very truly yours, [_______________] By: Name: Title: Conformed Version IncludingSixth Amendment dated October 3, 2017 AMENDED AND RESTATED CREDIT AGREEMENTdated as ofApril 24, 2014amongCARDTRONICS PLCThe Other Obligors Party Hereto,The Lenders Party Hereto,JPMORGAN CHASE BANK, N.A.,as Administrative Agent,J.P. MORGAN EUROPE LIMITED,as Alternative Currency Agent,BANK OF AMERICA, N.A.,as Syndication AgentandWELLS FARGO BANK, N.A.,as Documentation Agent*****J.P. MORGAN SECURITIES LLC,MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATEDandWELLS FARGO SECURITIES, LLC,as Joint Bookrunners and Co-Lead Arrangers  TABLE OF CONTENTSPageARTICLE I Definitions1Section 1.01 Defined Terms1Section 1.02 Classification of Loans and Borrowings33Section 1.03 Terms Generally33Section 1.04 Accounting Terms; GAAP33Section 1.05 Determination of Equivalent Amounts33Section 1.06 Additional Alternative Currencies34ARTICLE II The Credits34Section 2.01 Commitments34Section 2.02 Loans and Borrowings35Section 2.03 Requests for Borrowings36Section 2.04 Swingline Loans37Section 2.05 Letters of Credit38Section 2.06 Funding of Borrowings43Section 2.07 Interest Elections44Section 2.08 Termination and Reduction of Commitments45Section 2.09 Repayment of Loans; Evidence of Debt46Section 2.10 Prepayment of Loans47Section 2.11 Fees47Section 2.12 Interest48Section 2.13 Market Disruption; Alternate Rate of Interest49Section 2.14 Increased Costs51Section 2.15 Break Funding Payments52Section 2.16 Taxes53Section 2.17 Payments; Generally; Pro Rata Treatment; Sharing of Set-offs59Section 2.18 Mitigation Obligations; Replacement of Lenders61Section 2.19 Increase of Commitments61Section 2.20 Defaulting Lenders62Section 2.21 Illegality65Section 2.22 Judgment Currency65ARTICLE III Representations and Warranties66Section 3.01 Organization66Section 3.02 Authority Relative to this Agreement66Section 3.03 No Violation66Section 3.04 Financial Statements67Section 3.05 No Undisclosed Liabilities67Section 3.06 Litigation68Section 3.07 Compliance with Law68Section 3.08 Properties68Section 3.09 Intellectual Property68Section 3.10 Taxes69(i)  Section 3.11 Environmental Compliance69Section 3.12 Labor Matters70Section 3.13 Investment Company Status70Section 3.14 Insurance70Section 3.15 Solvency70Section 3.16 ERISA71Section 3.17 Disclosure71Section 3.18 Margin Stock71Section 3.19 Anti-Corruption Laws and Sanctions71ARTICLE IV Conditions71Section 4.01 Effective Date71Section 4.02 Each Credit Event73ARTICLE V Affirmative Covenants73Section 5.01 Financial Statements74Section 5.02 Notices of Material Events75Section 5.03 Existence; Conduct of Business76Section 5.04 Payment of Obligations76Section 5.05 Maintenance of Properties; Insurance76Section 5.06 Books and Records; Inspection Rights76Section 5.07 Compliance with Laws77Section 5.08 Use of Proceeds and Letters of Credit77Section 5.09 Additional Guarantors; Termination of Guarantees77Section 5.10 Additional Borrowers; Removal of Borrowers79Section 5.11 Compliance with ERISA81Section 5.12 Compliance With Agreements81Section 5.13 Compliance with Environmental Laws; Environmental Reports81Section 5.14 Maintain Business82Section 5.15 Further Assurances82ARTICLE VI Negative Covenants82Section 6.01 Indebtedness82Section 6.02 Liens83Section 6.03 Fundamental Changes84Section 6.04 Asset Sales85Section 6.05 Investments86Section 6.06 Swap Agreements86Section 6.07 Restricted Payments87Section 6.08 Prepayments of Indebtedness88Section 6.09 Transactions with Affiliates88Section 6.10 Restrictive Agreements89Section 6.11 Business Acquisitions89Section 6.12 Constitutive Documents90Section 6.13 Capital Expenditures90Section 6.14 Amendment of Existing Indebtedness90Section 6.15 Changes in Fiscal Year90(ii)  Section 6.16 Senior Secured Net Leverage Ratio90Section 6.17 Total Net Leverage Ratio91Section 6.18 Fixed Charge Coverage Ratio91ARTICLE VII Events of Default and Remedies91Section 7.01 Events of Default91Section 7.02 Cash Collateral93ARTICLE VIII The Administrative Agent93ARTICLE IX Guarantee95Section 9.01 The Guarantee95Section 9.02 Guaranty Unconditional96Section 9.03 Discharge Only upon Payment in Full; Reinstatement In CertainCircumstances97Section 9.04 Waiver by Each Guarantor98Section 9.05 Subrogation98Section 9.06 Stay of Acceleration98Section 9.07 Limit of Liability99Section 9.08 Release upon Sale99Section 9.09 Benefit to Guarantor99Section 9.10 Keepwell99ARTICLE X Miscellaneous100Section 10.01 Notices100Section 10.02 Waivers; Amendments102Section 10.03 Expenses; Indemnity; Damage Waiver103Section 10.04 Successors and Assigns105Section 10.05 Survival109Section 10.06 Counterparts; Integration; Effectiveness109Section 10.07 Severability109Section 10.08 Right of Setoff109Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process110Section 10.10 WAIVER OF JURY TRIAL110Section 10.11 Headings111Section 10.12 Confidentiality111Section 10.13 Interest Rate Limitation112Section 10.14 USA Patriot Act112Section 10.15 Amendment and Restatement112Section 10.16 Limitation of Liability of CFC Subsidiaries113Section 10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions113 (iii)  SCHEDULES: Schedule 1.01--Non-Pro Rata Alternative Currencies and LendersSchedule 2.01--CommitmentsSchedule 2.05--Existing Letters of CreditSchedule 6.01--Existing IndebtednessSchedule 6.02--Existing LiensSchedule 6.05--Existing InvestmentsSchedule 6.10--Restrictive AgreementsEXHIBITS: Exhibit 1.1A--Form of AddendumExhibit 1.1B--Form of Assignment and AssumptionExhibit 1.1C--Form of New Lender AgreementExhibit 2.03--Form of Borrowing RequestExhibit 2.07--Form of Interest Election RequestExhibit 2.16--Forms of U.S. Tax Compliance CertificateExhibit 5.01(c)--Form of Compliance CertificateExhibit 5.10--Form of Borrower Accession Agreement (iv)  AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as ofApril 24, 2014 (the “Effective Date”), among Cardtronics plc, an English public limited company(“Parent”), the other Obligors party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A., asAdministrative Agent, J.P. Morgan Europe Limited, as Alternative Currency Agent, Bank of America,N.A., as Syndication Agent and Wells Fargo Bank, N.A., as Documentation Agent.PRELIMINARY STATEMENT:WHEREAS, Cardtronics, Inc., a Delaware corporation (the “Company”), is party to thatcertain Credit Agreement dated July 15, 2010 (as amended, the “Existing Credit Agreement”) amongthe Company, the Lenders party thereto, the Obligors party thereto, JPMorgan Chase Bank, N.A., asadministrative agent for such lenders, and J.P. Morgan Europe Limited, as alternative currency agent;andWHEREAS, the Company, the Obligors, the Administrative Agent, the Alternative CurrencyAgent and the Lenders mutually desire to amend and restate the Existing Credit Agreement in itsentirety;NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forthherein, the Company, the Obligors, the Administrative Agent, the Alternative Currency Agent and theLenders agree that the Existing Credit Agreement is amended and restated in its entirety as follows:ARTICLE IDefinitionsSection 1.01 Defined Terms.As used in this Agreement, the following terms have the meanings specified below:“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or theLoans comprising such Borrowing, are bearing interest at a rate determined by reference to theAlternate Base Rate.“Addendum” means the applicable agreement attached hereto as part of Exhibit 1.1A.“Additional Borrower” means any Person that becomes a Borrower pursuant to Section 5.10.“Adjusted LIBO Rate” means (a) with respect to any Eurocurrency Borrowing denominated inDollars for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next1/100 of 1%) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the StatutoryReserve Rate and (b) with respect to any Eurocurrency Borrowing denominated in an AlternativeCurrency for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next1/100 of 1%) equal to the LIBO Rate for such Interest Period.1  “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrativeagent for the Lenders hereunder.“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.“Affiliate” means, with respect to a specified Person at any date, another Person that directly, orindirectly through one or more intermediaries, Controls or is Controlled by or is under common Controlwith the Person specified.“Agreed Alternative Currency” means (a) Pounds Sterling, (b) Euros, (c) Canadian Dollars, (d)Australian Dollars and (e) a currency, in the case of any Loan, that is readily available in the amountrequired and freely convertible into Dollars in the London interbank market on the Quotation Day forsuch Loan and the date such Loan is to be advanced and, in the case of any Letter of Credit, in whichthe Issuing Lender has agreed to issue Letters of Credit, in each case, as such currency has beenapproved in writing (including by email) by the Administrative Agent and each Lender.“Agreement” has the meaning set forth in the introductory paragraph hereof.“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) thePrime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus ½ of 1% and (c) theAdjusted LIBO Rate for an interest period of one month plus 1%. Any change in the Alternate BaseRate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effectivefrom and including the effective date of such change in the Prime Rate, the FRBNY Rate or theAdjusted LIBO Rate, respectively.“Alternative Currency” means any Agreed Alternative Currency or any Non-Pro RataAlternative Currency.“Alternative Currency Agent” means J.P. Morgan Europe Limited in London, an Affiliate ofthe Administrative Agent, acting at the request of the Administrative Agent, together with any otherAffiliate or branch of the Administrative Agent acting in such capacity.“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable tothe Parent or its Subsidiaries from time to time concerning or relating to bribery or corruption.“Applicable Margin” means, on any day, the applicable per annum percentage set forth at theappropriate intersection in the table shown below, based on the Total Net Leverage Ratio for the mostrecently ended trailing four-quarter period with respect to which the Parent is required to havedelivered the financial statements pursuant to Section 5.01 hereof (as such Total Net Leverage Ratio iscalculated on Exhibit C of the Compliance Certificate delivered under Section 5.01(c) by the Parent inconnection with such financial statement):2  LevelTotal NetLeverage RatioApplicable Marginfor Eurocurrency,CDOR and BBSYLoans Applicable Marginfor JIBAR LoansApplicableMargin for ABRand CanadianPrime Rate Loans IX > 3.252.25%2.50%1.25%II3.25 > X > 2.752.00%2.25%1.00%III2.75 > X > 2.251.75%2.00%0.75%IV2.25 > X > 1.751.50%1.75%0.50%V1.75 > X > 1.251.25%1.50%0.25%VI1.25 > X1.00%1.25%0.00% Each change in the Applicable Margin shall take effect on each date on which such financialstatements and Compliance Certificate are required to be delivered pursuant to Section 5.01,commencing with the date on which such financials statements and Compliance Certificate are requiredto be delivered for the four-quarter period ending June 30, 2014. Notwithstanding the foregoing, forthe period from the Effective Date through the date the financial statements and Compliance Certificateare required to be delivered pursuant to Section 5.01 for the fiscal quarter ended June 30, 2014, theApplicable Margin shall be determined at Level III. In the event that any financial statement deliveredpursuant to Section 5.01 is shown to be inaccurate when delivered (regardless of whether thisAgreement or the Commitments are in effect when such inaccuracy is discovered), and suchinaccuracy, if corrected, would have led to the application of a higher Applicable Margin for anyperiod (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, andonly in such case, then the Parent shall immediately (i) deliver to the Administrative Agent correctedfinancial statements for such Applicable Period, (ii) determine the Applicable Margin for suchApplicable Period based upon the corrected financial statements, and (iii) immediately pay to theAdministrative Agent the accrued additional interest owing as a result of such increased ApplicableMargin for such Applicable Period, which payment shall be promptly applied by the AdministrativeAgent in accordance with Section 2.17. This provision is in addition to the rights of the AdministrativeAgent and the Lenders with respect to Section 2.12(e) and their other respective rights under thisAgreement. If the Parent fails to deliver the financial statements and corresponding ComplianceCertificate to the Administrative Agent at the time required pursuant to Section 5.01, then effective asof the date such financial statements and corresponding Compliance Certificate were required to bedelivered pursuant to Section 5.01, the Applicable Margin shall be determined at Level I and shallremain at such level until the date such financial statements and corresponding Compliance Certificateare so delivered by the Parent. In the event that any such financial statement, if corrected, would haveled to the application of a lower Applicable Margin for the Applicable Period than the ApplicableMargin applied for such Applicable Period, the Administrative Agent shall, at the request of the Parent,send out a single notice to the Lenders requesting refund to the Administrative Agent of anyoverpayment of interest relating thereto. The Administrative Agent shall promptly remit any amountsreceived to the Parent.“Applicable Percentage” means, with respect to any Lender, the percentage of the totalCommitments represented by such Lender’s Commitment; provided that in the case of Section 2.20when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the totalCommitments (disregarding any Defaulting Lender’s Commitment) represented by such3  Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentagesshall be determined based upon the Revolving Credit Exposure, giving effect to any Lender’s status asa Defaulting Lender at the time of determination.“Arrangers” means, collectively, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &Smith, Incorporated and Wells Fargo Securities, LLC.“Asset Sale” means the sale, transfer, lease or disposition by the Parent or any RestrictedSubsidiary of (a) any of the Equity Interest in any Restricted Subsidiary, (b) substantially all of theassets of any division, business unit or line of business of the Parent or any Restricted Subsidiary, or (c)any other assets (whether tangible or intangible) of the Parent or any Restricted Subsidiary including,without limitation, any accounts receivable.“Assignment and Assumption” means an assignment and assumption entered into by a Lenderand an assignee (with the consent of any party whose consent is required by Section 10.04), andaccepted by the Administrative Agent (which acceptance may not be unreasonably withheld ordelayed), in the form of Exhibit 1.1B or any other form approved by the Administrative Agent.“ATM Equipment” means automated teller machines and related equipment.“Australian Dollars” means the lawful currency of Australia.“Availability Period” means the period from and including the Effective Date to but excludingthe earlier of the Termination Date and the date of termination of all of the Commitments as set forthherein.“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by theapplicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, theimplementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.“Bank Bill Swap Reference Rate” means, with respect to any Borrowing denominated inAustralian Dollars for any Interest Period, (a) the applicable Screen Rate at or about 10:30 a.m. Sydneytime on the Quotation Day or (b) if no Screen Rate is available for such Interest Period, the applicableInterpolated Rate as of such time on the Quotation Day, or if applicable pursuant to Section 2.13(a), theapplicable Reference Bank Rate as of such time on the Quotation Day.“Bank Products” means each and any of the following bank services provided to any Obligorby a Lender or any of its Affiliates: (a) commercial credit cards, (b) commercial checking accounts, (c)stored value cards and (d) treasury management services (including, without limitation, controlleddisbursements, automated clearinghouse transactions, return items, overdraft and interstate depositorynetwork services); provided that Bank Products shall specifically exclude services and fees in respectof vault cash or cash for use in ATM Equipment.4  “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of abankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,custodian, assignee for the benefit of creditors or similar Person charged with the reorganization orliquidation of its business or assets appointed for it, including the Federal Deposit InsuranceCorporation or any state or federal regulatory authority acting in such capacity, or, in the good faithdetermination of the Administrative Agent, has taken any action in furtherance of, or indicating itsconsent to, approval of, or acquiescence in, any such proceeding or appointment, provided that aBankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of anyownership interest, in such Person or any direct or indirect parent company thereof by a GovernmentalAuthority or instrumentality thereof, provided, further, that such ownership interest does not result inor provide such Person with immunity from the jurisdiction of courts within the United States or fromthe enforcement of judgments or writs of attachment on its assets or permit such Person (or suchGovernmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts oragreements made by such Person.“BBSY” when used in reference to any Loan or Borrowing, refers to whether such Loan, orthe Loans comprising such Borrowing, are bearing interest at a rate determined by reference to theBank Bill Swap Reference Rate.“Board” means the Board of Governors of the Federal Reserve System of the United States ofAmerica.“Borrower Accession Agreement” means an agreement in the form of Exhibit 5.10.“Borrowers” means the Parent, U.K. Holdco, U.S. Holdco, CATM USA, Cardtronics Europe,CATM UK, the Canadian Borrower, CATM Europe Holdings Limited, Cardtronics Australasia PtyPtd. and any other Wholly-Owned Restricted Subsidiary that becomes a Borrower hereunder pursuantto Section 5.10(a), and “Borrower” means any one of them.“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued onthe same date and, in the case of Eurocurrency Loans, CDOR Loans, BBSY Loans and JIBAR Loans,as to which a single Interest Period is in effect or (b) a Swingline Loan.“Borrowing Request” means a request by a Borrower for a Borrowing in accordance withSection 2.03 and substantially in the form attached hereto as Exhibit 2.03 or such other formreasonably acceptable to the Administrative Agent.“Business Acquisition” means (a) an Investment by the Parent or any Restricted Subsidiary inany other Person pursuant to which such Person shall become a Subsidiary or shall be merged into orconsolidated with the Parent or any Restricted Subsidiary or (b) an acquisition by the Parent or anyRestricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutessubstantially all of the assets of such Person or any division or other business unit of such Person.“Business Day” means any day that is not a Saturday, Sunday or other day on whichcommercial banks in New York City, New York or Houston, Texas are authorized or required by Lawto remain closed; provided that (a) when used in connection with a Eurocurrency Loan, the term“Business Day” shall also exclude any day on which banks are not open for dealings in the5  applicable currency in the London interbank market or the principal financial center of the country inwhich payment or purchase of such currency, (b) when used in connection with a CDOR or CanadianPrime Rate Loan, the term “Business Day” shall also exclude any day on which commercial banks inToronto are authorized or required by Law to remain closed, (c) when used in connection with aBBSY Borrowing, the term “Business Day” shall also exclude any day on which commercial banks inSydney are authorized or required by Law to remain closed, (d) when used in connection with aJIBAR Borrowing, the term “Business Day” shall also exclude any day on which commercial banks inJohannesburg are authorized or required by Law to remain closed and (e) if the Borrowings which arethe subject of a borrowing, draw, payment, reimbursement or rate selection are denominated in Euros,the term “Business Day” shall also exclude any day that is not a TARGET Day.“Call Spread Counterparties” means one or more financial institutions selected by theCompany.“Canadian Borrower” means Cardtronics Canada Holdings ULC.“Canadian Dealer Offered Rate” means, with respect to any Borrowing denominated inCanadian Dollars for any Interest Period, (a) the applicable Screen Rate at or about 10:00 a.m. Torontotime on the Quotation Day or (b) if no Screen Rate is available for such Interest Period, the applicableInterpolated Rate as of such time on the Quotation Day, or if applicable pursuant to Section 2.13(a), therate quoted by the Administrative Agent as of such time on the Quotation Day, plus, in each case,0.10% per annum.“Canadian Dollars” means the lawful currency of Canada.“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent tobe the higher of (a) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published byBloomberg, any other information services that publishes such index from time to time, as selected bythe Administrative Agent in its reasonable discretion) and (ii) the average rate for 30 day CanadianDollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such ratedoes not appear on such page or screen, on any successor or substitute page or screen that displayssuch rate, or on the appropriate page of such other information service that publishes such rate fromtime to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Torontotime on such day, plus 1% per annum; provided, that if any of the above rates shall be less than zero,such rate shall be deemed to be zero for purposes of this Agreement. Any change in the CanadianPrime Rate due to a change in the PRIMCAN Index or the CDOR Rate shall be effective from andincluding the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively.“Capital Expenditures” means expenditures in respect of fixed or capital assets, including thecapital portion of the lease payments made in respect of Capital Lease Obligations in each case whichare required to be capitalized on a balance sheet prepared in accordance with GAAP, but excludingexpenditures for the repair or replacement of any fixed or capital assets which were destroyed,damaged, lost or stolen, in whole or in part, to the extent financed by the proceeds of an insurancepolicy; provided that, in the case of any Restricted Subsidiary that is not a Wholly-6  Owned Subsidiary, the amount of Capital Expenditures attributed to such Restricted Subsidiary shallbe the Owned Percentage of the amount that would otherwise be included in the absence of thisproviso.“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent orother amounts under any lease of (or other arrangement conveying the right to use) real or personalproperty, or a combination thereof, which obligations are required to be classified and accounted for ascapital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shallbe the capitalized amount thereof determined in accordance with GAAP.“Cardtronics Europe” means Cardtronics Europe Limited, a private company incorporatedunder English law.“Cash Interest Expense” means, for any period, for the Parent and the Restricted Subsidiarieson a consolidated basis, all cash interest payments made during such period (including the portion ofrents payable under Capital Lease Obligations allocable to interest); provided that, in the case of anyRestricted Subsidiary that is not a Wholly-Owned Subsidiary, the amount of Cash Interest Expenseattributed to such Restricted Subsidiary shall be the Owned Percentage of the amount that wouldotherwise be included in the absence of this proviso.“CATM UK” means Cardtronics UK Limited, a private company incorporated under Englishlaw.“CATM USA” means Cardtronics USA, Inc., a Delaware corporation.“CDOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, orthe Loans comprising such Borrowing, are bearing interest at a rate determined by reference to theCanadian Dealer Offered Rate.“CFC” means a “controlled foreign corporation” as defined in Section 957 of the Code.“CFC Borrower” means (a) each Borrower that is a CFC, (b) any Borrower that is owned by aCFC and classified as a partnership or disregarded entity, in each case for U.S. federal income taxpurposes and (c) each Additional Borrower that is described in clause (a) or (b) above and designatedby the Borrower as a CFC Borrower pursuant to Section 5.10.“CFC Guarantor” means each CFC Borrower and, subject to Sections 5.09(g) and 9.08, eachMaterial Restricted Subsidiary that is a CFC Subsidiary and each other CFC Subsidiary that is requiredto be, or has otherwise become, a CFC Guarantor pursuant to Section 5.09.“CFC Subsidiary” means any Subsidiary that is (a) a CFC, (b) a U.S. Subsidiary, owneddirectly by another U.S. Subsidiary, substantially all of the assets of which consist of Equity Interestsin, or Indebtedness of, one or more CFCs or (c) owned directly or indirectly by a CFC.“Change in Control” means (a) any Person or group (within the meaning of Rule 13d-5 of theSecurities and Exchange Commission under the Securities Exchange Act of 1934 as in effect on thedate hereof) shall become the ultimate beneficial owner (as defined in Rule 13d-3 of the Securities andExchange Commission under the Securities Exchange Act of 1934 as in effect on7  the date hereof) of issued and outstanding Equity Interests of the Parent representing more than 50% ofthe aggregate voting power in elections for directors of the Parent on a fully diluted basis; or (b) amajority of the members of the board of directors of the Parent shall cease to be either (i) Persons whowere members of the board of directors on the Third Amendment Effective Date or (ii) Persons whobecame members of such board of directors after the Third Amendment Effective Date and whoseelection or nomination was approved by a vote or consent of the majority of the members of the boardof directors that are either described in clause (i) above or who were elected under this clause (ii).“Change in Law” means the occurrence, after the date of this Agreement, of any of thefollowing: (a) the adoption or taking effect of any Law, (b) any change in any Law or in theadministration, interpretation, implementation or application thereof by any Governmental Authority or(c) the making or issuance of any request, rule, guideline or directive (whether or not having the forceof Law) by any Governmental Authority; provided that notwithstanding anything herein to thecontrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,regulations, guidelines or directives promulgated by the Bank for International Settlements, the BaselCommittee on Banking Supervision (or any successor or similar authority) or the United States orforeign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a“Change in Law”, regardless of the date enacted, adopted or issued.“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or theLoans comprising such Borrowing, are Revolving Loans or Swingline Loans.“Code” means the Internal Revenue Code of 1986, as amended from time to time.“Collateral” means all of the property described in the Security Documents serving as securityfor the Loans.“Commitment” means, with respect to each Lender, the commitment of such Lender to makeRevolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder,expressed as an amount representing the maximum aggregate amount of such Lender’s RevolvingCredit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant toSection 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to suchLender pursuant to Section 2.19 or Section 10.04. The initial amount of each Lender’s Commitment isset forth on Schedule 2.01, or in the Assignment and Assumption or other documentation contemplatedhereby pursuant to which such Lender shall have assumed its Commitment, as applicable. As of theFifth Amendment Effective Date, the aggregate amount of the Lenders’ Commitments is$400,000,000.“Commitment Fee Rate” means, on any day, the applicable per annum percentage set forth atthe appropriate intersection in the table shown below, based on the Total Net Leverage Ratio for themost recently ended trailing four-quarter period with respect to which the Parent is required to havedelivered the financial statements pursuant to Section 5.01 hereof (as such Total Net Leverage Ratio iscalculated on Exhibit C of the Compliance Certificate delivered under Section 5.01(c) by the Parent inconnection with such financial statement):8  LevelTotal NetLeverage RatioCommitment Fee RateIX > 3.250.40%II3.25 > X > 2.750.35%III2.75 > X > 2.250.30%IV2.25 > X > 1.750.25%V1.75 > X > 1.250.20%VI1.25 > X0.20% Each change in the Commitment Fee Rate shall take effect on each date on which such financialstatements and Compliance Certificate are required to be delivered pursuant to Section 5.01,commencing with the date on which such financials statements and Compliance Certificate are requiredto be delivered for the four-quarter period ending June 30, 2014. Notwithstanding the foregoing, forthe period from the Effective Date through the date the financial statements and Compliance Certificateare required to be delivered pursuant to Section 5.01 for the fiscal quarter ended June 30, 2014, theCommitment Fee Rate shall be determined at Level III. In the event any financial statement deliveredpursuant to Section 5.01 is shown to be inaccurate when delivered (regardless of whether thisAgreement or the Commitments are in effect when such inaccuracy is discovered), and suchinaccuracy, if corrected, would have led to a higher Commitment Fee Rate for any period (an“Applicable Commitment Fee Period”) than the Commitment Fee Rate applied for such ApplicableCommitment Fee Period, and only in such case, then the Parent shall immediately (i) deliver to theAdministrative Agent corrected financial statements for such Applicable Commitment Fee Period, (ii)determine the Commitment Fee Rate for such Applicable Commitment Fee Period based on thecorrected financial statements, and (iii) immediately pay to the Administrative Agent the additionalaccrued commitment fees owing as a result of such increased Commitment Fee Rate for suchApplicable Commitment Fee Period, which payment shall be promptly applied in accordance withSection 2.11. This provision is in addition to the rights of the Administrative Agent and Lenders withrespect to Section 2.12(e) and their other respective rights under this Agreement. If the Parent fails todeliver the financial statements and corresponding Compliance Certificate to the Administrative Agentat the time required pursuant to Section 5.01, then effective as of the date such financial statements andcorresponding Compliance Certificate were required to be delivered pursuant to Section 5.01, theCommitment Fee Rate shall be determined at Level I and shall remain at such level until the date suchfinancial statements and corresponding Compliance Certificate are so delivered by the Parent. In theevent that any such financial statement, if corrected, would have led to the application of a lowerCommitment Fee Rate for the Applicable Commitment Fee Period than the Commitment Fee Rateapplied for such Applicable Commitment Fee Period, the Administrative Agent shall, at the request ofthe Parent, send out a single notice to the Lenders requesting refund to the Administrative Agent of anyoverpayment of commitment fees relating thereto. The Administrative Agent shall promptly remit anyamounts received to the Parent.“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), asamended from time to time, and any successor statute.“Company” has the meaning given in the preamble hereto.9  “Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).“Computation Date” has the meaning assigned to such term in Section 1.05.“Connection Income Taxes” means Other Connection Taxes that are imposed on or measuredby net income (however denominated) or that are franchise Taxes or branch profits Taxes.“Consolidated Adjusted EBITDA” means, for any period, for the Parent and the RestrictedSubsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period,plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i)Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local and foreignincome taxes payable during such period, (iii) depreciation, accretion and amortization expense and (iv)other extraordinary, non-cash and non-recurring cash expenses reducing such Consolidated NetIncome, provided that any such non-recurring cash expenses shall not exceed $15,000,000 in any fiscalyear, and minus (b) to the extent included in calculating such Consolidated Net Income, all non-cashitems increasing Consolidated Net Income for such period; provided that, in the case of any RestrictedSubsidiary that is not a Wholly-Owned Subsidiary, the amount included in the calculation ofConsolidated Adjusted EBITDA in respect of any such items or components thereof shall be theOwned Percentage of the amount that would otherwise be included in the absence of this proviso.“Consolidated Adjusted Pro Forma EBITDA” means, for any period, for the Parent and theRestricted Subsidiaries on a consolidated basis, Consolidated Adjusted EBITDA for such period,adjusted to include the Consolidated Adjusted EBITDA attributable to Business Acquisitions made inaccordance with Section 6.11 during such period as if such Business Acquisition occurred on the firstday of such period, including adjustments attributable to such Business Acquisitions so long as suchadjustments (a) have been certified by a Financial Officer as having been prepared in good faith basedupon reasonable assumptions, (b) are expected to occur within ninety (90) days of the date suchBusiness Acquisition is consummated, (c) are permitted or required under Regulation S-X of the SECand (d) do not exceed $15,000,000 in the aggregate in any twelve month period.“Consolidated Funded Indebtedness” means, as of the date of determination, for the Parent andthe Restricted Subsidiaries on a consolidated basis, all Indebtedness evidenced by a note, bond,debenture or similar items with regularly scheduled interest payments and a maturity date; providedthat, in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the amount ofIndebtedness attributed to such Restricted Subsidiary shall be the Owned Percentage of the amount thatwould otherwise be included in the absence of this proviso, unless the Parent or any RestrictedSubsidiary that is a Wholly-Owned Subsidiary guaranties a greater percentage than the OwnedPercentage, in which case the amount included in respect of such Indebtedness shall be the percentageso guarantied. For all purposes hereof, the term “Consolidated Funded Indebtedness” shall excludeany operating lease that must be recognized on the balance sheet of such Person as a lease liability andright-of-use asset in accordance with the Financial Accounting Standards Board Update No. 2016-02,dated February 2016 (Leases (Topic 842)), which adopts Accounting Standards Codification 842.10  “Consolidated Interest Expense” means, for any Person, determined on a consolidated basis,the sum of all interest on Indebtedness paid or payable (including the portion of rents payable underCapital Lease Obligations allocable to interest) plus all original issue discounts and other interestexpense associated with Indebtedness amortized or required to be amortized in accordance withGAAP.“Consolidated Net Income” means, for any period, for the Parent and the RestrictedSubsidiaries on a consolidated basis, the net income or loss of the Parent and the RestrictedSubsidiaries for such period determined in accordance with GAAP.“Control” means the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through the ability to exercise votingpower, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.“Convertible Senior Notes” means the Company’s 1.00% Convertible Senior Notes in theprincipal amount of $287,500,000 due 2020.“Credit Facility Guarantor” means each Borrower, subject to Sections 5.09(g) and 9.08, eachMaterial Restricted Subsidiary, and each other Subsidiary that is required to be, or has otherwisebecome, a Credit Facility Guarantor pursuant to Section 5.09; provided, however, that a CreditFacility Guarantor shall not include any such Person to the extent such Person is a CFC Subsidiary.“Credit Party” means the Administrative Agent, the Alternative Currency Agent, the IssuingLender, the Swingline Lender or any other Lender.“Default” means any event or condition that constitutes an Event of Default or that upon notice,lapse of time or both would, unless cured or waived, become an Event of Default.“Default Rate” means (a) with respect to principal payments on the Loans, the rate otherwiseapplicable to such Loans plus 2%, and (b) with respect to all other amounts, the rate otherwiseapplicable to ABR Loans plus 2%.“Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed withintwo Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii)fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to anyCredit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)above, such Lender notifies the Administrative Agent and the Parent in writing that such failure is theresult of such Lender’s determination that a condition precedent to funding specifically identified (andincluding the particular default, if any) has not been satisfied, (b) has notified the Parent or any CreditParty in writing, or has made a public statement to the effect, that it does not intend to comply with anyof its funding obligations under this Agreement (unless such writing or public statement relates to suchLender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’sdetermination that a condition precedent specifically identified and including the particular default, ifany, to funding a Loan under this Agreement cannot be satisfied), (c) has failed, within three BusinessDays after written request by a Credit Party or the Parent, to confirm in writing to the AdministrativeAgent and the Parent that it will11  comply with its prospective funding obligations hereunder (provided that such Lender shall cease to bea Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by theAdministrative Agent and the Parent), or (d) has, or has a direct or indirect parent company that has,become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action. Any determination by theAdministrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)through (d) above shall be conclusive and binding absent manifest error, and such Lender shall bedeemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of suchdetermination to the Parent and each Credit Party.“Dollars” or “$” refers to lawful money of the United States of America.“DTTP Filing” means a HM Revenue & Customs’ Form DTTP2, duly completed and filed byeach U.K. Borrower within the applicable time limit, which contains the scheme reference number andjurisdiction of tax residence provided by the Lender either (i) in writing to the U.K. Borrowers and theAdministrative Agent at the Third Amendment Effective Date, or (ii) if the Lender is not a party to thisAgreement at the Third Amendment Effective Date, to the U.K. Borrowers and the AdministrativeAgent in the Assignment and Assumption of such Lender or such other documentation contemplatedhereby pursuant to which such Lender shall have become a party hereto.“EEA Financial Institution” means (a) any institution established in any EEA Member Countrywhich is subject to the supervision of an EEA Resolution Authority, (b) any entity established in anEEA Member Country which is a parent of an institution described in clause (a) of this definition, or(c) any institution established in an EEA Member Country which is a subsidiary of an institutiondescribed in clauses (a) or (b) of this definition and is subject to consolidated supervision with itsparent.“EEA Member Country” means any of the member states of the European Union, Iceland,Liechtenstein, and Norway.“EEA Resolution Authority” means any public administrative authority or any Person entrustedwith public administrative authority of any EEA Member Country (including any delegee) havingresponsibility for the resolution of any EEA Financial Institution.“Effective Date” has the meaning given in the preamble hereto.“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957,as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the AmsterdamTreaty of 1998.“Environmental Laws” means all Laws issued or promulgated by any Governmental Authority,relating in any way to the protection of the environment, preservation or reclamation of naturalresources or the management, release or threatened release of any Hazardous Material or to health andsafety matters.“Environmental Liability” means any liability, contingent or otherwise (including any liabilityfor damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent or anyRestricted Subsidiary directly or indirectly resulting from or based upon (a) violation12  of any applicable Environmental Law, (b) the generation, use, handling, transportation, storage,treatment or disposal of any Hazardous Materials performed in violation of applicable EnvironmentalLaws, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any HazardousMaterials into the environment or (e) any contract, agreement or other consensual arrangement pursuantto which liability is assumed or imposed with respect to any of the foregoing.“Equity Interests” means shares of capital stock, partnership interests, membership interests in alimited liability company, beneficial interests in a trust or other equity ownership interests in a Person,and any warrants, options or other rights entitling the holder thereof to purchase or acquire any suchequity interest.“Equivalent Amount” means, on any day, (a) with respect to any amount in Dollars, suchamount and (b) with respect to any amount in an Alternative Currency, the equivalent in Dollars ofsuch amount as determined by the Administrative Agent, based on the rate at which such AlternativeCurrency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, onsuch date on the Reuters World Currency Page for such Alternative Currency. In the event that suchrate does not appear on any Reuters World Currency Page, the Equivalent Amount with respect tosuch Alternative Currency shall be determined by reference to such other publicly available service fordisplaying exchange rates as may be reasonably selected by the Administrative Agent or, afterconsultation with the Parent, in the event no such service is selected, such Equivalent Amount shallinstead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange onthe Administrative Agent for such Alternative Currency on the London market at 11:00 a.m., Londontime, on such date for the purchase of Dollars with such Alternative Currency, for delivery twoBusiness Days later; provided, that if at the time of any such determination, for any reason, no suchspot rate is being quoted, the Administrative Agent, after consultation with the Parent, may use anyreasonable method it deems appropriate to determine such rate, and such determination shall beconclusive absent manifest error.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended fromtime to time.“ERISA Affiliate” means any trade or business (whether or not incorporated) that, togetherwith the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely forpurposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer underSection 414(b), (c), (m) or (o) of the Code.“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or theregulations issued thereunder with respect to a Plan (other than an event for which the 30-day noticeperiod is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency”(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filingpursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver ofthe minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any ofits ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of anyPlan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator ofany notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administerany Plan; (f) the incurrence by the Company or any13  of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from anyPlan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice,or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice,concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or isexpected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation published by the LoanMarket Association (or any successor Person), as in effect from time to time.“Euro” and “Euros” mean the currency of the participating member states of the EMU.“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether suchLoan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by referenceto the Adjusted LIBO Rate.“Event of Default” has the meaning assigned to such term in Section 7.01.“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if,and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by suchGuarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is orbecomes illegal under the Commodity Exchange Act or any rule, regulation or order of the CommodityFutures Trading Commission (or the application or official interpretation of any thereof) by virtue ofsuch Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in theCommodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantoror the grant of such security interest becomes effective with respect to such Swap Obligation. If aSwap Obligation arising under a master agreement governing more than one swap, such exclusionshall apply only to the portion of such Swap Obligation that is attributable to swaps for which suchguarantee or security interest is or becomes illegal.“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipientor required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on ormeasured by net income (however denominated), franchise Taxes, and branch profits Taxes, in eachcase, (i) imposed as a result of such Recipient being organized or resident under the laws of, or havingits principal office or, in the case of any Lender, its applicable lending office located in, the jurisdictionimposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) inthe case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for theaccount of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to alaw in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment(other than pursuant to an assignment request by the Parent under Section 2.18(b)) or (ii) such Lenderchanges its lending office, except in each case to the extent that, pursuant to Section 2.16, amountswith respect to such Taxes were payable either to such Lender’s assignor immediately before suchLender became a party hereto or to such Lender immediately before it changed its lending office,(c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(g), (h) or (i), asapplicable, (d) any U.S. federal withholding Taxes imposed under FATCA, and (e) any U.K.Excluded Withholding Taxes.14  “Existing Credit Agreement” has the meaning given in the preamble hereto.“Existing Indebtedness” means Indebtedness existing on the Third Amendment Effective Dateand set forth in Schedule 6.01.“Existing Letters of Credit” shall mean the letters of credit set forth on Schedule 2.05.“Existing Senior Notes” means the Company’s 8.25% Senior Subordinated Notes due 2018.“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (orany amended or successor version that is substantively comparable and not materially more onerous tocomply with), any current or future regulations or official interpretations thereof, any agreement enteredinto pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into inconnection with the implementation of such Sections of the Code and any fiscal or regulatorylegislation, rules or practices adopted pursuant to such intergovernmental agreement.“Federal Funds Effective Rate” means, for any day, the rate calculated by the FRBNY basedon such day’s federal funds transactions by depositary institutions (as determined in such manner as theFRBNY shall set forth on its public website from time to time) and published on the next succeedingBusiness Day by the FRBNY as the federal funds effective rate.“Fee Letter” means the letter agreement dated March 20, 2014, by and among the Company,the Administrative Agent and the other parties thereto pertaining to certain fees payable in connectionwith this Agreement.“Fifth Amendment Effective Date” means April 4, 2017.“Financial Officer” means the chief financial officer, principal accounting officer, treasurer orcontroller of the Parent.“Finco Entities” means CATM Luxembourg I S.à. r.l., a Luxembourg limited liabilitycompany, its Subsidiaries and any other Subsidiary created, formed or acquired, in each case, so longas such Finco Entity’s only assets consist of (i) intercompany Indebtedness owed to it and anypayments thereon, (ii) any other assets reasonably necessary for the operation of its business that areinsignificant in value and (iii) Equity Interests in Subsidiaries, and it does not engage in any businessother than the ownership of such assets and activities reasonably related thereto.“Fixed Charge Coverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) thesum of (i) Consolidated Adjusted Pro Forma EBITDA for the four quarter period then ended, minus(ii) Capital Expenditures of the Parent and the Restricted Subsidiaries for such period, minus (iii) cashTaxes paid by the Parent and the Restricted Subsidiaries during such period, to (b) Cash InterestExpense.“Foreign Lender” means (a) with respect to any Borrower that is a U.S. Person, a Lender that isnot a U.S. Person, and (b) with respect to any Borrower that is not a U.S. Person, a Lender15  that is resident or organized under the laws of a jurisdiction other than that in which such Borrower isresident for tax purposes.“FRBNY” means the Federal Reserve Bank of New York.“FRBNY Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate ineffect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day thatis not a Business Day, for the immediately preceding Business Day); provided that if none of such ratesare published for any day that is a Business Day, the term “FRBNY Rate” means the rate for a federalfunds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from afederal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaidrates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to theIssuing Lender, such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure withrespect to Letters of Credit issued by the Issuing Lender other than LC Exposure as to which suchDefaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralizedin accordance with the terms of Section 2.05(j), and (b) with respect to any Swingline Lender, suchDefaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such SwinglineLender other than Swingline Loans as to which such Defaulting Lender’s participation obligation hasbeen reallocated to other Lenders.“GAAP” means generally accepted accounting principles in the United States of America.“Governmental Approval” means (a) any authorization, consent, approval, license, waiver, orexemption, by or with or (b) any required filing or registration by or with, or any other action ordeemed action by or on behalf of, any Governmental Authority.“Governmental Authority” means the government of the United States of America or any othernation or of any political subdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,judicial, taxing, regulatory or administrative powers or functions of or pertaining to government(including any supra-national bodies such as the European Union or the European Central Bank).“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent orotherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing anyIndebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance orsupply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance orsupply funds for the purchase of) any security for the payment thereof, (b) to purchase or leaseproperty, securities or services for the purpose of assuring the owner of such Indebtedness of thepayment thereof, (c) to maintain working capital, equity capital or any other financial statementcondition or liquidity of the primary obligor so as to enable the primary obligor to pay suchIndebtedness or (d) as an account party in respect of any letter of credit or letter of16  guaranty issued to support such Indebtedness; provided, that the term guarantee shall not includeendorsements for collection or deposit in the ordinary course of business.“Guarantee Termination” has the meaning assigned to such term in Section 5.09(g).“Guarantees” means the guarantees issued pursuant to this Agreement as contained in ArticleIX hereof.“Guarantors” means the Credit Facility Guarantors and the CFC Guarantors.“Hazardous Materials” means all explosive or radioactive substances or wastes and allhazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medicalwastes and all other substances or wastes of any nature to the extent any of the foregoing are present inquantities or concentrations prohibited under the Environmental Laws but does not include normalquantities of any material present or used in the ordinary course of business, including, withoutlimitation, materials such as substances and materials used in the operation or maintenance of ATMEquipment, office or cleaning supplies, typical building and maintenance materials and employee andinvitee vehicles and vehicle fuels.“HMRC DT Treaty Passport scheme” means the HM Revenue and Customs Double TaxationTreaty Passport Scheme.“Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary.“Increasing Lender” has the meaning assigned to such term in Section 2.19.“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person forborrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similarinstruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) allobligations of such Person under conditional sale or other title retention agreements relating to propertyacquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price ofproperty or services, (f) all Indebtedness of others secured by (or for which the holder of suchIndebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on propertyowned or acquired by such Person, whether or not the Indebtedness secured thereby has beenassumed, (g) all guarantees by such Person of Indebtedness of others, (h) the principal portion of allCapital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person asan account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingentor otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shallinclude the Indebtedness of any other entity (including any partnership in which such Person is ageneral partner) to the extent such Person is liable therefor as a result of such Person’s ownershipinterest in or other relationship with such entity, except to the extent the terms of such Indebtednessprovide that such Person is not liable therefor; provided that, in the case of any Restricted Subsidiarythat is not a Wholly-Owned Subsidiary, the amount of Indebtedness attributed to such RestrictedSubsidiary shall be the Owned Percentage of the amount that would otherwise be included in theabsence of this proviso, unless the Parent or any Restricted Subsidiary that is a Wholly-OwnedSubsidiary guaranties a greater percentage than the Owned Percentage, in which case the amountincluded in respect of such Indebtedness shall be the17  percentage so guarantied. For all purposes hereof, the term “Indebtedness” shall exclude anyoperating lease that must be recognized on the balance sheet of such Person as a lease liability andright-of-use asset in accordance with the Financial Accounting Standards Board Update No. 2016-02,dated February 2016 (Leases (Topic 842)), which adopts Accounting Standards Codification 842.“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respectto any payment made by or on account of any obligation of any Obligor under any Loan Documentand (b) to the extent not otherwise described in (a), Other Taxes.“Interest Election Request” means a request by a Borrower to convert or continue a RevolvingBorrowing in accordance with Section 2.07 and substantially in the form attached hereto as Exhibit2.07 or such other form reasonably acceptable to the Administrative Agent.“Interest Payment Date” means (a) with respect to any Canadian Prime Rate Loan or ABRLoan (in each case, other than a Swingline Loan), the last day of each March, June, September andDecember, (b) with respect to any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan, thelast day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the caseof a Eurocurrency Borrowing, CDOR Borrowing, BBSY Borrowing or JIBAR Borrowing with anInterest Period of more than three months’ duration, each day prior to the last day of such InterestPeriod that occurs at intervals of three months’ duration after the first day of such Interest Period and(c) with respect to any Swingline Loan, the day that such Loan is required to be repaid pursuant toSection 2.09.“Interest Period” means with respect to any Eurocurrency, CDOR, BBSY or JIBARBorrowing, the period commencing on the date of such Borrowing and ending on the numericallycorresponding day in the calendar month that is one, two, three or six months (or, with the consent ofeach relevant Lender, twelve months) thereafter, as the relevant Borrower may elect; provided, that (i)if any Interest Period would end on a day other than a Business Day, such Interest Period shall beextended to the next succeeding Business Day unless such next succeeding Business Day would fall inthe next calendar month, in which case such Interest Period shall end on the next preceding BusinessDay and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on aday for which there is no numerically corresponding day in the last calendar month of such InterestPeriod) shall end on the last Business Day of the last calendar month of such Interest Period. Forpurposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is madeand thereafter shall be the effective date of the most recent conversion or continuation of suchBorrowing.“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded tothe same number of decimal places as the applicable Screen Rate) determined by the AlternativeCurrency Agent (which determination shall be conclusive and binding absent manifest error) to beequal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Ratefor the longest period (for which the applicable rate is available for the applicable currency) that isshorter than the relevant Interest Period and (b) the Screen Rate for the shortest period (for which suchrate is available for the applicable currency) that exceeds the relevant Interest Period, in each case, onthe Quotation Day for such Interest Period, in each case, at such time. When determining the rate for aperiod that is less than the shortest period for which the relevant rate18  applicable to Loans in an Alternative Currency is available, the applicable rate for purposes of clause(a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means, inrelation to any currency, the overnight rate for such currency determined by the Alternative CurrencyAgent from such service as the Alternative Currency Agent may select.“Investment” means any investment in any Person, whether by means of a purchase of EquityInterests or debt securities, capital contribution, loan, time deposit or other similar investments (but notincluding any demand deposit).“IRS” means the United States Internal Revenue Service.“Issuing Lender” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters ofCredit hereunder, and its successors in such capacity as provided in Section 2.05(i), and JPMorganChase Bank, N.A., in its capacity as issuer of the Existing Letters of Credit. The Issuing Lender may,in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the IssuingLender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Lettersof Credit issued by such Affiliate.“JIBAR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, orthe Loans comprising such Borrowing, are bearing interest at a rate determined by reference to theJohannesburg Interbank Agreed Rate.“Johannesburg Interbank Agreed Rate” means, with respect to any Borrowing denominated inRand for any Interest Period, (a) the applicable Screen Rate at or about 11:00 a.m. Johannesburg timeon the Quotation Day or (b) if no Screen Rate is available for such Interest Period, the applicableInterpolated Rate as of such time on the Quotation Day, or if applicable pursuant to Section 2.13(a), theapplicable Reference Bank Rate as of such time on the Quotation Day.“Law” means all laws, statutes, treaties, ordinances, codes, acts, rules, regulations and Ordersof all Governmental Authorities, whether now or hereafter in effect.“LC Disbursement” means a payment made by the Issuing Lender pursuant to a Letter ofCredit.“LC Exposure” means, at any time, the Equivalent Amount of the sum of (a) the aggregateundrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of allLC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers or convertedinto a Loan pursuant to Section 2.05(e) at such time. The LC Exposure of any Lender at any time shallbe its Applicable Percentage of the total LC Exposure at such time.“Lender Swap Agreement” means any Swap Agreement between the Parent or any RestrictedSubsidiary and any Lender or any Affiliate of any Lender which is in existence on the Effective Dateor which is entered into while such Person is a Lender or an Affiliate of a Lender even if such Personceases to be a Lender or an Affiliate of a Lender after entering into such Swap Agreement.19  “Lenders” means the Persons listed on Schedule 2.01 as Lenders and any other Person thatshall have become a Lender hereto pursuant to an Assignment and Assumption or other documentationcontemplated hereby, but in any event, excluding any such Person that ceases to be a party heretopursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless thecontext otherwise requires, the term “Lenders” includes the Swingline Lender.“Letter of Credit” means any letter of credit issued pursuant to this Agreement.“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any applicable currencyand for any Interest Period, (a) the applicable Screen Rate as of approximately 11:00 a.m., Londontime, on the Quotation Day, or (b) if no Screen Rate is available for such currency or for such InterestPeriod, the applicable Interpolated Rate as of such time on the Quotation Day or, if applicable pursuantto the terms of Section 2.13(a), the applicable Reference Bank Rate as of such time on the QuotationDay.“LIBO Screen Rate” means the London interbank offered rate as administered by ICEBenchmark Administration (or any other Person that takes over the administration of such rate) for aperiod equal in length to such Interest Period as displayed on page LIBOR01 of the Reuters screen thatdisplays such rate (or, in the event such rate does not appear on a Reuters page or screen, any successoror substitute page on such screen that displays such rate, or on the appropriate page of such otherinformation service that publishes such rate from time to time as selected by the Administrative Agentin its reasonable discretion; provided that if the LIBO Screen Rate shall be less than zero, such rateshall be deemed to be zero for purposes of this Agreement.“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,hypothecation, charge or security interest in, on or of such asset to secure or provide for the payment ofany obligation of any Person, (b) the interest of a vendor or a lessor under any conditional saleagreement, capital lease or title retention agreement (or any financing lease having substantially thesame economic effect as any of the foregoing) relating to such asset and (c) in the case of securities,any purchase option, call or similar right of a third party with respect to such securities.“Loan Documents” means this Agreement, any Notes, any applications for Letters of Creditand reimbursement agreements relating thereto, the Security Documents and the Fee Letter.“Loans” means the loans made by the Lenders pursuant to this Agreement.“Local Time” means (a) with respect to a Loan, Borrowing or Letter of Credit denominated inDollars, Houston, Texas time, (b) with respect to a Loan, Borrowing or Letter of Credit denominatedin Canadian Dollars, Toronto time, (c) with respect to a Loan, Borrowing or Letter of Creditdenominated in Australian Dollars, Sydney time, (d) with respect to a Loan, Borrowing or Letter ofCredit denominated in Rand, Johannesburg time and (e) with respect to a Loan, Borrowing or Letterof Credit denominated in any other Alternative Currency, London time.“Majority Lenders” means, at any time, Lenders having Revolving Credit Exposures andunused Commitments representing more than 50.0% of the sum of the total Revolving CreditExposures and unused Commitments at such time. The Revolving Credit Exposure and unused20  Commitment of any Defaulting Lender shall be disregarded in determining the Majority Lenders at anytime.“Material Adverse Effect” means a circumstance or condition affecting the business, assets,operations, properties or financial condition of the Parent and the Restricted Subsidiaries, taken as awhole, that would, individually or in the aggregate, materially adversely affect (a) the ability of theObligors, taken as a whole, to pay the Obligations under the Loan Documents or (b) the rights andremedies of the Administrative Agent and the Lenders under the Loan Documents.“Material Indebtedness” means Indebtedness, or obligations in respect of one or more SwapAgreements, of any one or more of the Parent and the Restricted Subsidiaries in an aggregate principalamount exceeding $20,000,000 (or the equivalent amount thereof in any foreign currency). Forpurposes of determining Material Indebtedness, the “principal amount” of the obligations of the Parentor any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the SwapTermination Value.“Material Restricted Subsidiary” means each Material Subsidiary that is a Restricted Subsidiary.“Material Subsidiary” means a Wholly-Owned Subsidiary that either generates 5% or more ofthe consolidated gross revenues of the Parent and its Subsidiaries on a consolidated basis or holdsassets that constitute 5% or more of all assets of the Parent and its Subsidiaries on a consolidated basis; provided that none of the Finco Entities will be deemed to be a Material Subsidiary.“Moody’s” means Moody’s Investors Service, Inc.“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.“New Lender” has the meaning assigned such term in Section 2.19.“New Lender Agreement” means a New Lender Agreement entered into by a New Lender inaccordance with Section 2.19 and accepted by the Administrative Agent in the form of Exhibit 1.1C,or any other form approved by Administrative Agent.“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender atsuch time.“Non-Pro Rata Alternative Currency” means (a) Rand and (b) a currency, in the case of anyLoan, that is readily available in the amount required and freely convertible into Dollars in the Londoninterbank market on the Quotation Day for such Loan and the date such Loan is to be advanced and, inthe case of any Letter of Credit, in which the Issuing Lender has agreed to issue Letters of Credit, ineach case, as such currency has been approved in writing (including by email) by the AdministrativeAgent and the Majority Lenders; provided that, for purposes of Swingline Loans and Letters of Credit,such currency must be approved by all of the Lenders. Schedule 1.01 sets forth, as of the SixthAmendment Effective Date, the currencies that are Non-Pro Rata Alternative Currencies, whether eachsuch currency is available for Swingline Loans and Letters21  of Credit hereunder and the Lenders that have agreed to fund Revolving Loans in suchcurrencies. After the Sixth Amendment Effective Date, upon the approval of any other currency as aNon-Pro Rata Alternative Currency or the addition of any new Lenders hereto pursuant to Section 2.19or 10.04(b), Schedule 1.01 shall be deemed to have been amended to (i) add such new Non-Pro RataAlternative Currency thereto, (ii) state whether such new Non-Pro Rata Alternative Currency isavailable for Swingline Loans and Letters of Credit and (iii) reflect the identity of the Lenders that haveagreed to fund Revolving Loans in such new Non-Pro Rata Alternative Currency or the then existingNon-Pro Rata Alternative Currencies, as the case may be.“Note” means a promissory note executed and delivered pursuant to Section 2.09(d).“Obligations” means, without duplication, (a) all principal, interest (including post-petitioninterest), fees, reimbursements, indemnifications, and other amounts now or hereafter owed by theBorrowers or any of the Guarantors to the Lenders, the Swingline Lender, the Issuing Lender, theAlternative Currency Agent or the Administrative Agent under this Agreement and the LoanDocuments, including, such obligations with respect to Letters of Credit, and any increases, extensions,and rearrangements of those obligations under any amendments, supplements, and other modificationsof the documents and agreements creating those obligations, (b) all obligations in respect of any LenderSwap Agreement and (c) all obligations in respect of Bank Products; provided that the Obligationsshall specifically exclude the Excluded Swap Obligations.“Obligors” means, collectively, the Borrowers and the Guarantors.“Order” means an order, writ, judgment, award, injunction, decree, ruling or decision of anyGovernmental Authority or arbitrator, to the extent the Parent or applicable Restricted Subsidiary hassubmitted a claim to, or is bound by the decision of, binding arbitration.“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result ofa present or former connection between such Recipient and the jurisdiction imposing such Tax (otherthan connections arising from such Recipient having executed, delivered, become a party to, performedits obligations under, received payments under, received or perfected a security interest under, engagedin any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest inany Loan or Loan Document).“Other Taxes” means all present or future stamp, court or documentary, intangible, recording,filing or similar Taxes that arise from any payment made under, from the execution, delivery,performance, enforcement or registration of, from the receipt or perfection of a security interest under,or otherwise with respect to, any Loan Document, except any such Taxes that are Other ConnectionTaxes imposed with respect to an assignment (other than an assignment made pursuant to Section2.18(b)).“Overnight Alternative Currency Rate” means, for any amount payable in an AlternativeCurrency, the rate of interest per annum as determined by the Alternative Currency Agent at whichovernight or weekend deposits in the relevant currency (or if such amount due remains unpaid for morethan three (3) Business Days, then for such other period of time as the Alternative Currency Agent mayreasonably determine) for delivery in immediately available and freely transferable funds would beoffered by the Alternative Currency Agent to major banks in the interbank market22  upon request of such major banks for the relevant currency as determined above and in an amountcomparable to the unpaid principal amount of the related Loan or LC Disbursement, plus any taxes,levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, theAlternative Currency Agent by any relevant correspondent bank in respect of such amount in suchrelevant currency.“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnightfederal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depositoryinstitutions (as such composite rate shall be determined by the FRBNY as set forth on its publicwebsite from time to time) and published on the next succeeding Business Day by the FRBNY as anovernight bank funding rate.“Overnight Foreign Currency Rate” means the rate of interest per annum (rounded upwards, ifnecessary, to the next 1/16th of 1%) at which overnight deposits in the applicable Alternative Currency(as the case may be) in an amount approximately equal to the amount with respect to which such rate isbeing determined would be offered for such day by a branch or affiliate of the Alternative CurrencyAgent in the London interbank market for such currency to major banks in the London interbankmarket.“Owned Percentage” means, in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the percentage of Equity Interests therein owned directly or indirectly by the Parentor any Restricted Subsidiary.“Parent” has the meaning given in the preamble hereto.“Participant” has the meaning set forth in Section 10.04.“Participant Register” has the meaning set forth in Section 10.04.“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISAand any successor entity performing similar functions.“Permitted Bond Hedge Transaction(s)” means the bond hedge or capped call optionspurchased by the Company from the Call Spread Counterparties to hedge the Company’s paymentand/or delivery obligations due upon conversion of the Convertible Senior Notes.“Permitted Encumbrances” means:(a)Liens imposed by law for Taxes that are not yet due or are being contested incompliance with Section 5.04;(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s andother like Liens imposed by law or by contract provided such contract does not grant Liens in anyproperty other than such property covered by Liens imposed by operation of law, arising in theordinary course of business and securing obligations that are not overdue by more than 30 days or arebeing contested in compliance with Section 5.04;23  (c)Liens arising in the ordinary course of business associated with workers’ compensation,unemployment insurance and other social security laws or regulations;(d)deposits to secure the performance of bids, trade contracts, leases, statutory obligations,surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in theordinary course of business;(e)Liens of financial institutions on accounts or deposits maintained therein to the extentarising by operation of law or within the documentation establishing said account to the extent samesecure charges, fees and expenses owing or potentially owing to said institution;(f)judgment liens in respect of judgments that do not constitute an Event of Default underclause (k) of Section 7.01; and(g)easements, zoning restrictions, rights-of-way and similar encumbrances on real propertyimposed by law or arising in the ordinary course of business that do not secure any monetaryobligations and do not materially detract from the value of the affected property or interfere with theordinary conduct of business of the Parent or any Restricted Subsidiary.“Permitted Indebtedness” means Indebtedness that the Obligors and their respective RestrictiveSubsidiaries are permitted to create, incur, assume or permit to exist pursuant to Section 6.01.“Permitted Investments” means:(a)direct obligations of, or obligations the principal of and interest on which areunconditionally guaranteed by, the United States of America (or by any agency thereof to the extentsuch obligations are backed by the full faith and credit of the United States of America), in each casematuring within one year from the date of acquisition thereof;(b)investments in commercial paper maturing within 270 days from the date of acquisitionthereof and issued by any Lender, any Affiliate of a Lender or any commercial banking institution orcorporation rated at least P-1 by Moody’s or A-1 by S&P;(c)investments in certificates of deposit, banker’s acceptances and time deposits maturingwithin 270 days from the date of acquisition thereof issued or guaranteed by or placed with, and moneymarket deposit accounts issued or offered by, any domestic office of any Lender or any othercommercial bank organized under the laws of the United States of America or any State thereof thathas a combined capital and surplus and undivided profits of not less than $500,000,000;(d)fully collateralized repurchase agreements for securities described in clause (a) aboveand entered into with a financial institution satisfying the criteria described in clause (c) above;(e)money market funds that (i) comply with the criteria set forth in Securities andExchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA24  by S&P and Aaa by Moody’s or which hold investments substantially of the type described in clauses(a) through (d) above, and (iii) have portfolio assets of at least $2,000,000,000; and(f)any Permitted Bond Hedge Transaction(s). “Permitted Liens” means Liens that the Obligors and their respective Restricted Subsidiaries arepermitted to create, incur, assume or permit to exist pursuant to Section 6.02.“Permitted Warrant Transaction(s)” means one or more net share or cash settled warrants soldby the Company to the Call Spread Counterparties, concurrently with the purchase by the Company ofthe Permitted Bond Hedge Transactions, to offset the cost to the Company of the Permitted BondHedge Transactions.“Person” means any natural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject tothe provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and inrespect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, wouldunder Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.“Pounds Sterling” means the lawful money of the United Kingdom.“Prime Rate” means the rate of interest per annum publicly announced from time to time byJPMorgan Chase Bank, N.A. as its prime rate in effect at its office in New York City, New York; eachchange in the Prime Rate shall be effective from and including the date such change is publiclyannounced as being effective.“Qualified ECP Guarantor” has the meaning set forth in Section 9.10.“Quotation Day” means, in relation to any period for which an interest rate is to be determined:(a)(if the relevant currency is Dollars) two Business Days before the first day of thatperiod;(b)(if the relevant currency is Pounds Sterling, Canadian Dollars or Australian Dollars) thefirst day of that period;(c)(if the relevant currency is Euro) two (2) TARGET Days before the first day of thatperiod; or(d)(if the relevant currency is any other Alternative Currency) two (2) Business Daysbefore the first day of that period,unless market practice differs in the relevant interbank market for any currency, in which case theQuotation Day for that currency will be determined by the Administrative Agent in accordance25  with market practice in the relevant interbank market (and if quotations would normally be given byleading banks in the relevant interbank market on more than one day, the Quotation Day will be thelast of those days).“Rand” means the lawful currency of the Republic of South Africa.“Ratification Agreement” means that certain document executed by certain of the Obligors asof the Effective Date that ratifies the Security Agreement.“Recipient” means (a) the Administrative Agent, (b) the Alternative Currency Agent, (c) anyLender and (d) the Issuing Lender, as applicable.“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to fourdecimal places) supplied to the Administrative Agent at its request by the Reference Banks (as the casemay be) as of the applicable time on the Quotation Day for Loans in the applicable currency and theapplicable Interest Period (a) in relation to the LIBO Rate, as the rate quoted by the relevant ReferenceBank to leading banks in the London interbank market for the offering of deposits in the applicablecurrency and for a period comparable to the applicable Interest Period, (b) in relation to the Bank BillSwap Reference Rate, as the buying rate quoted by the relevant Reference Bank for bills of exchangeaccepted by leading Australian banks which have a term equivalent to the applicable Interest Periodand (c) in relation to the Johannesburg Interbank Agreed Rate, as the rate quoted by the relevantReference Bank to leading banks in the Johannesburg interbank market for the offering of deposits inRand and for a period comparable to the applicable Interest Period.“Reference Banks” means such banks as may be appointed by the Administrative Agent inconsultation with the Parent. No Lender shall be obligated to be a Reference Bank without its consent.“Register” has the meaning set forth in Section 10.04.“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and therespective directors, officers, employees, agents and advisors of such Person and such Person’sAffiliates.“Response” means (a) “response” as such term is defined in CERCLA, 42 U.S.C. §9601(24),and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) cleanup, remove, treat, abate, or in any other way address any Hazardous Material in the environment;(ii) prevent the release or threatened release of any Hazardous Material; or (iii) perform studies andinvestigations in connection with, or as a precondition to, clause (i) or (ii) above.“Restricted Payment” means any dividend or other distribution (whether in cash, securities orother property) with respect to any Equity Interests in the Parent or any Restricted Subsidiary, or anypayment (whether in cash, securities or other property), including any sinking fund or similar deposit,on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any suchEquity Interests in the Parent or any Restricted Subsidiary or any option, warrant or other right toacquire any such Equity Interests in the Parent or any Restricted Subsidiary; provided that the term“Restricted Payment” shall not include any dividend or26  distribution payable solely in Equity Interests of such Person or warrants, options or other rights topurchase such Equity Interests so long as such warrants, options or other rights do not have mandatoryrepayment or redemption rights.“Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of theEquivalent Amount of the outstanding principal amount of such Lender’s Revolving Loans and its LCExposure and Swingline Exposure at such time.“Revolving Loan” means a Loan made pursuant to Section 2.01.“S&P” means Standard & Poor’s Rating Services, a division of the McGraw Hill Companies,Inc.“Sanctioned Country” means, at any time, a country, region or territory which is, or whosegovernment is, the subject or target of any Sanctions (at the Third Amendment Effective Date, Crimea,Cuba, Iran, North Korea, Sudan and Syria).“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list ofdesignated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of TheTreasury, the U.S. Department of State, or by the United Nations Security Council, the EuropeanUnion, any EU member state or Her Majesty’s Treasury of the United Kingdom, (b) any Personoperating, organized or resident in a Sanctioned Country or (c) any Person controlled by any suchPerson.“Sanctions” means economic or financial sanctions or trade embargoes imposed, administeredor enforced from time to time by (a) the U.S. government, including those administered by the Officeof Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or(b) the United Nations Security Council, the European Union, any EU member state or Her Majesty’sTreasury of the United Kingdom.“Screen Rate” means (a) in respect of the LIBO Rate for any currency and for any InterestPeriod, (i) in the case of Dollars, the LIBO Screen Rate and (ii) in the case of any other AlternativeCurrency, the London interbank offered rate as administered by ICE Benchmark Administration (orany other Person that takes over the administration of such rate) appearing on Reuters ScreenLIBOR02 Page for such currency for such Interest Period (or, in each such case under this clause (a),on any successor or substitute page on such screen or service that displays such rate, or on theappropriate page of such other information service that publishes such rate as shall be selected by theAdministrative Agent from time to time in its reasonable discretion), (b) in respect of the CanadianDealer Offered Rate, the average rate for bankers acceptances with a tenor equal in length to suchInterest Period as displayed on CDOR page of the Reuters screen (or on any successor or substitutepage on such screen or service that displays such rate, or on the appropriate page of such otherinformation service that publishes such rate as shall be selected by the Alternative Currency Agentfrom time to time in its reasonable discretion), (c) in respect of the Bank Bill Swap Reference Rate, theAustralian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (orany other Person that takes over the administration of that rate) displayed on page BBSY of theThomson Reuters Screen (or any replacement Thomson27  Reuters page which displays that rate) for a term equivalent to such Interest Period and (d) in respect ofthe Johannesburg Interbank Agreed Rate, the Johannesburg interbank agreed rate, polled andpublished by the South African Futures Exchange (a division of the JSE Limited) for deposits in ZARfor the relevant Interest Period which appears on the Reuters Screen SAFEY Page at the applicabletime (or, if the agreed page is replaced or service ceases to be available, such other page or servicedisplaying such rate selected by the Alternative Currency Agent); provided, that if any Screen Rateshall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.“Security Agreement” shall mean the Security and Pledge Agreement executed in connectionwith the Existing Credit Agreement, dated July 15, 2010, among certain of the Obligors and theAdministrative Agent, as amended, modified, supplemented or restated from time to time.“Security Documents” means the Security Agreement, the Ratification Agreements, eachAddendum, and each other security document or pledge agreement delivered in accordance withapplicable local or foreign law to grant a valid, perfected security interest in any property, and all UCCor other financing statements or instruments of perfection required by this Agreement, any securityagreement or mortgage to be filed with respect to the security interests in property and fixtures createdpursuant to the Security Agreement or any mortgage and any other document or instrument utilized topledge as collateral for the Obligations any property of whatever kind or nature.“Senior Note Indenture” means the Indentures relating to the Existing Senior Notes, includingall supplements, amendments or modifications thereto permitted hereunder. “Senior Secured Net Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a)the sum of (i) Consolidated Funded Indebtedness as of such date minus (ii) unsecured Indebtednessminus (iii) Unencumbered Balance Sheet Cash as of such date to (b) Consolidated Adjusted Pro FormaEBITDA for the four quarter period then ended.“Sixth Amendment Effective Date” means October 3, 2017.“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which isthe number one and the denominator of which is the number one minus the aggregate of the maximumreserve percentage (including any marginal, special, emergency or supplemental reserves) expressed asa decimal established by the Board to which the Administrative Agent is subject with respect to theAdjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” inRegulation D of the Board). Such reserve percentage shall include those imposed pursuant to suchRegulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to besubject to such reserve requirements without benefit of or credit for proration, exemptions or offsetsthat may be available from time to time to any Lender under such Regulation D or any comparableregulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective dateof any change in any reserve percentage.“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,limited liability company, partnership, association or other entity of which securities or other ownershipinterests representing more than 50% of the equity or more than 50% of the ordinary28  voting power or, in the case of a partnership, more than 50% of the general partnership interests are, asof such date, owned, controlled or held (whether directly or indirectly). Unless otherwise indicated,“Subsidiary” means a Subsidiary of the Parent.“Swap Agreement” means any agreement with respect to any swap, forward, future orderivative transaction or option or similar agreement involving, or settled by reference to, one or morerates, currencies, commodities, equity or debt instruments or securities, or economic, financial orpricing indices or measures of economic, financial or pricing risk or value or any similar transaction orany combination of these transactions; provided that, no phantom stock or similar plan providing forpayments only on account of services provided by current or former directors, officers, employees orconsultants of the Parent and its Subsidiaries shall be a Swap Agreement.“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or performunder any agreement, contract or transaction that constitutes a “swap” within the meaning ofsection 1a(47) of the Commodity Exchange Act.“Swap Termination Value” means, in respect of one or more Swap Agreements, after takinginto account the effect of any legally enforceable netting agreement relating to such Swap Agreements,(a) for any date on or after the date such Swap Agreements have been closed out and terminationvalue(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to thedate referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such SwapAgreements, as determined by the counterparties to such Swap Agreements.“Swingline Exposure” means, at any time, the Equivalent Amount of the aggregate principalamount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender atany time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such timerelated to Swingline Loans other than any Swingline Loans made by such Lender in its capacity as theSwingline Lender and (b) if such Lender shall be the Swingline Lender, the Equivalent Amount of theaggregate principal amount of all Swingline Loans made by such Lender outstanding at such time (tothe extent the other Lenders shall not have funded their participations in Swingline Loans).“Swingline Lender” means JPMorgan Chase Bank, N.A. (including its branches and affiliates),in its capacity as lender of Swingline Loans hereunder.“Swingline Loan” means a Loan made pursuant to Section 2.04.“Swingline Rate” means (a) for Swingline Loans in Dollars, a rate per annum equal to theAlternate Base Rate plus the Applicable ABR Margin, (b) for Swingline Loans in Canadian Dollars,the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans, and (c) forSwingline Loans in any other Alternative Currencies, the Overnight Foreign Currency Rate plus theApplicable Margin, or, if in the determination of the Swingline Lender, there is not an OvernightForeign Currency Rate applicable to the currency in which such Swingline Loans are denominated,such other rate as may be designated by the Swingline Lender (in consultation with the Parent) plus theApplicable Margin.29  “TARGET Day” means any day on which the Trans-European Automatic Real-time GrossSettlement Express Transfer payment system is open for the settlement of payments in Euros.“Tax Credit” means a credit against, relief or remission for, or refund or repayment of any Tax.“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions,withholdings (including backup withholding), assessments, fees or other charges imposed by anyGovernmental Authority, including any interest, additions to tax or penalties applicable thereto.“Termination Date” means the fifth (5th) anniversary of the Third Amendment Effective Date.“Third Amendment Effective Date” means July 1, 2016.“Total Net Leverage Ratio” means, as of the date of determination, the ratio of (a) ConsolidatedFunded Indebtedness as of such date minus Unencumbered Balance Sheet Cash as of such date to (b)Consolidated Adjusted Pro Forma EBITDA for the most recently completed four quarter period.“Transactions” means the execution, delivery and performance by the Obligors of thisAgreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereofand the issuance of Letters of Credit hereunder.“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of intereston such Loan, or on the Loans comprising such Borrowing, is determined by reference to the AdjustedLIBO Rate, the Alternate Base Rate, the Canadian Dealer Offered Rate, the Canadian Prime Rate, theBank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate.“U.K.” and “United Kingdom” each means the United Kingdom of Great Britain and NorthernIreland.“U.K. Borrower” means any Borrower that is organized under the laws of the United Kingdomor otherwise a tax resident in the United Kingdom.“U.K. Excluded Withholding Taxes” means any deduction or withholding for or on account ofany U.K. Tax from a payment under any Loan where:(a)the payment could have been made to the relevant Lender without any deduction orwithholding if the Lender had been a U.K. Qualifying Lender, but on that date that Lender is not orhas ceased to be a U.K. Qualifying Lender other than as a result of any change after the date it becamea Lender under this Agreement in (or in the interpretation, administration, or application of) any law ortreaty or any published practice or published concession of any relevant taxing authority; or(b)the relevant Lender is a U.K. Treaty Lender and the Obligor making the payment isable to demonstrate that the payment could have been made to the Lender without the U.K. Tax 30  deduction had that Lender complied with its obligations under Section 2.16(g) or (h) (as applicable).“U.K. Holdco” means Cardtronics Holdings Limited, a private company incorporated underEnglish law.“U.K. Qualifying Lender” means a Lender which is beneficially entitled to interest payable tothat Lender in respect of an advance under a Loan Document and is:(a)a Lender:(i)which is a bank (as defined for the purpose of section 879 of the UK IncomeTax Act 2007) making an advance under a Loan Document and is within the charge to UnitedKingdom corporation tax as respects any payments of interest made in respect of that advanceor would be within such charge as respects such payments apart from section 18A of the UKCorporation Tax Act 2009; or(ii)in respect of an advance made under a Loan Document by a Person that was abank (as defined for the purpose of section 879 of the U.K. Income Tax Act 2007) at the timethat that advance was made and within the charge to United Kingdom corporation tax asrespects any payments of interest made in respect of that advance; or(b)a U.K. Treaty Lender.“U.K. Tax” means any Tax imposed under the laws of the U.K. or by any political subdivision,instrumentality or governmental agency in the U.K. having taxing authority.“U.K. Treaty Lender” means a Lender which:(a)is treated as a resident of a U.K. Treaty State for the purposes of the relevant U.K.Treaty;(b)does not carry on a business in the United Kingdom through a permanent establishmentwith which that Lender’s participation in the Loan is effectively connected; and(c)meets all other conditions in the relevant U.K. Treaty for full exemption from Taximposed by the U.K. on interest, except that for this purpose it shall be assumed that the following aresatisfied:(i)any condition which relates (expressly or by implication) to there not being aspecial relationship between the U.K. Borrower and a Lender or between both of them andanother person, or to the amounts or terms of any Loan; and(ii)any necessary procedural formalities.“U.K. Treaty State” means a jurisdiction having a double taxation agreement (a “U.K. Treaty”)with the United Kingdom which makes provision for full exemption from Tax imposed by the UnitedKingdom on interest.31  “U.S. Borrower” means any Borrower that is a U.S. Subsidiary.“Unencumbered Balance Sheet Cash” means, as of the last day of the most recently endedfiscal quarter, the balance of unencumbered balance sheet cash (excluding any vault cash or cash foruse in ATM Equipment) of the Obligors in excess of $15,000,000 for the quarter of determination. “Unrestricted Subsidiary” means (a) any Subsidiary that at the time of determination shall havebeen designated as an Unrestricted Subsidiary by the Parent in the manner provided below (and shallnot have been subsequently designated or deemed to have been designated as a Restricted Subsidiary)and (b) any Subsidiary of an Unrestricted Subsidiary. Subject to Section 5.09(b), the Parent may fromtime to time designate any Subsidiary (other than any Borrower and a Subsidiary that, immediatelyafter such designation, shall hold any Indebtedness or Equity Interest in any Borrower or anyRestricted Subsidiary) as an Unrestricted Subsidiary, and may designate any Unrestricted Subsidiary asa Restricted Subsidiary, so long as, immediately after giving effect to such designation, no Default shallhave occurred and be continuing. Any designation by the Parent pursuant to this definition shall bemade in an officer’s certificate delivered to the Administrative Agent and containing a certification thatsuch designation is in compliance with the terms of this definition.“U.S. Holdco” means CATM Holdings LLC, a Delaware limited liability company.“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.“U.S. Subsidiary” means any Subsidiary that is organized under the laws of the United States,any state thereof or the District of Columbia, other than a CFC Subsidiary.“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.16(g)(ii)(B)(iii).“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding EquityInterests (other than directors’ qualifying shares mandated by applicable law), on a fully diluted basis,are owned by the Parent or one or more of the Wholly-Owned Subsidiaries or by the Parent and one ormore of the Wholly-Owned Subsidiaries.“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete orpartial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E ofTitle IV of ERISA.“Withholding Agent” means any Obligor and the Administrative Agent.“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority,the write-down and conversion powers of such EEA Resolution Authority from time to time under theBail-In Legislation for the applicable EEA Member Country, which write-down and conversionpowers are described in the EU Bail-In Legislation Schedule.32  Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a“Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowingsalso may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a“Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to thesingular and plural forms of the terms defined. Whenever the context may require, any pronoun shallinclude the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shallbe construed to have the same meaning and effect as the word “shall”. Unless the context requiresotherwise (a) any definition of or reference to any agreement, instrument or other document herein shallbe construed as referring to such agreement, instrument or other document as from time to timeamended, supplemented or otherwise modified (subject to any restrictions on such amendments,supplements or modifications set forth herein), (b) any reference herein to any Person shall beconstrued to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof”and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in itsentirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits andSchedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have thesame meaning and effect and to refer to any and all tangible and intangible assets and properties,including cash, securities, accounts and contract rights.Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, allterms of an accounting or financial nature shall be construed in accordance with GAAP, as in effectfrom time to time; provided that, if the Parent notifies the Administrative Agent that the Parent requestsan amendment to any provision hereof to eliminate the effect of any change occurring after the datehereof in GAAP or in the application thereof on the operation of such provision (or if theAdministrative Agent notifies the Parent that the Majority Lenders request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice is given before or after suchchange in GAAP or in the application thereof, then such provision shall be interpreted on the basis ofGAAP as in effect and applied immediately before such change shall have become effective until suchnotice shall have been withdrawn or such provision amended in accordance herewith. References toquarters and months with respect to compliance with financial covenants and financial reportingobligations of the Parent shall be fiscal quarters and fiscal months, except where otherwise indicated.Section 1.05 Determination of Equivalent Amounts. The Administrative Agent willdetermine the Equivalent Amount of(a)each Borrowing as of the date two (2) Business Days prior to the date of such Borrowingand, if applicable, the date of conversion or continuation of any Borrowing; (b)the LC Exposure as of the date of each request for the issuance, amendment, renewalor extension of any Letter of Credit; and33  (c)all outstanding Loans and the LC Exposure on and as of the last Business Day of eachcalendar quarter and, during the continuation of an Event of Default, on any other Business Dayelected by the Administrative Agent in its discretion or upon instruction by the Majority Lenders.Each day upon or as of which the Administrative Agent determines Equivalent Amounts asdescribed in the preceding clauses (a), (b) or (c) is herein described as a Computation Date with respectto each Borrowing, Letter of Credit or LC Exposure for which an Equivalent Amount is determined onor as of such date.Section 1.06 Additional Alternative Currencies.(a)If, pursuant to clause (e) of the definition of Agreed Alternative Currency, the AdministrativeAgent and each Lender consent to the addition of a requested currency as an Agreed AlternativeCurrency, the Administrative Agent shall notify the Parent and (i) the Administrative Agent and eachLender may amend the definition of LIBO Rate to the extent necessary to add the applicable interestrate for such currency and (ii) to the extent the definition of LIBO Rate reflects the appropriate interestrate for such currency or has been amended to reflect the appropriate interest rate for such currency,such currency shall thereupon be deemed for all purposes to be an Alternative Currency for thepurposes of any Eurocurrency Borrowings hereunder.(b)If, pursuant to clause (b) of the definition of Non-Pro Rata Alternative Currency, theAdministrative Agent and the Majority Lenders consent to the addition of a requested currency as aNon-Pro Rata Alternative Currency, the Administrative Agent shall notify the Parent and (i) theAdministrative Agent and such Lenders may amend the definition of LIBO Rate to the extentnecessary to add the applicable interest rate for such currency and (ii) to the extent the definition ofLIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect theappropriate interest rate for such currency, such currency shall thereupon be deemed for all purposes tobe an Alternative Currency for the purposes of any Eurocurrency Borrowings hereunder.ARTICLE IIThe CreditsSection 2.01 Commitments. Subject to the terms and conditions set forth herein, eachLender agrees to make Revolving Loans in Dollars or Alternative Currencies to the Borrowers fromtime to time during the Availability Period in an aggregate principal amount that will not result in suchLender’s Revolving Credit Exposure exceeding such Lender’s Commitment, subject to Sections 1.05and 2.10; provided that (a) Revolving Loans in Canadian Dollars shall be made only to the CanadianBorrower or a U.S. Borrower and (b) with respect to Revolving Loans in a Non-Pro Rata AlternativeCurrency, only the Lenders that are designated on Schedule 1.01 as having agreed to fund RevolvingLoans in such Non-Pro Rata Alternative Currency shall participate in making suchRevolving Loans, notwithstanding that this results in such Lenders having amounts owing by theBorrowers on a non-pro rata basis. Following the advance of Revolving Loans in a Non-Pro Rata34  Alternative Currency, the provisions of Section 2.02(e) shall apply to subsequent Revolving Loans inDollars and Agreed Alternative Currencies, to the extent provided therein. Within the foregoing limitsand subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay andreborrow Revolving Loans.Section 2.02 Loans and Borrowings(a)Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loansmade by the Lenders ratably in accordance with their respective Commitments. The failure of anyLender to make any Loan required to be made by it shall not relieve any other Lender of its obligationshereunder; provided that the Commitments of the Lenders are several and no Lender shall beresponsible for any other Lender’s failure to make Loans as required.(b)Subject to Section 2.13, (a) each Revolving Borrowing requested in Dollars shall becomprised entirely of ABR Loans or Eurocurrency Loans as the relevant Borrower may request inaccordance herewith, (b) each Revolving Borrowing requested in Canadian Dollars shall be comprisedentirely of Canadian Prime Rate Loans or CDOR Loans as the relevant Borrower may request inaccordance herewith, (c) each Revolving Borrowing requested in Australian Dollars shall becomprised entirely of BBSY Loans, (d) each Revolving Borrowing requested in Rand shall becomprised entirely of JIBAR Loans and (e) each Revolving Borrowing requested in any otherAlternative Currency shall be comprised entirely of Eurocurrency Loans. Each Swingline Loan(a) denominated in Dollars shall be an ABR Loan, (b) denominated in Canadian Dollars shall be aCanadian Prime Rate Loan and (c) denominated in any other Alternative Currency shall bear interestbased upon the applicable Swingline Rate. Each Lender may make any Loan by causing any domesticor foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of suchoption shall not affect the obligation of the relevant Borrower to repay such Loan in accordance withthe terms of this Agreement. (c)At the commencement of each Interest Period for any Eurocurrency Borrowing denominatedin Dollars, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 andnot less than $1,000,000. At the commencement of each Interest Period for any EurocurrencyBorrowing denominated in an Alternative Currency, any CDOR Borrowing, any BBSY Borrowing orany JIBAR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple ofthe Equivalent Amount of $100,000 in the relevant currency and not less than the Equivalent Amountof $1,000,000 in the relevant currency; provided that a Eurocurrency Borrowing, BBSY Borrowingor JIBAR Borrowing may be in an aggregate amount that is equal to (i) that which is required to repaya Swingline Loan in the same Alternative Currency or (ii) that which is required to finance thereimbursement of an LC Disbursement in the same Alternative Currency as contemplated by Section2.05(e). At the time that each ABR Revolving Borrowing or Canadian Prime Rate RevolvingBorrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of theEquivalent Amount of $500,000; provided that an ABR Revolving Borrowing or a Canadian PrimeRate Borrowing may be in an aggregate amount that is equal to (i) the entire unused balance of the totalCommitments, (ii) thatwhich is required to repay a Swingline Loan in the same currency, or (iii) that which is required tofinance the reimbursement of an LC Disbursement in the same currency as contemplated by Section2.05(e). Borrowings of more than one Type and Class may be outstanding at the same time; providedthat there shall not at any time be more than a total of 25 Revolving Borrowings35  (other than ABR Revolving Borrowings and Canadian Prime Rate Revolving Borrowings)outstanding.(d)Notwithstanding any other provision of this Agreement, no Borrower shall be entitled torequest, or to elect to convert or continue, any Borrowing if the Interest Period requested with respectthereto would end after the Termination Date.(e)If a Revolving Borrowing is made in a Non-Pro Rata Alternative Currency, as contemplatedby Section 2.01, subsequent Revolving Loans requested in Dollars and Agreed Alternative Currenciesshall be advanced first by Lenders that did not fund such Revolving Loans included in such earlierBorrowing until such time as the amount owing to each of the Lenders in respect of the outstandingRevolving Loans is equal to its Applicable Percentage of the aggregate Commitments. Thereafter,such Revolving Loans will be advanced by the Lenders in accordance with their respective ApplicablePercentages of the aggregate Commitments.Section 2.03 Requests for Borrowings. To request a Revolving Loan, the relevantBorrower shall provide notice of such request by telephone in the case of a Borrowing in Dollars andin writing (including by email) in the case of a Borrowing in an Alternative Currency (a) in the case ofa CDOR Borrowing or a Eurocurrency Borrowing in Dollars, to the Administrative Agent not laterthan 12:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (b)in the case of a Eurocurrency Borrowing in an Alternative Currency, to the Alternative CurrencyAgent not later than 12:00 p.m., Local Time, three (3) Business Days before the date of the proposedBorrowing, (c) in the case of a BBSY Borrowing, to the Alternative Currency Agent not later than12:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (d) in thecase of a JIBAR Borrowing, to the Alternative Currency Agent not later than 12:00 p.m., Local Time,four (4) Business Days before the date of the proposed Borrowing, (e) in the case of an ABRBorrowing, to the Administrative Agent not later than 12:00 p.m., Local Time, on the date of theproposed Borrowing and (f) in the case of a Canadian Prime Rate Borrowing, to the AlternativeCurrency Agent not later than 12:00 p.m., Local Time, one (1) Business Day before the date of theproposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall beconfirmed promptly by hand delivery or telecopy to the Administrative Agent of a written BorrowingRequest signed by the relevant Borrower. Each such telephonic and written Borrowing Request shallspecify the following information in compliance with Section 2.02:(i)the aggregate amount of the requested Borrowing;(ii)the date of such Borrowing, which shall be a Business Day;(iii)whether such Borrowing is to be an ABR Borrowing, a EurocurrencyBorrowing, a CDOR Borrowing, a Canadian Prime Rate Borrowing, a BBSY Borrowing or aJIBAR Borrowing, as applicable;(iv)in the case of a Eurocurrency Borrowing, a CDOR Borrowing, a BBSYBorrowing or a JIBAR Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”; and36  (v)the location and number of the relevant Borrower’s account to which funds areto be disbursed.If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be(A) in the case of a Borrowing denominated in Dollars, an ABR Borrowing, (B) in the case of aBorrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing, (C) in the case of aBorrowing denominated in Australian Dollars, a BBSY Borrowing, (D) in the case of a Borrowingdenominated in Rand, a JIBAR Borrowing and (E) in the case of a Borrowing denominated in anyother Alternative Currency, a Eurocurrency Borrowing. If no Interest Period is specified with respectto any requested Eurocurrency Borrowing, CDOR Borrowing, BBSY Borrowing or JIBARBorrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of onemonth’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section,the Administrative Agent shall advise each applicable Lender of the details thereof and of the amountof such Lender’s Loan to be made as part of the requested Borrowing.Section 2.04 Swingline Loans.(a)Subject to the terms and conditions set forth herein, the Swingline Lender agrees to makeSwingline Loans in Dollars or any Alternative Currency to the Borrowers from time to time during theAvailability Period in an aggregate principal amount at any time outstanding that will not result in (i)the Swingline Exposure exceeding $50,000,000 or (ii) the Swingline Lender’s Revolving CreditExposure exceeding its Commitment, in each case, subject to Sections 1.05 and 2.10; provided that(A) Swingline Loans in Canadian Dollars shall be made only to the Canadian Borrower or a U.S.Borrower and (B) the Swingline Lender shall not be required to make a Swingline Loan to refinancean outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions setforth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. Each SwinglineLoan shall be in an amount that is not less than $100,000 or the Equivalent Amount in an AlternativeCurrency.(b)To request a Swingline Loan, the relevant Borrower shall notify the Administrative Agent ofsuch request by telephone (confirmed by telecopy), not later than (i) 3:00 p.m., Local Time, on the dayof a proposed Swingline Loan in Dollars, (ii) 12:00 p.m., Local Time, on the day of a proposedSwingline Loan in Canadian Dollars or (iii) 11:00 a.m., Local Time, on the day of a proposedSwingline Loan in an Alternative Currency. Each such notice shall be irrevocable and shall specify therequested date (which shall be a Business Day), the amount of the requested Swingline Loan and therequested Alternative Currency, if such Swingline Loan is to be made in an Alternative Currency. TheAdministrative Agent will promptly advise the Swingline Lender of any such notice received from aBorrower. The Swingline Lender shall make each Swingline Loan available to the relevant Borrowerto such account or accounts of such Borrower designated by it in its Borrowing Request (or, in the caseof a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided inSection 2.05(e), by remittance to the Issuing Lender) by (i) 3:30 p.m., Local Time, on the requesteddate of any Swingline Loan in Dollars or Canadian Dollars or (ii) 2:00 p.m., Local Time, on therequested date of any Swingline Loan in any other Alternative Currency.37  (c)The Swingline Lender may by written notice given to the Administrative Agent not laterthan 10:00 a.m., Local Time, on any Business Day require the Lenders to acquire participations onsuch Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specifythe aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receiptof such notice, the Administrative Agent will give notice thereof to each Lender, specifying in suchnotice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender herebyabsolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to theAdministrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentageof such Swingline Loan or Loans. Such payments by the Lenders shall be made in the same currencyas such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation toacquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional andshall not be affected by any circumstance whatsoever, including the occurrence and continuance of aDefault or an Event of Default or reduction or termination of the Commitments, and that each suchpayment shall be made without any offset, abatement, withholding or reduction whatsoever. EachLender shall comply with its obligation under this paragraph by wire transfer of immediately availablefunds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and theAdministrative Agent shall promptly pay to the Swingline Lender the amounts so received by it fromthe Lenders. The Administrative Agent shall notify the applicable Borrowers of any participations inany Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of suchSwingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Anyamounts received by the Swingline Lender from any Borrower (or other party on behalf of anyBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of asale of participations therein shall be promptly remitted to the Administrative Agent; any such amountsreceived by the Administrative Agent shall be promptly remitted by the Administrative Agent to theLenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, astheir interests may appear; provided that any such payment so remitted shall be repaid by the SwinglineLender or to the Administrative Agent, as applicable, if and to the extent such payment is required tobe refunded to such Borrower for any reason. The purchase of participations in a Swingline Loanpursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.Section 2.05 Letters of Credit.(a)General. Subject to the terms and conditions set forth herein, (i) each Borrower may requestthe issuance of Letters of Credit in Dollars or any Alternative Currency (other than Canadian Dollars)and (ii) the Canadian Borrower and each U.S. Borrower may request the issuance of Letters of Creditin Canadian Dollars, in each case, for its own account or the account of any of its Subsidiaries, in aform reasonably acceptable to the Administrative Agent and the Issuing Lender and at any time andfrom time to time during the Availability Period. In the event of any inconsistency between the termsand conditions of this Agreement and the terms and conditions of any form of letter of creditapplication or other agreement submitted by any Borrower to, or entered into by any Borrower with,the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shallcontrol.(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request theissuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter ofCredit), the relevant Borrower shall hand deliver or telecopy (or transmit by38  electronic communication, if arrangements for doing so have been approved by the Issuing Lender) tothe Administrative Agent and the Issuing Lender at least three Business Days (or such shorter periodacceptable to the Issuing Lender) in advance of the requested date of issuance, amendment, renewal orextension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to beamended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shallcomply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and addressof the beneficiary thereof, the requested Alternative Currency, if such Letter of Credit is to be issued inan Alternative Currency, and such other information as shall be necessary to prepare, amend, renew orextend such Letter of Credit. If requested by the Issuing Lender, the relevant Borrower also shallsubmit a letter of credit application on the standard form of the Issuing Lender in connection with anyrequest for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if(and upon issuance, amendment, renewal or extension of each Letter of Credit the relevantBorrower shall be deemed to represent and warrant that), after giving effect to such issuance,amendment, renewal or extension (i) the LC Exposure shall not exceed $30,000,000 and (ii) the totalRevolving Credit Exposures shall not exceed the total Commitments, in each case, subject to Sections1.05 and 2.10.(c)Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on theearlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case ofany renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is fiveBusiness Days prior to the Termination Date; provided, however, that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no eventextend beyond the date referred to in clause (ii) above).(d)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Creditincreasing the amount thereof) and without any further action on the part of the Issuing Lender, or theLenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from theIssuing Lender, a participation in such Letter of Credit equal to such Lender’s Applicable Percentageof the aggregate amount available to be drawn under such Letter of Credit. In consideration and infurtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to theAdministrative Agent, for the account of the Issuing Lender, such Lender’s Applicable Percentage ofeach LC Disbursement made by the Issuing Lender and not reimbursed by the relevant Borrower onthe date due as provided in paragraph (e) of this Section, or of any reimbursement payment required tobe refunded to the relevant Borrower for any reason. Such payments shall be made in the samecurrency in which such Letter of Credit was issued. Each Lender acknowledges and agrees that itsobligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absoluteand unconditional and shall not beaffected by any circumstance whatsoever, including any amendment, renewal or extension of anyLetter of Credit or the occurrence and continuance of a Default or an Event of Default or reduction ortermination of the Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever.(e)Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of aLetter of Credit for the relevant Borrower’s own account or the account of any of its Subsidiaries, suchBorrower shall reimburse such LC Disbursement by paying to the39  Administrative Agent an amount equal to, and in the same currency as, such LC Disbursement not laterthan (i) in the case of an LC Disbursement in Dollars or Canadian Dollars, 12:00 noon, Local Time, onthe date that such LC Disbursement is made, if such Borrower shall have received notice of such LCDisbursement prior to 9:00 a.m., Local Time, on such date, or, if such notice has not been received bysuch Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on theBusiness Day immediately following the day that such Borrower receives such notice or (ii) in the caseof an LC Disbursement in any other Alternative Currency, not later than 1:00 p.m., Local Time, on theBusiness Day immediately following the day that such Borrower received such notice; provided that,(A) in the case of an LC Disbursement in Dollars or Canadian Dollars, if such LC Disbursement is notless than the Equivalent Amount of $100,000, such Borrower may, subject to the conditions toborrowing set forth herein, request, in accordance with Section 2.03 or 2.04, that such payment befinanced with an ABR Revolving Borrowing or a Canadian Prime Rate Revolving Borrowing, asapplicable, or a Swingline Loan in the amount of such payment and, to the extent so financed, suchBorrower’s obligation to make such payment shall be discharged and replaced by the resultingRevolving Borrowing or Swingline Loan and (B) in the case of an LC Disbursement in an AlternativeCurrency, if such LC Disbursement is not less than the Equivalent Amount of $100,000, suchBorrower may, subject to the conditions to borrowing set forth herein, request, in accordance withSection 2.03 or 2.04, that such payment be financed with a Revolving Borrowing or Swingline Loanin the same currency in the amount of such payment and, to the extent so financed, such Borrower’sobligation to make such payment shall be discharged and replaced by the resulting RevolvingBorrowing or Swingline Loan. If the relevant Borrower fails to make such payment when due, theAdministrative Agent shall notify each Lender of the applicable LC Disbursement, the payment thendue from the relevant Borrower in respect thereof and such Lender’s Applicable Percentagethereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agentits Applicable Percentage of the payment then due from the relevant Borrower in the same manner asprovided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shallpromptly pay to the Issuing Lender the amounts so received by it from the Lenders. Such payments bythe Lenders shall be made in the currency of the applicable LC Disbursement. Promptly followingreceipt by the Administrative Agent of any payment from the relevant Borrower pursuant to thisparagraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to theextent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender,then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by aLender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (otherthan the funding of Revolving Borrowing or a Swingline Loan as contemplated above) shall notconstitute a Loan and shall not relieve the relevant Borrower of its obligation to reimburse such LCDisbursement.(f)Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements asprovided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall beperformed strictly in accordance with the terms of this Agreement under any and all circumstanceswhatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or thisAgreement, or any term or provision therein, (ii) any draft or other document presented under a Letterof Credit proving to be forged, fraudulent or invalid in any respect or any statement therein beinguntrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit againstpresentation of a draft or other document that does not comply40  with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether ornot similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legalor equitable discharge of, or provide a right of setoff against, such Borrower’s obligationshereunder. Neither the Administrative Agent, the Lenders, the Issuing Lender, nor any of their RelatedParties, shall have any liability or responsibility by reason of or in connection with the issuance ortransfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespectiveof any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,loss or delay in transmission or delivery of any draft, notice or other communication under or relating toany Letter of Credit (including any document required to make a drawing thereunder), any error ininterpretation of technical terms or any consequence arising from causes beyond the control of theIssuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender fromliability to a Borrower to the extent of any direct damages (as opposed to consequential damages,claims in respect of which are hereby waived by each Borrower to the extent permitted by applicableLaw) suffered by such Borrower or any of its Subsidiaries that are caused by (a) the Issuing Lender’sfailure to exercise care when determining whether drafts and other documents presented under a Letterof Credit comply with the terms thereof, or (b) the Issuing Lender’s gross negligence, willfulmisconduct or bad faith. The parties hereto expressly agree that, in the absence of gross negligence,willful misconduct or bad faith on the part of the Issuing Lender (as finally determined by a court ofcompetent jurisdiction), the Issuing Lender shall be deemed to have exercised care in each suchdetermination. In furtherance of the foregoing and without limiting the generality thereof (except withrespect to gross negligence, willful misconduct and bad faith in which case the immediately priorsentence will apply), the parties agree that, with respect to documents presented which appear on theirface to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in itssole discretion, either accept and make payment upon such documents without responsibility for furtherinvestigation, regardless of any notice or information to the contrary, or refuse to accept and makepayment upon such documents if such documents are not in strict compliance with the terms of suchLetter of Credit.(g)Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof,examine all documents purporting to represent a demand for payment under a Letter of Credit. TheIssuing Lender shall promptly notify the Administrative Agent and the relevant Borrower by telephone(confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or willmake an LC Disbursement thereunder; provided that any failure to give or delay in giving such noticeshall not relieve the relevant Borrower of its obligation to reimburse the Issuing Lender and theLenders with respect to any such LC Disbursement.(h)Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless therelevant Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement ismade, the unpaid amount thereof shall bear interest, for each day from and including the date such LCDisbursement is made to but excluding the date that the relevant Borrower reimburses such LCDisbursement, at the rate per annum then applicable to ABR Revolving Loans in the case of an LCDisbursement in Dollars and at the rate per annum then applicable to Revolving Loans in the relevantcurrency in the case of an LC Disbursement in an Alternative Currency; provided that, if the relevantBorrower fails to reimburse such LC Disbursement when due pursuant to paragraph (d) of this Section,then Section 2.12(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account ofthe Issuing Lender except41  that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of thisSection to reimburse the Issuing Lender shall be for the account of such Lender to the extent of suchpayment.(i)Replacement of the Issuing Lender. The Issuing Lender may be replaced at any time bywritten agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender andthe successor Issuing Lender. The Administrative Agent shall notify the Lenders of any suchreplacement of the Issuing Lender. At the time any such replacement shall become effective, theParent shall pay, or shall cause to be paid, all unpaid fees accrued for the account of the replacedIssuing Lender pursuant to Section 2.11(b). From and after the effective date of any such replacement,(i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender underthis Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to theterm “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender orto such successor and all previous Issuing Lenders, as the context shall require. After the replacementof an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shallcontinue to have all the rights and obligations of an Issuing Lender under this Agreement with respectto Letters of Credit issued by it prior to such replacement, but shall not be required to issue additionalLetters of Credit.(j)Cash Collateralization. If any Event of Default shall occur and be continuing, on theBusiness Day that the Parent receives notice from the Administrative Agent, the Majority Lenders (or,if the maturity of the Loans has been accelerated, the Lenders with LC Exposure representing greaterthan 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to thisparagraph), the Borrowers shall deposit in an account with the Administrative Agent, in the name ofthe Administrative Agent and for the benefit of the Lenders, an amount in cash equal to, and in thesame currencies as, the aggregate undrawn amount of all Letters of Credit as of such date and theaggregate amount of all LC Disbursements in respect of Letters of Credit that have not beenreimbursed by or on behalf of the Borrowers or converted into a Loan pursuant to Section 2.05(e) as ofsuch date and, in each case, any accrued and unpaid interest thereon; provided that the obligation todeposit such cash collateral shall become effective immediately, and such deposit shall becomeimmediately due and payable, without demand or other notice of any kind, upon the occurrence of anyEvent of Default with respect to any Borrower described in clause (h) or (i) of Section 7.01. Suchdeposit shall be held by the Administrative Agent as collateral for the payment and performance of theobligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusivedominion and control, including the exclusive right of withdrawal, over such account. Other than anyinterest earned on the investment of such deposits, which investments shall be made at the option anddiscretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans orinvestments generally comparable to those described in clauses (a) through (e) of PermittedInvestments) and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest orprofits, if any, on such investments shall accumulate in such account. Moneys in such account shall beapplied by the Administrative Agent to reimburse the Issuing Lender for LC Disbursements for whichit has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of thereimbursement obligations of the Borrowers for the LC Exposure at such time or, subject to the consentof Lenders with LC Exposure representing greater than 50% of the total LC Exposure, be applied tosatisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required toprovide an amount of cash collateral hereunder, such amount (to the extent not applied42  as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Defaulthave been cured or waived.(k)Existing Letters of Credit. The Existing Letters of Credit shall be Letters of Credithereunder for all purposes.(l)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued oroutstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of aBorrower, such Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and alldrawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance ofLetters of Credit for the account of any of its Subsidiaries inures to the benefit of such Borrower, andthat such Borrower’s business derives substantial benefits from the business of such Subsidiaries.Section 2.06 Funding of Borrowings.(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereofby wire transfer of immediately available funds (i) in the case of Loans in Dollars or Canadian Dollars,by 2:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it forsuch purpose by notice to the Lenders and (ii) in the case of Loans in any other Alternative Currency,by 2:00 p.m., Local Time, to the account of the Alternative Currency Agent most recently designatedby it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made asprovided in Section 2.04. The Administrative Agent will make such Loans available to the relevantBorrower by promptly crediting the amounts so received, in like funds, to such account or accounts ofsuch Borrower designated by it in the applicable Borrowing Request; provided that RevolvingBorrowings or Swingline Loans made to finance the reimbursement of an LC Disbursement asprovided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Lender.(b)Unless the Administrative Agent shall have received notice from a Lender prior to theproposed date of any Borrowing that such Lender will not make available to the Administrative Agentsuch Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender hasmade such share available on such date in accordance with paragraph (a) of this Section and may, inreliance upon such assumption, make available to the relevant Borrower a corresponding amount. Insuch event, if a Lender has not in fact made its share of the applicable Borrowing available to theAdministrative Agent, then the applicable Lender and the applicable Borrower severally agree to payto the Administrative Agent forthwith on demand suchcorresponding amount with interest thereon plus any customary charges paid by the AlternativeCurrency Agent to its correspondent bank, for each day from and including the date such amount ismade available to such Borrower to but excluding the date of payment to the Administrative Agent, at(i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined bythe Administrative Agent in accordance with banking industry rules on interbankcompensation (including without limitation the Overnight Alternative Currency Rate in the case ofLoans denominated in an Alternative Currency) or (ii) in the case of such Borrower, the interest rateapplicable to such Borrowing. If such Lender pays such amount to the Administrative Agent, thensuch amount shall constitute such Lender’s Loan included in such Borrowing.43  Section 2.07 Interest Elections.(a)Each Borrowing initially shall be of the Type specified in the applicable Borrowing Requestand, in the case of a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBARBorrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,the relevant Borrower may elect to convert such Borrowing to a different Type or to continue suchBorrowing and, in the case of a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowingor a JIBAR Borrowing, may elect Interest Periods therefor, all as provided in this Section. Therelevant Borrower may elect different options with respect to different portions of the affectedBorrowing, in which case each such portion shall be allocated ratably among the Lenders holding theLoans comprising such Borrowing, and the Loans comprising each such portion shall be considered aseparate Borrowing. This Section shall not apply to Swingline Borrowings, which may not beconverted or continued.(b)To make an election pursuant to this Section, the relevant Borrower shall notify theAdministrative Agent or the Alternative Currency Agent, as applicable, of such election by telephonein the case of the Administrative Agent and in writing in the case of the Alternative Currency Agent bythe time that a Borrowing Request would be required under Section 2.03 if such Borrower wererequesting a Borrowing of the Type resulting from such election to be made on the effective date ofsuch election. Each such telephonic Interest Election Request shall be irrevocable and shall beconfirmed promptly by hand delivery or telecopy to the Administrative Agent or the AlternativeCurrency Agent, as applicable, of a written Interest Election Request signed by the relevantBorrower.(c)Each telephonic and written Interest Election Request shall specify the following informationin compliance with Section 2.02:(i)the Borrowing to which such Interest Election Request applies and, if differentoptions are being elected with respect to different portions thereof, the portions thereof to beallocated to each resulting Borrowing (in which case the information to be specified pursuant toclauses (iii) and (iv) below shall be specified for each resulting Borrowing);(ii)the effective date of the election made pursuant to such Interest ElectionRequest, which shall be a Business Day;44  (iii)whether the resulting Borrowing is to be an ABR Borrowing, a Canadian PrimeRate Borrowing, a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or aJIBAR Borrowing; and(iv)if the resulting Borrowing is a Eurocurrency Borrowing, CDOR Borrowing,BBSY Borrowing or JIBAR Borrowing, the Interest Period to be applicable thereto aftergiving effect to such election, which shall be a period contemplated by the definition of the term“Interest Period”.If any such Interest Election Request requests a Eurocurrency Borrowing, CDOR Borrowing,BBSY Borrowing or JIBAR Borrowing but does not specify an Interest Period, then the relevantBorrower shall be deemed to have selected an Interest Period of one month’s duration.(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shalladvise each affected Lender of the details thereof and of such Lender’s portion of each resultingBorrowing.(e)If the relevant Borrower fails to deliver a timely Interest Election Request with respect to aEurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing prior tothe end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as providedherein, at the end of such Interest Period such Borrowing shall (i) in the case of a EurocurrencyBorrowing denominated in Dollars, be converted to an ABR Borrowing, (ii) in the case of a CDORBorrowing, be converted to a Canadian Prime Rate Borrowing and (iii) in the case of a Borrowingdenominated in any other Alternative Currency, automatically continue as a Eurocurrency Borrowing,a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing, as the case may be, with an interestperiod of one month. Notwithstanding any contrary provision hereof, if an Event of Default hasoccurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, sonotifies the Parent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing inDollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, eachEurocurrency Borrowing in Dollars shall be converted to an ABR Borrowing at the end of the InterestPeriod applicable thereto, (iii) no outstanding Borrowing in Canadian Dollars may be converted to orcontinued as a CDOR Borrowing and (iv) unless repaid, each CDOR Borrowing shall be converted toa Canadian Prime Rate Borrowing at the end of the Interest Period applicable thereto.Section 2.08 Termination and Reduction of Commitments. (a)Unless previously terminated, the Commitments shall terminate on the TerminationDate.(b)The Parent may at any time terminate or from time to time reduce the Commitments;provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of$100,000 and not less than $1,000,000 and (ii) the Parent shall not terminate or reduce theCommitments if, after giving effect to any concurrent prepayment of the Loans in accordance withSection 2.10, the total Revolving Credit Exposures would exceed the total Commitments.45  (c)The Parent shall notify the Administrative Agent of any election to terminate or reduce theCommitments under paragraph (b) of this Section at least three Business Days prior to the effectivedate of such termination or reduction, specifying such election and the effective date thereof. Promptlyfollowing receipt of any notice, the Administrative Agent shall advise the Lenders of the contentsthereof. Each notice delivered by the Parent pursuant to this Section shall be irrevocable. Anytermination or reduction of the Commitments shall be permanent. Each reduction of the Commitmentsshall be made ratably among the Lenders in accordance with their respective Commitments.Section 2.09 Repayment of Loans; Evidence of Debt. Each Borrower herebyunconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the thenunpaid principal amount of each Revolving Loan made to such Borrower on the Termination Date,and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made tosuch Borrower on the Termination Date; provided that on each date that a Revolving Borrowing ismade, the Borrowers shall repay all Swingline Loans then outstanding that are denominated in thesame currency as such Revolving Borrowing and the proceeds of such Revolving Borrowing shall beapplied by the Administrative Agent to repay such outstanding Swingline Loans.(a)Each Lender shall maintain in accordance with its usual practice an account or accountsevidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by suchLender, including the amounts of principal and interest payable and paid to such Lender from time totime hereunder.(b)The Administrative Agent shall maintain accounts in which it shall record (i) the amount ofeach Loan made hereunder, the Class, Type and currency thereof and the Interest Period applicablethereto, (ii) the amount of any principal or interest due and payable or to become due and payable fromthe Borrowers to each Lender hereunder and (iii) the amount of any sum received by theAdministrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.(c)The entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Sectionshall be prima facie evidence of the existence and amounts of the obligations recorded therein;provided that the failure of any Lender or the Administrative Agent to maintain such accounts or anyerror therein shall not in any manner affect the obligation of the Borrowers to repay the Loans inaccordance with the terms of this Agreement, and provided further, that to the extent there is anyinconsistency between the accounts maintained pursuant to paragraph (a) or (b) of this Section and theentries in the Register maintained by the Administrative Agent pursuant to Section 10.04(b)(iv), theentries in the Register shall control.(d)Any Lender may request that Loans made by it be evidenced by a promissory note. In suchevent, the applicable Borrowers shall prepare, execute and deliver to such Lender a promissory notepayable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) andin a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissorynote and interest thereon shall at all times (including after46  assignment pursuant to Section 10.04) be represented by one or more promissory notes in such formpayable to the payee named therein.Section 2.10 Prepayment of Loans.(a)Each Borrower shall have the right at any time and from time to time to prepay anyBorrowing selected by it in whole or in part, subject to prior notice in accordance with thisparagraph. The relevant Borrower shall notify the Administrative Agent (and, in the case ofprepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of anyprepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing in Dollars or aCDOR Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days before the date ofprepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime RateBorrowing, not later than 11:00 a.m., Local Time, on the date of prepayment, (iii) in the case ofprepayment of a Swingline Loan in Dollars or Canadian Dollars, not later than 12:00 noon, LocalTime, on the date of prepayment, (iv) in the case of prepayment of a JIBAR Borrowing, not later than11:00 a.m., Local Time, four (4) Business Days before the date of such payment and shall providewritten notice thereof to the Alternative Currency Agent at the same time or (v) in the case ofprepayment of a Borrowing in any other Alternative Currency, not later than 11:00 a.m., Local Time,three (3) Business Days before the date of prepayment and shall provide written notice thereof to theAlternative Currency Agent at the same time. Each such notice shall be irrevocable and shall specifythe prepayment date and the principal amount of each Borrowing or portion thereof to beprepaid. Promptly following receipt of any such notice relating to a Borrowing (other than a SwinglineLoan), the Administrative Agent shall advise the appropriate Lenders of the contents thereof. Eachpartial prepayment of any Borrowing shall be in an amount that would be permitted in the case of anadvance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of aRevolving Borrowing shall be applied to reduce pro rata all Loans comprising the designatedBorrowing being prepaid. Prepayments shall be accompanied by accrued interest to the extentrequired by Section 2.12 and any amounts required to be paid under Section 2.15.(b)If at any time, (i) other than as a result of fluctuations in currency exchange rates, theRevolving Credit Exposures (calculated in accordance with Section 1.05 as of the most recentComputation Date) exceed the total Commitments, or (ii) solely as a result of fluctuations in currencyexchange rates, the Revolving Credit Exposures (calculated in accordance with Section 1.05 as of themost recent Computation Date) exceed 105% of the total Commitments, the Borrowers shall in eachcase, within three (3) Business Days after the relevant Computation Date, repay Borrowings or cashcollateralize LC Exposure in an account with the Administrative Agent, as applicable, in an aggregateprincipal amount sufficient to eliminate such excess condition.Section 2.11 Fees.(a)The Parent shall pay, or shall cause to be paid, to the Administrative Agent for the accountof each Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the47  daily amount of the unused Commitment of such Lender during the period from and including theEffective Date to but excluding the date on which the Commitments terminate. Accrued commitmentfees shall be payable in arrears on the last day of March, June, September and December of each yearduring the Availability Period and on the date on which the Commitments terminate, commencing onthe first such date to occur after the date hereof. All commitment fees shall be computed on the basis ofa year of 360 days and shall be payable for the actual number of days elapsed (including the first daybut excluding the last day). For purposes of calculating the unused Commitment of each Lender,Swingline Loans made by or deemed made or attributable to such Lender shall not count as usage.(b)The Parent shall pay, or shall cause to be paid, (i) to the Administrative Agent for theaccount of each Lender a participation fee with respect to its participations in Letters of Credit, whichfee shall accrue at the same Applicable Margin used to determine the interest rate applicable toEurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding anyportion thereof attributable to unreimbursed LC Disbursements) during the period from and includingthe Effective Date to but excluding the later of the date on which such Lender’s Commitmentterminates and the date on which it ceases to have any LC Exposure and (ii) to the Issuing Lender afronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of theLC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) duringthe period from and including the Effective Date to but excluding the later of the date of termination ofthe Commitments and the date on which there ceases to be any LC Exposure, but in no event less than$500, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewalor extension of any Letter of Credit or processing of drawings thereunder. Participation fees andfronting fees accrued through and including the last day of March, June, September and December ofeach year during the Availability Period shall be payable on the third Business Day following such lastday of such months, commencing on the first such date to occur after the Effective Date; provided thatall such fees shall be payable on the date on which the Commitments terminate and any such feesaccruing after the date on which the Commitments terminate shall be payable on demand. Any otherfees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days afterdemand. All participation fees and fronting fees shall be computed on the basis of a year of 360 daysand shall be payable for the actual number of days elapsed (including the first day but excluding thelast day).(c)The Parent shall pay, or shall cause to be paid, to the Administrative Agent, for its ownaccount, fees payable in the amounts and at the times specified in the Fee Letter, or otherwiseseparately agreed upon, between the Parent and the Administrative Agent.(d)All fees payable hereunder shall be paid on the dates due, in immediately available funds, tothe Administrative Agent (or to the Issuing Lender in the case of fees payable to it) for distribution, inthe case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundableunder any circumstances.Section 2.12 Interest.(a)The Loans comprising each ABR Revolving Borrowing shall bear interest at the AlternateBase Rate plus the Applicable Margin. The Loans comprising each Canadian Prime48  Rate Revolving Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Margin.(b)The Loans comprising each Eurocurrency Borrowing shall bear interest at the AdjustedLIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. The Loanscomprising each CDOR Borrowing shall bear interest at the Canadian Dealer Offered Rate for theInterest Period in effect for such Borrowing plus the Applicable Margin. The Loans comprising eachBBSY Borrowing shall bear interest at the Bank Bill Swap Reference Rate for the Interest Period ineffect for such Borrowing plus the Applicable Margin. The Loans comprising each JIBAR Borrowingshall bear interest at the Johannesburg Interbank Agreed Rate for the Interest Period in effect for suchBorrowing plus the Applicable Margin.(c)Each Swingline Loan shall bear interest at a rate per annum equal to the SwinglineRate.(d)Reserved.(e)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or otheramount payable by any Borrower hereunder is not paid when due, such overdue amount shall bearinterest at the Default Rate.(f)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date forsuch Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that(i) interest accrued pursuant to paragraph (e) of this Section shall be payable on demand, (ii) in theevent of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan orCanadian Prime Rate Loan prior to the end of the Availability Period), accrued interest on the principalamount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in theevent of any conversion of any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan priorto the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on theeffective date of such conversion.(g)All interest hereunder shall be computed on the basis of a year of 360 days, except that(i) interest on Borrowings denominated in Pounds Sterling, Canadian Dollars and Australian Dollarsand (ii) interest computed by reference to the Alternate Base Rate at times when the Alternate BaseRate is based on the Prime Rate, in each case, shall be computed on the basis of a year of 365 days (or,except in the case of Borrowings denominated in Pounds Sterling, 366 days in a leap year), and in eachcase shall be payable for the actual number of days elapsed (including the first day but excluding thelast day). The applicable Alternate Base Rate, Adjusted LIBO Rate, Canadian Prime Rate, CanadianDealer Offered Rate, Eurocurrency Rate, Bank Bill Swap Reference Rate, Johannesburg InterbankAgreed Rate or LIBO Rate shall be determined by the Administrative Agent, and such determinationshall be conclusive absent manifest error.Section 2.13 Market Disruption; Alternate Rate of Interest. (a)Market Disruption. If, at the time the Administrative Agent or Alternative Currency Agentshall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period, theapplicable Screen Rate shall not be available for such Interest Period and/or49  for the applicable currency for any reason and the Administrative Agent or Alternative Currency Agentshall determine that it is not possible to determine the Interpolated Rate (which conclusion shall beconclusive and binding absent manifest error), then (i) the LIBO Rate, the Bank Bill Swap ReferenceRate or the Johannesburg Interbank Agreed Rate, as the case may be, for such Interest Period for therelevant currency shall be the Reference Bank Rate and (ii) the Canadian Dealer Offered Rate for suchInterest Period shall be the rate quoted by the Administrative Agent as of the applicable time on theQuotation Day; provided that if the Reference Bank Rate shall be less than zero, such rate shall bedeemed to be zero for purposes of this Agreement; provided, further, that if less than two ReferenceBanks shall supply a rate to the Administrative Agent or the Alternative Currency Agent, as the casemay be, for purposes of determining the LIBO Rate, the Bank Bill Swap Reference Rate or theJohannesburg Interbank Agreed Rate, as the case may be, for such Borrowing, (A) if the Borrowingshall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing, (B) if theBorrowing shall be requested in Canadian Dollars, then such Borrowing shall be made as a CanadianPrime Rate Borrowing and (C) if such Borrowing shall be requested in any other currency, the requestfor such Borrowing shall be ineffective.(b)Alternate Rate of Interest. If prior to the commencement of any Interest Period for aEurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing:(i)the Administrative Agent determines (which determination shall be conclusiveabsent manifest error) that adequate and reasonable means do not exist for ascertaining theAdjusted LIBO Rate, the LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill SwapReference Rate or the Johannesburg Interbank Agreed Rate, as applicable, for such InterestPeriod (including, for the avoidance of doubt, pursuant to Section 2.13(a)); or(ii)the Administrative Agent is advised by the Majority Lenders that the AdjustedLIBO Rate, the LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap ReferenceRate or the Johannesburg Interbank Agreed Rate, as applicable, for such Interest Period willnot adequately and fairly reflect the cost to such Lenders of making or maintaining their Loansincluded in such Borrowing for such Interest Period;then the Administrative Agent shall give notice thereof to the Parent and the Lenders by telephone ortelecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Parentand the Lenders that the circumstances giving rise to such notice no longer exist, (A) no outstandingBorrowing of Dollars or Canadian Dollars shall be converted to or continued as a EurocurrencyBorrowing or CDOR Borrowing, as applicable, and any Interest Election Request requesting suchconversion or continuation shall be ineffective, (B) no outstanding Eurocurrency Borrowing in anyAlternative Currency, BBSY Borrowing or JIBAR Borrowing shall be continued and any InterestElection Request requesting such continuation shall be ineffective, (C) if any Borrowing Requestrequests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing,(D) if any Borrowing Request requests a CDOR Borrowing, such Borrowing shall be made as aCanadian Prime Rate Borrowing and (E) if any Borrowing Request requests a EurocurrencyBorrowing in an Alternative Currency, a BBSY Borrowing or a JIBAR Borrowing, such request shallbe ineffective; provided that if the circumstances giving rise to such notice affect less than all Types ofBorrowings, then the other Types of Borrowings shall be permitted.50  Section 2.14 Increased Costs.(a)Increased Costs Generally. If any Change in Law shall:(i)impose, modify or deem applicable any reserve, special deposit, compulsoryloan, insurance charge or similar requirement against assets of, deposits with or for the accountof, or credit extended or participated in by, any Lender (except any reserve requirementreflected in the Adjusted LIBO Rate) or the Issuing Lender;(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes,(B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C)Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or otherobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or(iii)impose on any Lender or the Issuing Lender or the London interbank marketany other condition, cost or expense (other than Taxes) affecting this Agreement or Loansmade by such Lender or any Letter of Credit or participation therein;and the result of any of the foregoing shall be to increase the cost to such Lender or such otherRecipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligationto make any such Loan, or to increase the cost to such Lender, Issuing Lender or such other Recipientof participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation toparticipate in or to issue any Letter of Credit), or to reduce the amount of any sum received orreceivable by such Lender, Issuing Lender or other Recipient hereunder (whether of principal, interestor any other amount) then, upon request of such Lender, Issuing Lender or other Recipient, theParent will pay, or will cause to be paid, to such Lender, Issuing Lender or other Recipient, as the casemay be, such additional amount or amounts as will compensate such Lender, Issuing Lender or otherRecipient, as the case may be, for such additional costs incurred or reduction suffered.(b)Capital Requirements. If any Lender or Issuing Lender determines that any Change in Lawaffecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s orIssuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or wouldhave the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on thecapital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of thisAgreement, the Commitments of such Lender or the Loans made by, or participations in Letters ofCredit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender,to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’sholding company could have achieved but for such Change in Law (taking into consideration suchLender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holdingcompany with respect to capital adequacy), then from time to time the Parent will pay, or will cause tobe paid, to such Lender or Issuing Lender, as the case may be, such additional amount or amounts aswill compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding companyfor any such reduction suffered.51  (c)Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender setting forththe amount or amounts necessary to compensate such Lender or the Issuing Lender or its respectiveholding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall bedelivered to the Parent and shall be conclusive absent manifest error. The Parent shall pay, or shallcause to be paid, to such Lender or the Issuing Lender, as the case may be, the amount shown as dueon any such certificate within ten (10) Business Days after receipt thereof.(d)Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demandcompensation pursuant to this Section shall not constitute a waiver of such Lender’s or IssuingLender’s right to demand such compensation; provided that the Parent shall not be required tocompensate, or cause to be compensated, a Lender or Issuing Lender pursuant to this Section for anyincreased costs incurred or reductions suffered more than 180 days prior to the date that such Lender orIssuing Lender, as the case may be, notifies the Parent of the Change in Law giving rise to suchincreased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claimcompensation therefor (except that, if the Change in Law giving rise to such increased costs orreductions is retroactive, then the 180 day period referred to above shall be extended to include theperiod of retroactive effect thereof); provided further that no Lender shall seek compensation from theParent unless such Lender is actively seeking compensation from other similarly situated borrowers aswell.Section 2.15 Break Funding Payments. In the event of (a) the payment by an Obligor ofany principal of any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan other than on thelast day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) theconversion of any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan other than on thelast day of the Interest Period applicable thereto, (c) the failure to borrow, convert, or continue anyEurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan on the date specified in any noticedelivered pursuant hereto, or (d) the assignment of any Eurocurrency Loan, CDOR Loan, BBSY Loanor JIBAR Loan other than on the last day of the Interest Period applicable thereto as a result of arequest by the Parent pursuant to Section 2.18, then, in any such event, the Parent shall compensate, orcause to be compensated, each Lender for the loss, cost and expense attributable to such event (butexcluding any anticipated lost profits). Such loss, cost or expense to any Lender shall be deemed toinclude an amount determined by such Lender to be the excess, if any, of (i) the amount of interest thatwould have accrued on the principal amount of such Loan had such event not occurred, at theAdjusted LIBO Rate, the Canadian Dealer Offered Rate. the Bank Bill Swap Reference Rate or theJohannesburg Interbank Agreed Rate, as applicable, that would have been applicable to such Loan forthe period from the date of such event to the last day of the then current Interest Period therefor (or, inthe case of a failure to borrow, convert or continue, for the period that would have been the InterestPeriod for such Loan), over (ii) the amount of interest that would accrue on such principal amount forsuch period at the interest rate that such Lender would bid were it to bid, at the commencement of suchperiod, for dollar deposits of a comparable amount and period from other banks in the interbank marketfor such currency, or for Canadian deposits of a comparable amount and period to such CDOR Loanfrom other banks in the Canadian bankers’ acceptable market. A certificate of any Lender setting forthany amount or amounts that such Lender is entitled to receive pursuant to this Section shall bedelivered to the Parent and shall be conclusive52  absent manifest error. The Parent shall pay, or shall cause to be paid, to such Lender the amountshown as due on any such certificate within ten (10) Business Days after receipt thereof.Section 2.16 Taxes. (a)Defined Terms. For purposes of this Section 2.16, the term “Lender” includes the IssuingLender and the term “applicable law” includes FATCA.(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of anyObligor under any Loan Document shall be made without deduction or withholding for any Taxes,except as required by applicable law. If any applicable law (as determined in the good faith discretionof an applicable Withholding Agent) requires the deduction or withholding of any Tax from any suchpayment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to makesuch deduction or withholding and shall timely pay the full amount deducted or withheld to therelevant Governmental Authority in accordance with applicable law and, if such Tax is an IndemnifiedTax, then the sum payable by the applicable Obligor shall be increased as necessary so that after suchdeduction or withholding has been made (including such deductions and withholdings of IndemnifiedTaxes applicable to additional sums payable under this Section) the applicable Recipient receives anamount equal to the sum it would have received had no such deduction or withholding been made.(c)Payment of Other Taxes by the Obligors. The applicable Obligor shall timely pay to therelevant Governmental Authority in accordance with applicable law, or at the option of theAdministrative Agent timely reimburse it for the payment of, any Other Taxes.(d)Indemnification by the Obligors. Each Obligor shall indemnify each Recipient, within ten(10) days after demand therefor, for the full amount of any Indemnified Taxes (including IndemnifiedTaxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid bysuch Recipient with respect to a payment by such Obligor, or required to be withheld or deducted froma payment by such Obligor to such Recipient and any reasonable expenses arising therefrom or withrespect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or assertedby the relevant Governmental Authority. Notwithstanding the preceding sentence, the Obligors shallnot be required to indemnify a Recipient pursuant to this Section 2.16(d) for any Indemnified Taxesunless such Recipient (or the Administrative Agent on such Recipient’s behalf) notifies the Parent ofthe indemnification claim for such Indemnified Taxes no later than 180 days after the earlier of (i) thedate on which the relevant Governmental Authority makes written demand upon such Recipient forpayment of such Indemnified Taxes, and (ii) the date on which such Recipient has made payment ofsuch Indemnified Taxes to the relevant Governmental Authority (except that, if the Indemnified Taxesimposed or asserted giving rise to such claims are retroactive, then the 180-day period referred to aboveshall be extended to include the period of retroactive effect thereof). A certificate as to the amount ofsuch payment or liability delivered to the Parent by a Lender (with a copy to the AdministrativeAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusiveabsent manifest error. For the avoidance of doubt, no Obligor shall be required to indemnify anyPerson53  under this Section 2.16(d) in respect of any Indemnified Taxes for which the applicable Recipient hasalready been compensated by way of an increased payment under Section 2.16(b).(e)Indemnification by the Lenders. Each Lender shall severally indemnify the AdministrativeAgent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to suchLender (but only to the extent that any Obligor has not already indemnified the Administrative Agentfor such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (ii) any Taxesattributable to such Lender’s failure to comply with the provisions of Section 10.04(c) relating to themaintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in eachcase, that are payable or paid by the Administrative Agent in connection with any Loan Document,and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to any Lender by the Administrative Agent shall beconclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set offand apply any and all amounts at any time owing to such Lender under any Loan Document orotherwise payable by the Administrative Agent to the Lender from any other source against anyamount due to the Administrative Agent under this paragraph (e).(f)Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligorto a Governmental Authority pursuant to this Section 2.16, such Obligor shall deliver to theAdministrative Agent the original or a certified copy of a receipt issued by such GovernmentalAuthority evidencing such payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to the Administrative Agent.(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction ofwithholding Tax with respect to payments made under any Loan Document shall notify the Parent andthe Administrative Agent of such exemption or reduction and shall deliver to the Parent and theAdministrative Agent, at the time or times reasonably requested by the Parent or the AdministrativeAgent, such properly completed and executed documentation reasonably requested by the Parent or theAdministrative Agent as will permit such payments to be made without withholding or at a reducedrate of withholding. In addition, any Lender, if reasonably requested by the Parent or theAdministrative Agent, shall deliver such other documentation prescribed by applicable law orreasonably requested by the Parent or the Administrative Agent as will enable the Parent or theAdministrative Agent to determine whether or not such Lender is subject to backup withholding orinformation reporting requirements. Notwithstanding anything to the contrary in the preceding twosentences, the completion, execution and submission of such documentation (other than thedocumentation required to be provided by a Lender in accordance with Section 2.16(h) or such otherdocumentation set forth in Section 2.16(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if inthe Lender’s reasonable judgment such completion, execution or submission would subject suchLender to any material unreimbursed cost or expense or would materially prejudice the legal orcommercial position of such Lender.(ii)Without limiting the generality of the foregoing,(A)any Lender that is a U.S. Person shall deliver to the Parent and theAdministrative Agent on or prior to the date on which such Lender becomes a54  Lender under this Agreement (and from time to time thereafter upon the reasonablerequest of the Parent or the Administrative Agent), executed originals of IRS Form W-9certifying that such Lender is exempt from U.S. federal backup withholding tax;(B)any Foreign Lender shall, to the extent it is legally entitled to do so,deliver to the Parent and the Administrative Agent (in such number of copies as shall berequested by the recipient) on or prior to the date on which such Foreign Lenderbecomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Parent or the Administrative Agent), whichever of thefollowing is applicable:(i)in the case of a Foreign Lender claiming the benefits of anincome tax treaty to which the United States is a party (x) with respect topayments of interest under any Loan Document, executed originals of IRS FormW-8BEN or IRS Form W-8BEN-E (or applicable successor form) establishingan exemption from, or reduction of, U.S. federal withholding Tax pursuant tothe “interest” article of such tax treaty and (y) with respect to any otherapplicable payments under any Loan Document, IRS Form W-8BEN or IRSForm W-8BEN-E (or applicable successor form) establishing an exemptionfrom, or reduction of, U.S. federal withholding Tax pursuant to the “businessprofits” or “other income” article of such tax treaty;(ii)executed originals of IRS Form W-8ECI;(iii)in the case of a Foreign Lender claiming the benefits of theexemption for portfolio interest under Section 881(c) of the Code, (x) acertificate substantially in the form of Exhibit 2.16-1 to the effect that suchForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) ofthe Code, a “10 percent shareholder” of any Borrower within the meaning ofSection 881(c)(3)(B) of the Code, or a “controlled foreign corporation”described in Section 881(c)(3)(C) of the Code (a “U.S. Tax ComplianceCertificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form); or(iv)to the extent a Foreign Lender is not the beneficial owner,executed originals of IRS Form W-8IMY, accompanied by IRS Form W‑8ECI,IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), aU.S. Tax Compliance Certificate substantially in the form of Exhibit 2.16-2 orExhibit 2.16-3, IRS Form W‑9, and/or other certification documents from eachbeneficial owner, as applicable; provided that if the Foreign Lender is apartnership and one or more direct or indirect partners of such Foreign Lenderare claiming the portfolio interest exemption, such Foreign Lender may providea U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.16-4 onbehalf of each such direct and indirect partner;55  (C)any Foreign Lender shall, to the extent it is legally entitled to do so,deliver to the Parent and the Administrative Agent (in such number of copies as shall berequested by the recipient) on or prior to the date on which such Foreign Lenderbecomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Parent or the Administrative Agent), executed originals of anyother form prescribed by applicable law as a basis for claiming exemption from or areduction in U.S. federal withholding Tax, duly completed, together with suchsupplementary documentation as may be prescribed by applicable law to permit theParent or the Administrative Agent to determine the withholding or deduction requiredto be made; and(D)if a payment made to a Recipient under any Loan Document would besubject to U.S. federal withholding Tax imposed by FATCA if such Recipient were tofail to comply with the applicable reporting requirements of FATCA (including thosecontained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipientshall deliver to the Parent and the Administrative Agent at the time or times prescribedby law and at such time or times reasonably requested by the Parent or theAdministrative Agent such documentation prescribed by applicable law (including asprescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentationreasonably requested by the Parent or the Administrative Agent as may be necessary forthe Parent and the Administrative Agent to comply with their obligations underFATCA and to determine that such Recipient has complied with such Recipient’sobligations under FATCA or to determine the amount to deduct and withhold fromsuch payment. Solely for purposes of this clause (D), “FATCA” shall include anyamendments made to FATCA after the date of this Agreement.(iii)Each Lender shall, at the Third Amendment Effective Date or, if it becomes aparty to this Agreement after the Third Amendment Effective Date, in the Assignment andAssumption or other documentation contemplated hereby, which it executes on becoming aparty, indicate which of the following categories it falls in:(A)not a U.K. Qualifying Lender;(B)a U.K. Qualifying Lender (other than a U.K. Treaty Lender); or(C)a U.K. Treaty Lender.If a Lender fails to indicate its status in accordance with this Section 2.16(g)(iii), then suchLender shall be treated for the purposes of this Agreement (including by the U.K. Borrowers)as if it is not a U.K. Qualifying Lender until such time as it notifies the Administrative Agentwhich category applies (and the Administrative Agent, upon receipt of such notification, shallinform the U.K. Borrowers). For the avoidance of doubt, an Assignment and Assumption orsuch other documentation shall not be invalidated by any failure of a Lender to comply withthis Section 2.16(g)(iii).56  Each Recipient agrees that if any form or certification it previously delivered pursuant to thisSection 2.16(g) expires or becomes obsolete or inaccurate in any respect, it shall update such form orcertification or promptly notify the Parent and the Administrative Agent in writing of its legal inabilityto do so.(h)Additional United Kingdom Withholding Tax Matters. (i)Subject to (ii) below, each Lender and each U.K. Borrower shall cooperate incompleting any procedural formalities necessary for the U.K. Borrowers to obtain authorizationto make such payment without withholding or deduction for Taxes imposed under the laws ofthe United Kingdom.(ii)(A) A Lender on the Third Amendment Effective Date that (x) holds a passportunder the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to thisAgreement, shall provide its scheme reference number and its jurisdiction of tax residence tothe U.K. Borrowers and the Administrative Agent in writing on the Third AmendmentEffective Date; and(B)a Lender that becomes a Lender hereunder after the Third AmendmentEffective Date that (x) holds a passport under the HMRC DT Treaty Passport schemeand (y) wishes such scheme to apply to this Agreement, shall provide its schemereference number and its jurisdiction of tax residence to the U.K. Borrowers and theAdministrative Agent in the Assignment and Assumption, and(C)upon satisfying either clause (A) or (B) above, such Lender shall havesatisfied its obligation under paragraph (h)(i) above.(iii)If a Lender has confirmed its scheme reference number and its jurisdiction of taxresidence in accordance with paragraph (h)(ii) above, each U.K. Borrower shall make a DTTPFiling with respect to such Lender within thirty (30) Business Days following the ThirdAmendment Effective Date or (if applicable) the date of the Assignment and Assumption or, iflater, thirty (30) Business Days before the last interest payment is due to such Lender, and shallpromptly provide such Lender with a copy of such filing; provided that, if:(A)any U.K. Borrower has not made a DTTP Filing in respect of suchLender; or(B)any U.K. Borrower has made a DTTP Filing in respect of such Lenderbut (1) such DTTP Filing has been rejected by HM Revenue & Customs; or (2) HMRevenue & Customs has not given such U.K. Borrower authority to make payments tosuch Lender without a deduction for tax within 60 days of the date of such DTTPFiling;and in each case, such U.K. Borrower has notified that Lender in writing of either (1) or(2) above, then such Lender and such U.K. Borrower shall cooperate in completing anyadditional procedural formalities necessary for such U.K. Borrower57  to obtain authorization to make that payment without withholding or deduction forTaxes imposed under the laws of the United Kingdom.(iv)If a Lender has not confirmed its scheme reference number and jurisdiction oftax residence in accordance with paragraph (h)(ii) above, no U.K. Borrower shall make aDTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme inrespect of that Lender’s Commitment or its participation in any Loan unless the Lenderotherwise agrees.(v)Each Lender which had given confirmation to the U.K. Borrowers that it was aU.K. Treaty Lender but determines in its sole discretion that it is ceases to be a U.K. TreatyLender shall promptly notify the U.K. Borrowers and the Administrative Agent of such changein status.(i)Administrative Agent Documentation. On or before the Third Amendment Effective Date,JPMorgan Chase Bank, N.A. shall (and any successor or replacement Administrative Agent shall on orbefore the date on which it becomes the Administrative Agent hereunder) deliver to the Borrower twoduly executed originals of either (i) IRS Form W-9 or (ii) IRS Form W-8ECI (with respect to anypayments to be received on its own behalf) and IRS Form W-8IMY (for all other payments),establishing that the Borrowers can make payments to the Administrative Agent without deduction orwithholding of any Taxes imposed by the United States, including Taxes imposed underFATCA.(j)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised ingood faith, that it has received a Tax Credit as to which it has been indemnified pursuant to this Section2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to theindemnifying party an amount equal to such Tax Credit (but only to the extent of indemnity paymentsmade under this Section with respect to the Taxes giving rise to such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than anyinterest paid by the relevant Governmental Authority with respect to such Tax Credit). Suchindemnifying party, upon the request of such indemnified party, shall repay to such indemnified partythe amount paid over pursuant to this paragraph (i) (plus any penalties, interest or other chargesimposed by the relevant Governmental Authority) in the event that such indemnified party is requiredto repay such Tax Credit to such Governmental Authority. Notwithstanding anything to the contraryin this paragraph (i), in no event will the indemnified party be required to pay any amount to anindemnifying party pursuant to this paragraph (i) the payment of which would place the indemnifiedparty in a less favorable net after-Tax position than the indemnified party would have been in if the Taxsubject to indemnification and giving rise to such Tax Credit had not been deducted, withheld orotherwise imposed and the indemnification payments or additional amounts with respect to such Taxhad never been paid. This paragraph shall not be construed to require any indemnified party to makeavailable its Tax returns (or any other information relating to its Taxes that it deems confidential) to theindemnifying party or any other Person.(k)FATCA Grandfathering. For purposes of determining withholding Taxes imposed underFATCA, from and after the Third Amendment Effective Date, the Borrowers and the AdministrativeAgent shall treat (and the Lenders hereby authorize the Administrative Agent to58  treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of TreasuryRegulation Section 1.1471-2(b)(2)(i).(l)Survival. Each party’s obligations under this Section 2.16 shall survive the resignation orreplacement of the Administrative Agent or any assignment of rights by, or the replacement of, aLender, the termination of the Commitments and the repayment, satisfaction or discharge of allobligations under any Loan Document.Section 2.17 Payments; Generally; Pro Rata Treatment; Sharing of Set-offs.(a)Each Borrower shall make each payment required to be made by it hereunder on Loans orLetters of Credit made to or on account of such Borrower denominated in Dollars or Canadian Dollars(whether of principal, interest, fees or reimbursement of LC Disbursements in Dollars, or of amountspayable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 2:00 p.m., Houston, Texas time, onthe date when due in Dollars or Canadian Dollars, respectively, in immediately available funds,without set-off or counterclaim. Each Borrower shall make each payment required to be made by ithereunder on Loans or Letters of Credit made to or on account of such Borrower denominated in anyother Alternative Currency (whether of principal, interest, fees or reimbursements of LC Disbursementsin such Alternative Currency, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise)prior to 2:00 p.m., Local Time, on the date when due in the applicable Alternative Currency, inimmediately available funds, without set-off or counterclaim. Any amounts received after such time onany date may, in the discretion of the Administrative Agent, be deemed to have been received on thenext succeeding Business Day for purposes of calculating interest thereon. All payments in Dollarsshall be made to the Administrative Agent at its offices at 712 Main Street, Houston, Texas, exceptpayments to be made directly to the Issuing Lender or Swingline Lender as expressly provided hereinand except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to thePersons entitled thereto. All payments in Alternative Currencies shall be made to the AlternativeCurrency Agent at the place designated by the Alternative Currency Agent in its notice therefor, exceptpayments to be made directly to the Issuing Lender or Swingline Lender as expressly provided hereinand except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to thePersons entitled thereto. The Administrative Agent or the Alternative Currency Agent shall distributeany such payments received by it for the account of any other Person to the appropriate recipientpromptly following receipt thereof. If any payment hereunder shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeeding Business Day, and, in thecase of any payment accruing interest, interest thereon shall be payable for the period of suchextension.(b)If at any time insufficient funds are received by and available to the Administrative Agent orthe Alternative Currency Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interestand fees then due hereunder, ratably among the parties entitled thereto in accordance with the amountsof interest and fees then due to such parties, and (ii) second, towards payment of principal andunreimbursed LC Disbursements then due hereunder, ratably among the59  parties entitled thereto in accordance with the amounts of principal and unreimbursed LCDisbursements then due to such parties.(c)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtainpayment in respect of any principal of or interest on any of its Loans or participations in LCDisbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportionof the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans andaccrued interest thereon than the proportion received by any other Lender, then the Lender receivingsuch greater proportion shall purchase (for cash at face value) participations in the Loans andparticipations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary sothat the benefit of all such payments shall be shared by the Lenders ratably in accordance with theaggregate amount of principal of and accrued interest on their respective Loans and participations inLC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased andall or any portion of the payment giving rise thereto is recovered, such participations shall be rescindedand the purchase price restored to the extent of such recovery, without interest, and (ii) the provisionsof this paragraph shall not be construed to apply to any payment made by any Borrower pursuant toand in accordance with the express terms of this Agreement or any payment obtained by a Lender asconsideration for the assignment of or sale of a participation in any of its Loans or participations in LCDisbursements to any assignee or participant, other than to the Parent or any Subsidiary or Affiliatethereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to theforegoing and agrees, to the extent it may effectively do so under applicable Law, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exercise against such Borrowerrights of set-off and counterclaim with respect to such participation as fully as if such Lender were adirect creditor of such Borrower in the amount of such participation. (d)Unless the Administrative Agent shall have received notice from the relevant Borrower priorto the date on which any payment is due to the Administrative Agent for the account of the Lenders orthe Issuing Lender hereunder that such Borrower will not make such payment, the AdministrativeAgent may assume that such Borrower has made such payment on such date in accordance herewithand may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Lender,as the case may be, the amount due. In such event, if such Borrower has not in fact made suchpayment, then each of the applicable Lenders or the Issuing Lender, as the case may be, severallyagrees to repay to the Administrative Agent forthwith on demand the amount so distributed to suchLender or the Issuing Lender with interest thereon, for each day from and including the date suchamount is distributed to it to but excluding the date of payment to the Administrative Agent, at thegreater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation (including without limitation theOvernight Alternative Currency Rate in the case of Loans denominated in AlternativeCurrencies).(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section2.04(c), 2.05(d) or (e), 2.06(b) or 2.17(d) or 10.03(c), then the Administrative Agent may, in itsdiscretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter receivedby the Administrative Agent for the account of such Lender for the benefit of the AdministrativeAgent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations under suchSection until all such unsatisfied obligations are fully paid, and/or (ii) hold60  any such amounts in a segregated account as cash collateral for, and application to, any future fundingobligations of such Lender under any such Section; in the case of each of (i) and (ii) above, in anyorder as determined by the Administrative Agent in its discretion.Section 2.18 Mitigation Obligations; Replacement of Lenders. (a)If any Lender requests compensation under Section 2.14, or if any Obligor is required topay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts todesignate a different lending office for funding or booking its Loans hereunder or to assign its rightsand obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant toSection 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to anyunreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. TheParent shall pay, or cause to be paid, all reasonable costs and expenses incurred by any Lender inconnection with any such designation or assignment.(b)If any Lender requests compensation under Section 2.14, or if any Obligor is required topay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, orany Lender suspends its obligation to fund Eurocurrency Loans, CDOR Loans, BBSY Loans orJIBAR Loans pursuant to Section 2.13, or any Lender refuses to consent to an amendment,modification or waiver of this Agreement that requires consent of 100% of the Lenders pursuant toSection 10.02, or if any Lender delivers a notice of illegality pursuant to Section 2.21, then the Parentmay, at its sole expense, upon notice to such Lender and the Administrative Agent, require suchLender to assign and delegate, without recourse (in accordance with and subject to the restrictionscontained in Section 10.04), all its interests, rights and obligations under this Agreement to an assigneethat shall assume such obligations (which assignee may be another Lender, if a Lender accepts suchassignment); provided that (i) the Parent shall have received the prior written consent of theAdministrative Agent, the Issuing Lender and the Swingline Lender, in each case, to the extent suchconsent would be required for an assignment pursuant to Section 10.04(b), which consent shall not beunreasonably withheld, (ii) such Lender shall have received payment of an amount equal to theoutstanding principal of its Loans and participations in LC Disbursements and Swingline Loans,accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the caseof all other amounts) and (iii) in the case of any such assignment resulting from a claim forcompensation under Section 2.14 or payments required to be made pursuant to Section 2.16, suchassignment is expected to result in a reduction in such compensation or payments. A Lender shall notbe required to make any such assignment and delegation if, prior thereto, as a result of a waiver bysuch Lender or otherwise, the circumstances entitling the Parent to require such assignment anddelegation cease to apply.Section 2.19 Increase of Commitments. Provided there exists no Event of Default, theParent may, during the period commencing on the Fifth Amendment Effective Date to and includingthe date that is six months prior to the Termination Date, by written notice to the Administrative Agentexecuted by the Borrowers and one or more financial institutions (any such financial institution referredto in this Section being called an “Increasing Lender”), which may61  include any Lender, cause the Commitments to be extended by the Increasing Lender (or cause theCommitments of the Increasing Lenders to be increased, as the case may be) in an amount for eachIncreasing Lender set forth in such notice; provided, that (i) each extension of new Commitments orincrease in existing Commitments pursuant to this paragraph shall result in the aggregate Commitmentsbeing increased by no less than $25,000,000, (ii) no extension of new Commitments or increase inexisting Commitments, in each case, pursuant to this paragraph may result in the aggregateCommitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder(any such Increasing Lender, a “New Lender”), shall be subject to the consent of the AdministrativeAgent, the Issuing Lender and the Swingline Lender, in each case, to the extent such consent would berequired for an assignment to such New Lender pursuant to Section 10.04(b), which consent shall notbe unreasonably withheld, (iv) each Lender shall become a party to this Agreement by completing anddelivering to the Administrative Agent a duly executed New Lender Agreement and (v) in no eventshall any existing Lender be required to increase its Commitment. New Commitments and increases inCommitments shall become effective on the date specified in the applicable notices delivered pursuantto this paragraph. Upon the effectiveness of any New Lender Agreement to which any New Lender isa party, (i) such New Lender shall thereafter be deemed to be a party to this Agreement and shall beentitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligationsof a Lender hereunder, (ii) Schedule 1.01 shall be deemed to have been amended to reflect the Non-Pro Rata Alternative Currencies (if any) in which such New Lender has agreed to fund RevolvingLoans and (iii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment ofsuch New Lender as provided in such New Lender Agreement. Upon the effectiveness of anyincrease pursuant to this Section 2.19 in a Commitment of a Lender already a party hereto,Schedule 2.01 shall be deemed to have been amended to reflect such increased Commitment of suchLender. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment ofany Lender) shall become effective under this Section 2.19 unless, on the date of such increase, theAdministrative Agent shall have received a certificate, dated as of the effective date of such increaseand executed by a Financial Officer, to the effect that the conditions set forth in paragraphs (a), (b) and(d) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing beingdeemed to be references to such increase and attaching resolutions of the Borrowers approving suchincrease). Following any extension of a new Commitment or increase of a Lender’s Commitmentpursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase orextension shall continue to be outstanding until the ends of the respective Interests Periods applicablethereto, and shall then be repaid and, if the relevant Borrowers shall so elect, refinanced with newLoans made pursuant to Section 2.01 ratably in accordance with the Commitments in effect followingsuch extension or increase.Section 2.20 Defaulting Lenders. (a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in thisAgreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is nolonger a Defaulting Lender, to the extent permitted by applicable law:(i)Waivers and Amendments. Such Defaulting Lender’s right to approve ordisapprove any amendment, waiver or consent with respect to this Agreement shall be restrictedas set forth in the definition of Majority Lenders.62  (ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or otheramounts received by the Administrative Agent for the account of such Defaulting Lender(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or receivedby the Administrative Agent from a Defaulting Lender pursuant to Section 2,17 shall beapplied at such time or times as may be determined by the Administrative Agent as follows:first, to the payment of any amounts owing by such Defaulting Lender to the AdministrativeAgent hereunder; second, to the payment on a pro rata basis of any amounts owing by suchDefaulting Lender to the Issuing Lender or Swingline Lender hereunder; third, to cashcollateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender inaccordance with Section 2.05(j); fourth, as the Parent may request (so long as no Default orEvent of Default exists), to the funding of any Loan in respect of which such DefaultingLender has failed to fund its portion thereof as required by this Agreement, as determined bythe Administrative Agent; fifth, if so determined by the Administrative Agent and the Parent, tobe held in a deposit account and released pro rata in order to (x) satisfy such DefaultingLender’s potential future funding obligations with respect to Loans under this Agreement and(y) cash collateralize the Issuing Lenders’ future Fronting Exposure with respect to suchDefaulting Lender with respect to future Letters of Credit issued under this Agreement, inaccordance with Section 2.05(j); sixth, to the payment of any amounts owing to the Lenders,the Issuing Lenders or Swingline Lenders as a result of any judgment of a court of competentjurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against suchDefaulting Lender as a result of such Defaulting Lender’s breach of its obligations under thisAgreement; seventh, so long as no Default or Event of Default exists, to the payment of anyamounts owing to the Borrowers as a result of any judgment of a court of competentjurisdiction obtained by the Borrowers against such Defaulting Lender as a result of suchDefaulting Lender’s breach of its obligations under this Agreement; and eighth, to suchDefaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if(x) such payment is a payment of the principal amount of any Loans or LC Disbursements inrespect of which such Defaulting Lender has not fully funded its appropriate share, and (y)such Loans were made or the related Letters of Credit were issued at a time when theconditions set forth in Section 4.02 were satisfied or waived, such payment shall be appliedsolely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on apro rata basis prior to being applied to the payment of any Loans of, or LC Disbursementsowed to, such Defaulting Lender until such time as all Loans and funded and unfundedparticipations in LC Exposure and Swingline Loans are held by the Lenders pro rata inaccordance with the Commitments without giving effect to Section 2.20(a)(iv). Anypayments, prepayments or other amounts paid or payable to a Defaulting Lender that areapplied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateralpursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by such DefaultingLender, and each Lender irrevocably consents hereto.(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive anyCommitment Fee for any period during which that Lender is a Defaulting Lender (and theParent shall not be required to pay or cause to be paid any such fee that otherwise would havebeen required to have been paid to that Defaulting Lender). 63  (B)Each Defaulting Lender shall be entitled to receive participation fees forany period during which that Lender is a Defaulting Lender only to the extent allocableto its Applicable Percentage of the stated amount of Letters of Credit for which it hasprovided cash collateral pursuant to Section 2.05(j). (C)With respect to any participation fee not required to be paid to anyDefaulting Lender pursuant to clause (A) or (B) above, the Parent shall (x) pay, orcause to be paid, to each Non-Defaulting Lender that portion of any such fee otherwisepayable to such Defaulting Lender with respect to such Defaulting Lender’sparticipation in LC Exposure or Swingline Loans that has been reallocated to suchNon-Defaulting Lender pursuant to clause (iv) below, (y) pay, or cause to be paid, toeach Issuing Lender and Swingline Lender, as applicable, the amount of any such feeotherwise payable to such Defaulting Lender to the extent allocable to such IssuingLender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z)not be required to pay or cause to be paid the remaining amount of any such fee.(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part ofsuch Defaulting Lender’s participation in LC Exposure and Swingline Loans shall bereallocated among the Non-Defaulting Lenders in accordance with their respective ApplicablePercentages (calculated without regard to such Defaulting Lender’s Commitment) but only tothe extent that (A) the conditions set forth in Section 4.02 are satisfied at the time of suchreallocation (and, unless the Parent shall have otherwise notified the Administrative Agent atsuch time, the Parent shall be deemed to have represented and warranted that such conditionsare satisfied at such time), and (B) such reallocation does not cause (1) the Revolving CreditExposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’sCommitment, or (2) the Revolving Credit Exposure of any Non-Defaulting Lenderdenominated in Alternative Currencies to exceed such Non-Defaulting Lender’s Commitmentin Alternative Currencies, in each case, calculated at the time of such reallocation. Subject toSection 10.17, no reallocation hereunder shall constitute a waiver or release of any claim of anyparty hereunder against a Defaulting Lender arising from that Lender having become aDefaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.(v)Cash Collateral, Repayment of Swingline Loans. If the reallocation describedin clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, withoutprejudice to any right or remedy available to it hereunder or under law, (x) first, prepaySwingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y)second, cash collateralize the Issuing Lender’s Fronting Exposure in accordance with theprocedures set forth in Section 2.05(j).(b)Defaulting Lender Cure. If the Parent, the Administrative Agent and each SwinglineLender and Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, theAdministrative Agent will so notify the parties hereto, whereupon as of the effective date specified insuch notice and subject to any conditions set forth therein (which may include arrangements withrespect to any cash collateral), that Lender will, to the extent applicable,64  purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as theAdministrative Agent may determine to be necessary to cause the Loans and funded and unfundedparticipations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders inaccordance with the Commitments (without giving effect to Section 2.20(a)(iv)), whereupon suchLender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactivelywith respect to fees accrued or payments made by or on behalf of the Parent while that Lender was aDefaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by theaffected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver orrelease of any claim of any party hereunder arising from that Lender’s having been a DefaultingLender.(c)New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i)the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it willhave no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Lender shallnot be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it willhave no Fronting Exposure after giving effect thereto.Section 2.21 Illegality. If, in any applicable jurisdiction, the Administrative Agent, theIssuing Lender or any Lender determines that any Law has made it unlawful, or that any GovernmentalAuthority has asserted that it is unlawful, for the Administrative Agent, the Issuing Lender or anyLender to (a) perform any of its obligations hereunder or under any other Loan Document, (b) to fundor maintain its participation in any Loan or (c) issue, make, maintain, fund or charge interest or feeswith respect to any Loan or Letter of Credit to any Borrower that is organized under the laws of ajurisdiction other than the United States, a state thereof or the District of Columbia, such Person shallpromptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Parent,and until such notice by such Person is revoked, any obligation of such Person to issue, make,maintain, fund or charge interest or fees with respect to any such Loan or Letter of Credit shall besuspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, theParent shall, or shall cause the applicable Borrower to, (i) repay that Person’s participation in the Loansor other applicable Obligations on the last day of the Interest Period for each Loan or other Obligationoccurring after the Administrative Agent has notified the Parent or, if earlier, the date specified by suchPerson in the notice delivered to the Administrative Agent (being no earlier than the last day of anyapplicable grace period permitted by applicable Law), (ii) to the extent applicable to the IssuingLender, cash collateralize that portion of the LC Exposure comprised of the aggregate undrawn amountof Letters of Credit to the extent not otherwise cash collateralized and (iii) take all reasonable actionsrequested by such Person to mitigate or avoid such illegality.Section 2.22 Judgment Currency. If, for the purposes of obtaining a judgment in anycourt, it is necessary to convert a sum due hereunder or any other Loan Document from one currencyinto another currency, the rate of exchange used for such conversion shall be the rate of exchange atwhich in accordance with normal banking procedures the Administrative Agent could purchase thefirst currency with such other currency on the Business Day preceding the date on which finaljudgment is given. The obligation of each Obligor in respect of any such sum due from it to theAdministrative Agent or any Lender hereunder or under the other Loan Documents shall,notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which suchsum is denominated in accordance with the applicable provisions of this Agreement65  (the “Agreement Currency”), be discharged only to the extent that on the next Business Day followingreceipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be sodue in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may inaccordance with normal banking procedures purchase the Agreement Currency with the JudgmentCurrency. If the amount of the Agreement Currency so purchased is less than the sum originally due tothe Administrative Agent or such Lender from any Obligor in the Agreement Currency, such Obligoragrees, as a separate obligation and notwithstanding any such judgment, to indemnify theAdministrative Agent or such Lender, as the case may be, against such loss. If the amount of theAgreement Currency so purchased is greater than the sum originally due to the Administrative Agentor such Lender in such currency, the Administrative Agent or such Lender, as the case may be, agreesto return the amount of any excess to such Obligor (or to any other Person who may be entitled theretounder applicable Law).ARTICLE IIIRepresentations and WarrantiesThe Parent, for itself and for each Restricted Subsidiary, and each Guarantor, for itself,represent and warrant to the Lenders that:Section 3.01 Organization. Each of the Parent and the Restricted Subsidiaries on the datethis representation is made or deemed to be made (a) to the extent applicable, is duly organized, validlyexisting and in good standing under the Laws of the jurisdiction of its organization, (b) has the requisitepower and authority to conduct its business in each jurisdiction as it is presently being conducted, and(c) to the extent applicable, is duly qualified or licensed to conduct business and is in good standing ineach such jurisdiction. As of the Third Amendment Effective Date, there are no jurisdictions in whichthe Parent’s or any Restricted Subsidiary’s failure to be qualified or be in good standing, individually orin the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the ThirdAmendment Effective Date, no proceeding to dissolve any Obligor is pending or, to the Parent’sknowledge, threatened.Section 3.02 Authority Relative to this Agreement. Each of the Obligors has the powerand authority to execute and deliver this Agreement and the other Loan Documents to which it is aparty and to perform its obligations hereunder and thereunder. The Transactions have been dulyauthorized by all necessary corporate, partnership or limited liability company action on the part ofeach Obligor that is a party thereto. ThisAgreement and the other Loan Documents have been duly and validly executed and delivered by eachObligor party thereto and constitute the legal, valid and binding obligations of such Obligor,enforceable against such Obligor in accordance with their respective terms, subject to the effect of anyapplicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’rights and remedies generally and to the effect of general principles of equity (regardless of whetherenforcement is considered in a proceeding at Law or in equity).Section 3.03 No Violation. The Transactions will not:(a)result in a breach of the articles or certificate of incorporation, bylaws, partnership agreementor limited liability company agreement of the Parent or any Restricted Subsidiary or66  any resolution currently in effect adopted by the Board of Directors, shareholders, partners, members ormanagers of the Parent or any Restricted Subsidiary;(b)result in the imposition of any Lien on any of the Equity Interests of the Parent or anyRestricted Subsidiary or any of their respective assets other than the Liens created under the LoanDocuments;(c)result in, or constitute an event that, with the passage of time or giving of notice or both,would be, a breach, violation or default (or give rise to any right of termination, cancellation,prepayment or acceleration) under (i) any agreement evidencing Indebtedness or any other materialagreement to which the Parent or any Restricted Subsidiary is a party or by which its properties orassets may be bound or (ii) any Governmental Approval held by, or relating to the business of, theParent or any Restricted Subsidiary;(d)require the Parent or any Restricted Subsidiary to obtain any consent, waiver, approval,exemption, authorization or other action of, or make any filing with or give any notice to, any Personexcept (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary toperfect or assign Liens created under the Loan Documents, (iii) filings required under applicablesecurities Laws, (iv) such as are required regardless of whether this Agreement is entered into by theParent or any Restricted Subsidiary, or (v) those which, if not made or obtained, could not reasonablybe expected to have a Material Adverse Effect; or(e)violate any Law or Order applicable to the Parent or any Restricted Subsidiary or by whichtheir respective properties or assets may be bound.Section 3.04 Financial Statements. The Company has previously furnished to theAdministrative Agent the audited consolidated balance sheets of the Company and its Subsidiaries asof December 31, 2013, and the related consolidated statements of operation, cash flows and changes inshareholders’ equity for the fiscal year then ended, the notes accompanying such financial statements,and the report of KPMG LLP. Such financial statements fairly present in all material respects thefinancial condition of the Company and its Subsidiaries as of their respective dates and the results ofoperations and cash flows of the Company and its Subsidiaries for the periods ended on such dates inaccordance with GAAP for the periods covered thereby, subject, in the case of interim financialstatements, to normal year-end adjustments, reclassifications and absence of footnotes. SinceDecember 31, 2013, there has been no change that could reasonably be expected to have a MaterialAdverse Effect.Section 3.05 No Undisclosed Liabilities. Except as disclosed to the Administrative Agentand each Lender in accordance with Section 5.02(b), neither the Parent nor any Restricted Subsidiaryhas any material liabilities or obligations of any nature (whether absolute, accrued, contingent orotherwise) except for (a) liabilities or obligations referred to, reflected or reserved against in thefinancial statements most recently delivered pursuant to Section 4.01(g) or Section 5.01, as applicable,(b) current liabilities incurred in the ordinary course of business since the date of such financialstatements, (c) liabilities or obligations that are not required to be included in financial statementsprepared in accordance with GAAP, (d) liabilities or obligations arising under67  Governmental Approvals or contracts to which the Parent or any Restricted Subsidiary is a party orotherwise subject, and (e) other Permitted Indebtedness.Section 3.06 Litigation. Except as disclosed to the Administrative Agent and each Lender inaccordance with Section 5.02(c), the Company’s or the Parent’s, as applicable, most recent form 10-Kand form 10-Q filed with the SEC describe each action, suit or proceeding pending before anyGovernmental Authority or arbitration panel, or to the knowledge of the Parent or any RestrictedSubsidiary, threatened, (a) involving the Transactions, or (b) against the Parent or any RestrictedSubsidiary regarding the business or assets owned or used by the Parent or any Restricted Subsidiarythat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.Section 3.07 Compliance with Law. Each of the Parent and the Restricted Subsidiaries is incompliance with each Law that is or was applicable to it or to the conduct or operation of its businessor the ownership or use of any of its assets except where the failure to be in compliance, individually orin the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and, as of theThird Amendment Effective Date, neither the Parent nor any Restricted Subsidiary has received anynotice of, nor does any of them have knowledge of, the assertion by any Governmental Authority orother Person of any such violation.Section 3.08 Properties. Each of the Parent and the Restricted Subsidiaries owns (withgood and defensible title in the case of real property, subject only to the matters permitted by thefollowing sentence), or have valid leasehold interests in, all the properties and assets (whether real,personal, or mixed and whether tangible or intangible) material to its business, except for minorirregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its abilityto conduct its business as currently conducted. All such properties and assets are free and clear of allLiens except Permitted Liens and are not, in the case of real property, subject to any rights of way,building use restrictions, exceptions, variances, reservations, or limitations of any nature which wouldmaterially interfere with an Obligor’s ability to conduct its business as currently conducted.The properties of the Parent and the Restricted Subsidiaries, taken as a whole, as to tangible, personalproperty, are in good operating order, condition and repair (ordinary wear and tear excepted).Section 3.09 Intellectual Property. (a)As of the Third Amendment Effective Date, none of the patents, patent applications,trademarks (whether registered or not), trademark applications, trade names, service marks, andcopyrights owned by the Parent or any Restricted Subsidiary (the “Intellectual Property”) has beendeclared invalid or is the subject of a pending or, to the knowledge of the Parent or any RestrictedSubsidiary, threatened action for cancellation or a declaration of invalidity, and there is no pendingjudicial proceeding involving any claim, and neither the Parent nor any Restricted Subsidiary hasreceived any written notice or claim of any infringement, misuse or misappropriation by the Parent orany Restricted Subsidiary of any patent, trademark, trade name, copyright, license or similar intellectualproperty right owned by any third party, except as described in Schedule 3.09.68  (b)To the knowledge of the Parent and the Restricted Subsidiaries, the conduct by the Parentand the Restricted Subsidiaries of their respective businesses as presently conducted does not conflictwith, infringe on, or otherwise violate any copyright, trade secret, or patent rights of any Person exceptwhere such conflict, infringement or violation could not reasonably be expected to have a MaterialAdverse Effect.Section 3.10 Taxes. The Parent and the Restricted Subsidiaries have filed all Federal, stateand other tax returns and reports required to be filed, and have paid all Federal, state and other Taxesimposed upon them or their properties, income or assets otherwise due and payable, except (a) wherethe failure to file such tax returns or pay such Taxes could not be reasonably expected to have aMaterial Adverse Effect or (b) to the extent such Taxes are being actively contested by the Parent orany Restricted Subsidiary in good faith and by appropriate proceedings; provided that such reserves orother appropriate provisions, if any, as shall be required in conformity with GAAP shall have beenmade or provided therefor.Section 3.11 Environmental Compliance. (a)Neither the Parent nor any Restricted Subsidiary is in violation of any Environmental Law oris subject to any Environmental Liability, except to the extent such violation or such liability,individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect;(b)neither the Parent nor any Restricted Subsidiary has received any written notice of any claimwith respect to any Environmental Liability which claims are currently outstanding or know of anybasis for any Environmental Liability, except to the extent such liability, individually or in theaggregate, could not reasonably be expected to have a Material Adverse Effect;(c)neither the Parent nor any Restricted Subsidiary has arranged for the disposal of HazardousMaterial at a site listed for investigation or clean-up by any Governmental Authority or in violation ofany Environmental Law except to the extent such disposal, individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect;(d)there is no proceeding pending against the Parent or any Restricted Subsidiary by anyGovernmental Authority with respect to the presence of any Hazardous Material on or release of anyHazardous Material from any real property owned or operated at any time by the Parent or anyRestricted Subsidiary or otherwise used in connection with their respective businesses, except to theextent that if such proceeding were determined adversely to the Parent or any Restricted Subsidiary,such determination, individually or in the aggregate, could not reasonably be expected to have aMaterial Adverse Effect;(e)neither the Parent nor any Restricted Subsidiary has knowledge that any Hazardous Materialhas been or is currently being generated, processed, stored or released (or is subject to a threatenedrelease) from, on or under any real property owned or operated by the Parent or any RestrictedSubsidiary, or otherwise used in connection with their respective businesses in a quantity orconcentration that would require remedial action under any Environmental Law if reported to ordiscovered by the relevant Governmental Authority except to the extent such remedial action,individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;and69  (f)to the knowledge of the Parent and the Restricted Subsidiaries, there is no undergroundstorage tank located at any real property owned or operated by the Parent or any Restricted Subsidiary,except to the extent that the presence of such tank, individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect.Section 3.12 Labor Matters. As of the Third Amendment Effective Date, there are nostrikes, lockouts or slowdowns against the Parent or any Restricted Subsidiary pending or, to theknowledge of the Parent or any Restricted Subsidiary, threatened. The hours worked by and paymentsmade to employees of the Parent and the Restricted Subsidiaries have not been in violation of the FairLabor Standards Act or any other Law dealing with such matters except to the extent such violation,individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect. All payments due from the Parent or any Restricted Subsidiary, or for which any claim may bemade against any of them, on account of wages and employee health and welfare insurance and otherbenefits, have been paid or accrued as a liability on the books of the Parent or any RestrictedSubsidiary except to the extent that the nonpayment of such, individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect. The consummation of the Transactions tooccur on the Effective Date and the borrowing of Loans, use of proceeds thereof and issuance ofLetters of Credit hereunder after the Effective Date will not give rise to any right of termination or rightof renegotiation on the part of any union under any collective bargaining agreement to which theParent or any Restricted Subsidiary is bound.Section 3.13 Investment Company Status. Neither the Parent nor any RestrictedSubsidiary is an “investment company” as defined in, or subject to regulation under, the InvestmentCompany Act of 1940, as amended.Section 3.14 Insurance. Insurance maintained in accordance with Section 5.05 is in fullforce and effect.Section 3.15 Solvency. Immediately after the consummation of the Transactions to occur onthe Third Amendment Effective Date, and immediately following the making of each Loan and aftergiving effect to the application of the proceeds of each Loan, (a) the fair value of the assets of theParent and the Restricted Subsidiaries on a going concern basis and on a consolidated basis, is greaterthan the total amount of debts and other liabilities of the Parent and the Restricted Subsidiaries, on aconsolidated basis; (b) the present fair saleable value of the assets of the Parent and the RestrictedSubsidiaries on a going concern basis and on a consolidated basis is not less than the amount that couldreasonably be expected to be required to pay the probable liability of their debts and other liabilities, ona consolidated basis, as they become absolute and matured; (c) the Parent and the RestrictedSubsidiaries, on a consolidated basis, are able to pay their debts and liabilities as they become absoluteand mature; and (d) the Parent and the Restricted Subsidiaries are not engaged in, and are not about tobe engaged in, business or a transaction for which the Parent’s and the Restricted Subsidiaries’ assets,on a consolidated basis, would constitute unreasonably small capital. For purposes of this Section3.15, (a) “fair value” shall mean the amount at which the assets of an entity would change handsbetween a willing buyer and a willing seller, within a commercially reasonable period of time, eachhaving knowledge of the relevant facts, neither being under any compulsion to act, with equity to both;and (b) “present fair saleable value” shall mean the amount that may be realized within a reasonabletime, considered to be six months to one year, either through collection or sale at the regular marketvalue, conceiving the70  latter as the amount which could be obtained for such properties within such period by a capable anddiligent businessman from an interested buyer who is willing to purchase under ordinary sellingconditions.Section 3.16 ERISA. No ERISA Event has occurred or is reasonably expected to occurthat, when taken together with all other such ERISA Events for which liability is reasonably expectedto occur, could reasonably be expected to result in a Material Adverse Effect.Section 3.17 Disclosure. None of the other reports, financial statements, certificates or otherinformation furnished by or on behalf of the Parent and the Restricted Subsidiaries to theAdministrative Agent or any Lender in connection with the negotiation of this Agreement or deliveredhereunder (as modified or supplemented by other information so furnished) contains any materialmisstatement of fact or omits to state any material fact necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading; provided that, with respect toprojected financial information and forward-looking statements, the Parent represents only that suchinformation was prepared in good faith based upon assumptions believed to be reasonable at the time.Section 3.18 Margin Stock. No part of any Borrowing or any Swingline Loan shall be usedat any time, to purchase or carry margin stock (within the meaning of Regulation U) in violation ofRegulation U or to extend credit to others for the purpose of purchasing or carrying any margin stockin violation of Regulation U. Neither the Parent nor any Restricted Subsidiary is engaged principally,or as one of its important activities, in the business of extending credit for the purposes of purchasing orcarrying any such margin stock. No part of the proceeds of any Borrowing will be used for anypurpose which violates, or which is inconsistent with, any regulations promulgated by the Board.Section 3.19 Anti-Corruption Laws and Sanctions. The Parent has implemented andmaintains in effect policies and procedures designed to ensure compliance by the Parent, itsSubsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Lawsand applicable Sanctions, and the Parent, its Subsidiaries and their respective officers and employeesand, to the knowledge of the Parent, its directors and agents (acting in such agent’s capacity as agentfor the Obligors), are in compliance with Anti-Corruption Laws and applicable Sanctions in all materialrespects. None of (a) the Parent, any Subsidiary or any of their respective directors, officers oremployees, or (b) to the knowledge of Parent, any agent of the Parent or any Subsidiary acting in itscapacity as agent for the Obligors in connection with the credit facility established hereby, is aSanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transactioncontemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.ARTICLE IVConditionsSection 4.01 Effective Date. The effectiveness of this Agreement is subject to the conditionsprecedent that each of the following conditions is satisfied (or waived in accordance with Section10.02):71  (a)The Administrative Agent (or its counsel) shall have received from each party hereto either(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory tothe Administrative Agent (which may include telecopy or other electronic transmission of a signedsignature page of this Agreement) that such party has signed a counterpart of this Agreement.(b)The Administrative Agent shall have received the Ratification Agreement executed by theparties thereto.(c)The Administrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the organization, existence andgood standing, to the extent applicable, of each Obligor and each Restricted Subsidiary, theauthorization of the Transactions to occur on the Effective Date, the authority of each natural Personexecuting any of the Loan Documents on behalf of any Obligor and any other legal matters relating tothe Obligors, this Agreement or the Transactions to occur on the Effective Date, all in form andsubstance reasonably satisfactory to the Administrative Agent.(d)Each Lender requesting a promissory note evidencing Loans made by such Lender shallhave received from the Borrower a promissory note payable to such Lender in a form approved by theAdministrative Agent in its reasonable discretion.(e)The Lenders, the Administrative Agent and the Arrangers shall have received all fees andother amounts due and payable on or prior to the Effective Date, including reimbursement or paymentof all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.(f)The Administrative Agent shall have received a certificate from the Borrower confirmingreceipt of all material governmental and third party approvals, if any, necessary in connection with thefinancing contemplated hereby.(g)The Lenders shall have received audited consolidated financial statements of the Borrowerfor the fiscal year ended December 31, 2013.(h)The Administrative Agent shall have received a favorable written opinion (addressed to theAdministrative Agent and the Lenders and dated the Effective Date) of Vinson & Elkins LLP, counselfor the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.(i)The Administrative Agent shall have received reports of UCC, tax and judgment Liensearches conducted by a reputable search firm with respect to each of the Borrower and the RestrictedSubsidiaries from their respective jurisdiction of formation and such reports shall not disclose any Liensother than Permitted Liens.(j)To the extent not previously delivered pursuant to the Existing Credit Agreement, allmembership and stock certificates of each Subsidiary of the Borrower described on Annex 3 to theSecurity Agreement shall have been delivered to Administrative Agent together with related stock andmembership powers executed in blank by the Borrower.72  (k)The Administrative Agent shall have received evidence of insurance coverage of theBorrower and the Restricted Subsidiaries, which coverage shall be consistent with the requirements setforth in Section 5.05 and shall name the Administrative Agent as an additional insured and as a losspayee on the liability and casualty insurance policies.(l)The Administrative Agent and the Lenders shall have received all documentation and otherinformation reasonably requested by them under applicable “know your customer” and anti-moneylaundering rules and regulations, including the Patriot Act, and their respective internal policies.Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on theoccasion of any Borrowing, and of the Issuing Lender to issue, amend, renew or extend any Letter ofCredit, is subject to the satisfaction of the following conditions:(a)The representations and warranties of the Parent and the Restricted Subsidiaries set forth inthis Agreement or any other Loan Document shall be deemed to have been made as a part of saidrequest for each Borrowing and shall be true and correct in all material respects on and as of the date ofsuch Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, asapplicable; provided, that to the extent such representations and warranties were made as of a specificdate, the same shall be required to have been true and correct in all material respects as of such specificdate; provided further, in either case, to the extent any such representation or warranty is qualified byMaterial Adverse Effect or materiality qualifier, such representation or warranty shall be true andcorrect in all respects.(b)No Material Adverse Effect shall have occurred;(c)The Administrative Agent shall have received a Borrowing Request as required by Section2.03 or the Administrative Agent and the Issuing Lender shall have received a request for the issuanceof a Letter of Credit as required by Section 2.05(b); and(d)At the time of and immediately after giving effect to such Borrowing or the issuance,amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event ofDefault shall have occurred and be continuing.Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall bedeemed to constitute a representation and warranty by the Parent on the date thereof as to the mattersspecified in paragraphs (a), (b), and (d) of this Section 4.02.ARTICLE VAffirmative CovenantsUntil the Commitments have expired or been terminated and the principal of and interest oneach Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shallhave expired or terminated and all LC Disbursements shall have been reimbursed, the Parent, for itselfand each Restricted Subsidiary, and each Guarantor, for itself, covenant and agree with the Lendersthat:73  Section 5.01 Financial Statements. The Parent will furnish to the Administrative Agent andeach Lender:(a)within 90 days after the end of each fiscal year of the Parent, the audited consolidatedbalance sheet and related statements of operations, shareholders’ equity and cash flows as of the end ofand for such year of the Parent, setting forth in each case in comparative form the figures for theprevious fiscal year, all reported on by independent public accountants of recognized national standing(without a “going concern” or like qualification, or exception as to the scope of such audit by reason ofany limitation which is imposed by the Parent) to the effect that such consolidated financial statementspresent fairly in all material respects the financial condition and results of operations of the Parent andits Subsidiaries on a consolidated basis in accordance with GAAP;(b)within 45 days after the end of the first three fiscal quarters of each fiscal year of the Parent,the consolidated balance sheet and related statements of operations, shareholders’ equity and cashflows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year for theParent, setting forth in each case in comparative form the figures for the corresponding period orperiods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified bya Financial Officer as presenting fairly in all material respects the financial condition and results ofoperations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subjectto normal year-end adjustments, reclassifications and the absence of footnotes;(c)concurrently with any delivery of financial statements under clause (a) or (b) above, acertificate of a Financial Officer substantially in the form attached hereto as Exhibit 5.01(c)(“Compliance Certificate”) and (i) certifying that the representations and warranties of the Parent andthe Restricted Subsidiaries contained in Article III and the Security Documents were true and correct inall material respects when made, and are repeated at and as of the date of such Compliance Certificateand are true and correct in all material respects at and as of such date, except for such representationsand warranties as are by their express terms limited to a specific date, (ii) certifying that, since the laterof the Effective Date or the most recent Compliance Certificate, no change has occurred in thebusiness, financial condition or results of operations of the Parent or any Restricted Subsidiary whichcould reasonably be expected to have a Material Adverse Effect, (iii) certifying as to whether a Defaulthas occurred and, if a Default has occurred, specifying the details thereof and any action taken orproposed to be taken with respect thereto, (iv) setting forth reasonably detailed calculationsdemonstrating compliance with Sections 6.16, 6.17 and 6.18, (v) certifying compliance with Section5.09(b) and (c), (vi) containing any notification by the Parent of the elimination of the effect of anychange in GAAP in accordance with Section 1.04, (vii) setting forth a comparison of the ConsolidatedAdjusted Pro Forma EBITDA as shown on most recent Compliance Certificate to the ConsolidatedAdjusted EBITDA for the same period, and (viii) including a reasonably detailed description of anyadjustments attributable to Business Acquisitions as described in the definition of ConsolidatedAdjusted Pro Forma EBITDA which are included by the Parent in its calculation of ConsolidatedAdjusted Pro Forma EBITDA for the period covered by such Compliance Certificate;(d)promptly upon receipt of any written complaint, order, citation, notice or other writtencommunication from any Person with respect to, or upon the Parent or any of its Subsidiaries obtainingknowledge of, (i) the existence or alleged existence of a violation of any74  applicable Environmental Law or any Environmental Liability in connection with any property now orpreviously owned, leased or operated by the Parent or any Restricted Subsidiary, (ii) any release ofHazardous Materials on such property or any part thereof in a quantity that is reportable under anyapplicable Environmental Law, and (iii) any pending or threatened proceeding for the termination,suspension or non-renewal of any permit required under any applicable Environmental Law, in eachcase under clause (i), (ii) or (iii) above, in which there is a reasonable likelihood of an adverse decisionor determination that could reasonably be expected to result in a Material Adverse Effect, a certificateof a Financial Officer, setting forth the details of such matter and the actions, if any, that the Parent orsuch Restricted Subsidiary is required or proposes to take;(e)promptly following any request therefor, such other information regarding the operations,business affairs and financial condition of the Parent or any Restricted Subsidiary, orcompliance with the terms of this Agreement, as the Administrative Agent or any Lender mayreasonably request;(f)promptly following any request therefor, such information evidencing any adjustmentsattributable to Business Acquisitions as described in the definition of Consolidated Adjusted Pro FormaEBITDA and included in a Compliance Certificate delivered pursuant to clause (c) above;(g)within 90 days after the end of each fiscal year, copies of certificates evidencing or otherevidence of all material insurance coverage maintained by the Parent and the Restricted Subsidiaries;and(h)within 90 days after the end of each fiscal year, an annual budget of the Parent and theRestricted Subsidiaries for the following fiscal year.Documents required to be delivered pursuant to Section 5.01(a) and (b) (to the extent any suchdocuments are included in materials otherwise filed with the SEC) may be delivered electronically andif so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts suchdocuments, or provides a link thereto on the Parent’s website on the Internet; or (ii) on which suchdocuments are posted on the Parent’s behalf on an Internet or intranet website, if any, to which eachLender and the Administrative Agent have access (whether a commercial, third-party website orwhether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in everyinstance the Parent shall be required to provide paper or electronic copies of the ComplianceCertificates required by Section 5.01(c) to the Administrative Agent. Except for such ComplianceCertificates, the Administrative Agent shall have no obligation to request the delivery or to maintaincopies of the documents referred to above, and in any event shall have no responsibility to monitorcompliance by the Parent with any such request for delivery, and each Lender shall be solelyresponsible for requesting delivery to it or maintaining its copies of such documents.Section 5.02 Notices of Material Events. The Parent will furnish to the AdministrativeAgent and each Lender promptly and, in any event, within five Business Days after acquiringknowledge thereof, written notice of the following:75  (a)the occurrence of any Event of Default and the action that the Parent or any RestrictedSubsidiary is taking or proposes to take with respect thereto;(b)the incurrence of any material liability or obligation of any nature (whether absolute,accrued, contingent or otherwise) by the Parent or any Restricted Subsidiary, other than such liabilitiesand obligations referenced in clauses (i) through (v) of Section 3.05;(c)the filing or commencement of any action, suit or proceeding by or before any arbitrator orGovernmental Authority against or affecting the Parent or any Restricted Subsidiary or any Affiliatethereof that, if adversely determined, could reasonably be expected to result in a Material AdverseEffect or that in any manner questions the validity of the Loan Documents; and(d)the occurrence of any ERISA Event that, alone or together with any other ERISA Eventsthat have occurred, could reasonably be expected to result in unfunded liability of any Obligor resultingin a Material Adverse Effect.Each notice delivered under this Section shall be accompanied by a statement of a FinancialOfficer setting forth the details of the event or development requiring such notice and any action takenor proposed to be taken with respect thereto.Section 5.03 Existence; Conduct of Business. Each Obligor shall and shall cause eachRestricted Subsidiary to do or cause to be done all things necessary to preserve, renew and keep in fullforce and effect its legal existence and the rights, licenses, permits, privileges and franchises material tothe conduct of its business except to the extent failure to maintain or preserve could not reasonably beexpected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger,consolidation, liquidation or dissolution permitted under Section 6.03 or any other transaction permittedunder this Agreement.Section 5.04 Payment of Obligations. Each Obligor shall and shall cause each RestrictedSubsidiary to pay its obligations, including liabilities for Taxes before the same shall becomedelinquent or in default, except (a) past due Taxes for which no fine, penalty, interest, late charge orloss has been assessed, (b) where the validity or amount thereof is being contested in good faith byappropriate proceedings, and such Obligor or Restricted Subsidiary has set aside on its books adequatereserves with respect thereto in accordance with GAAP and (c) where the failure to make paymentcould not reasonably be expected to result in a Material Adverse Effect.Section 5.05 Maintenance of Properties; Insurance. Each Obligor shall and shall causeeach Restricted Subsidiary to (a) keep and maintain all property material to the conduct of the businessof the Obligors and the Restricted Subsidiaries, taken as a whole, in good working order and condition,ordinary wear and tear excepted, and (b) subject to Section 5.14, maintain, with financially sound andreputable insurance companies, insurance in such amounts and against such risks as are customarilymaintained by companies engaged in the same or similar businesses operating in the same or similarlocations.Section 5.06 Books and Records; Inspection Rights. Each Obligor shall and shall causeeach Restricted Subsidiary to keep proper, complete and consistent books of record that are true andcorrect in all material respects with respect to such Person’s operations, affairs, and financialcondition. Each Obligor shall and shall cause each Restricted Subsidiary to permit any76  representatives designated by the Administrative Agent, upon reasonable prior notice, to visit andinspect its properties, to examine and make extracts from its books and records, and to discuss itsaffairs, finances and condition with its officers and independent accountants, all at such reasonabletimes and as often as reasonably requested (provided that in the absence of an Event of Default, therepresentatives of the Administrative Agent shall not visit or inspect such properties more often thanonce per calendar year), subject in each case, to any restrictions or confidentiality agreements existingin favor of third parties.Section 5.07 Compliance with Laws. Each Obligor shall and shall cause each RestrictedSubsidiary to comply with all Laws (excluding Laws referenced in Sections 5.10 and 5.12, whichcompliance shall be governed by such Sections) and Orders applicable to it or its property, exceptwhere the failure to do so, individually or in the aggregate, could not reasonably be expected to resultin a Material Adverse Effect. The Parent will maintain in effect and enforce policies and proceduresdesigned to ensure compliance by the Parent, its Subsidiaries and their respective directors, officers,employees and agents with Anti-Corruption Laws and applicable Sanctions.Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans andLetters of Credit will be used only to (a) pay the fees, expenses and other transaction costs of theTransactions and (b) fund working capital needs and general corporate purposes of the Parent and theRestricted Subsidiaries, including the making of Business Acquisitions and other acquisitions ofproperty. No part of the proceeds of any Loan will be used, whether directly or indirectly, for anypurpose that entails a violation of any of the Regulations of the Board, including Regulations T, U andX. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and shallprocure that its Subsidiaries and its or their respective directors, officers, employees and agents shall notuse, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promiseto pay, or authorization of the payment or giving of money, or anything else of value, to any Person inviolation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating anyactivities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or(c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.Section 5.09 Additional Guarantors; Termination of Guarantees.(a)The Parent at all times shall cause (i) all Material Restricted Subsidiaries to be Credit FacilityGuarantors, other than any Material Restricted Subsidiary that is a CFC Subsidiary, and (ii) all MaterialRestricted Subsidiaries that are CFC Subsidiaries to be CFC Guarantors.(b)If as of the end of any fiscal quarter, (i) the aggregate consolidated revenues generated by theUnrestricted Subsidiaries exceed ten percent (10%) of the aggregate total consolidated revenue of theParent and all of its Subsidiaries for the most recently ended period of four (4) fiscal quarters or (ii) thebook value of the aggregate consolidated assets held by the Unrestricted Subsidiaries exceeds tenpercent (10%) of the book value of the aggregate total consolidated assets of the Parent and all of itsSubsidiaries for the most recently ended period of four (4) fiscal quarters, the Parent shall promptlycause one or more of said Unrestricted Subsidiaries to be designated as a Restricted Subsidiary, suchthat, after giving effect to such designation, both the aggregate consolidated revenues and the bookvalue of the aggregate consolidated assets of all Unrestricted Subsidiaries are less than ten percent(10%) of the total77  consolidated revenue and total book value of the consolidated assets of the Parent and all of itsSubsidiaries. In addition, to the extent that such new Restricted Subsidiary is a Material Subsidiary, theParent shall (i) cause such new Restricted Subsidiary to become a Credit Facility Guarantor (in the caseof any Restricted Subsidiary that is not a CFC Subsidiary) or a CFC Guarantor (in the case of anyRestricted Subsidiary that is a CFC Subsidiary) by executing the applicable Addendum and (ii) deliverto the Administrative Agent such documents relating to such new Restricted Subsidiary as theAdministrative Agent shall reasonably request.(c)If as of the end of any fiscal quarter, (i) the aggregate consolidated revenues generated byImmaterial Subsidiaries (other than the Finco Entities) that are not Guarantors exceed fifteen percent(15%) of the aggregate total consolidated revenue of the Parent and all of its Subsidiaries for the mostrecently ended period of four (4) fiscal quarters or (ii) the book value of the aggregate consolidatedassets held by the Immaterial Subsidiaries (other than the Finco Entities) that are not Guarantorsexceeds fifteen percent (15%) of the book value of the aggregate total consolidated assets of the Parentand all of its Subsidiaries for the most recently ended period of four (4) fiscal quarters, the Parent shallpromptly cause one or more of said Immaterial Subsidiaries (other than the Finco Entities) to become aCredit Facility Guarantor (in the case of any Immaterial Subsidiary that is not a CFC Subsidiary) or aCFC Guarantor (in the case of any Immaterial Subsidiary that is a CFC Subsidiary) by executing theapplicable Addendum, such that, after giving effect to such Addendum, both the aggregateconsolidated revenues and the book value of the aggregate consolidated assets of all ImmaterialSubsidiaries (other than the Finco Entities) that are not Guarantors are less than fifteen percent (15%) ofthe total consolidated revenue and total book value of the consolidated assets of the Parent and all of itsSubsidiaries. Any such Immaterial Subsidiary that becomes a Guarantor shall also be designated as aRestricted Subsidiary, to the extent not already a Restricted Subsidiary. The Parent shall deliver to theAdministrative Agent such documents relating to such Immaterial Subsidiary as the AdministrativeAgent shall reasonably request.(d)Within 30 days after the Parent acquires or creates a new Subsidiary (other than a FincoEntity), the Parent shall notify the Administrative Agent and shall provide the constituent documentsfor such new Subsidiary, and to the extent that such Subsidiary is a Material Restricted Subsidiary or tothe extent such Subsidiary would otherwise be required to be a Guarantor under clause (b) or (c)above, the Parent shall (i) cause such new Subsidiary to become a Credit Facility Guarantor (in thecase of any new Subsidiary that is not a CFC Subsidiary) or a CFC Guarantor (in the case of any newSubsidiary that is a CFC Subsidiary) by executing the applicable Addendum and (ii) deliver to theAdministrative Agent such documents relating to such new Subsidiary as the Administrative Agentshall reasonably request.(e)Within 30 days after the occurrence of any event that results in a Subsidiary ceasing to be aCFC Subsidiary, to the extent such Subsidiary is a Material Restricted Subsidiary or to the extent suchSubsidiary would otherwise be required to be a Guarantor under clause (b) or (c) above, the Parentshall (i) cause such Subsidiary to become a Credit Facility Guarantor by executing the applicableAddendum and (ii) deliver such documents relating to such Subsidiary as the Administrative Agentshall reasonably request.(f)At any time, the Parent may, in its sole discretion, elect to cause one or more RestrictedSubsidiaries that are not then Guarantors to become Guarantors by notifying the78  Administrative Agent of such election, designating that such Restricted Subsidiary will be a CFCGuarantor (if applicable) and causing such Restricted Subsidiary to execute an Addendum and deliversuch Addendum to the Administrative Agent together with such other documents relating to such newGuarantor as the Administrative Agent shall reasonably request.(g)At any time, the Parent may elect to terminate any Guarantee by any Guarantor (a“Guarantee Termination”); provided that (i) no such Guarantee Termination shall be given or takeeffect with respect to any Subsidiary that is at the time a Borrower or Material Restricted Subsidiaryand (ii) such Guarantee Termination shall only become effective on the date that is ten days afterreceipt by the Administrative Agent of a certificate of a Financial Officer certifying that (A) the Parentwill be in pro forma compliance with Sections 5.09(b) and (c) and (B) no Default or Event of Defaultshall have occurred, in each case, at the time of and after giving effect to such Guarantee Termination. Upon the effectiveness of any Guarantee Termination, (i) such Guarantor shall be released from itsobligations as a Guarantor hereunder, (ii) all Liens granted by such Guarantor to secure its Guaranteeshall automatically be terminated and released and (iii) the Administrative Agent will, at the expense ofthe Parent, execute and deliver such documents as are reasonably necessary to evidence said releasesand terminations.Section 5.10 Additional Borrowers; Removal of Borrowers. (a)(i) If after the Third Amendment Effective Date, the Parent desires another Wholly-OwnedRestricted Subsidiary to become a Borrower hereunder, the Parent shall (A) provide at least tenBusiness Days’ prior written notice to the Administrative Agent, which notice shall specify, ifapplicable, whether such Subsidiary shall be a CFC Borrower hereunder; (B) deliver to theAdministrative Agent a Borrower Accession Agreement duly executed by all parties thereto;(C) satisfy all of the conditions with respect thereto set forth in this Section 5.10(a) in form andsubstance reasonably satisfactory to the Administrative Agent; (D) deliver satisfactory documentationand other information reasonably requested by the Administrative Agent or the Lenders underapplicable “know your customer” and anti-money laundering rules and regulations, including thePatriot Act, and their respective internal policies; and (E) in the case of a proposed AdditionalBorrower that is organized under the laws of a jurisdiction other than the United States (or any statethereof or the District of Columbia) or the United Kingdom, obtain the consent of each Lender thatsuch Additional Borrower is acceptable as a Borrower hereunder.(ii)Each Subsidiary’s addition as a Borrower shall also be subject to satisfaction ofthe following conditions: (A) the Administrative Agent shall have received (1) a certificatesigned by a duly authorized officer of such Subsidiary, dated the date of such BorrowerAccession Agreement certifying that (x) the representations and warranties contained in eachLoan Document are true and correct in all material respects on and as of such date (or in allrespects if already qualified by Material Adverse Effect or materiality), before and after givingeffect to such Subsidiary becoming an Additional Borrower and as though made on and as ofsuch date (except to the extent such representations and warranties related solely to an earlierdate, in which case such representations and warranties shall have been true and correct in allmaterial respects (or in all respects if already qualified by Material Adverse Effect ormateriality)) and (y) no Default or Event79  of Default has occurred and is continuing as of such date or would occur as a result of suchSubsidiary becoming an Additional Borrower; and (2) such supporting resolutions, incumbencycertificates, legal opinions and other documents or information pertaining to the AdditionalBorrower as the Administrative Agent (or any Lender acting through the Administrative Agent)may reasonably require, all in form and substance reasonably satisfactory to the AdministrativeAgent and (B) in the case of a proposed Additional Borrower that is organized under the lawsof a jurisdiction other than the United States (or any state thereof or the District of Columbia),(1) each Lender shall have met to such Lender’s satisfaction all applicable regulatory, licensingand internal policy requirements and shall be legally permitted to make loans to such AdditionalBorrower and (2) no Lender shall be subject to any administrative or operational issues as aresult of lending to such Additional Borrower, unless such Lender, in its sole discretion, waivesthe condition set forth in this clause (2).(iii)No Subsidiary’s addition as an Additional Borrower shall become effectiveunless and until all applicable conditions set forth above in paragraphs (i) and (ii) have beensatisfied in the reasonable discretion of the Administrative Agent. Upon the effective date ofsuch Subsidiary’s addition as an Additional Borrower, such Subsidiary shall be deemed to be aBorrower and, if applicable, a CFC Borrower, as specified in the Parent’s notice deliveredpursuant to paragraph (i) above, hereunder. The Administrative Agent shall promptly notifyeach Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall,upon request by any Lender, provide such Lender with a copy of the executed BorrowerAccession Agreement. With respect to the accession of any Additional Borrower, each Lendershall be responsible for making a determination as to whether it is capable of making advancesto such Additional Borrower without the incurrence of withholding Taxes, provided that suchAdditional Borrower and its tax advisors shall cooperate in all reasonable respects with theAdministrative Agent and such Lender in connection with any analysis necessary for suchLender to make such determination and such Additional Borrower shall bear all costs andexpenses incurred in connection with such determination.(b)So long as no Default or Event of Default has occurred and is then continuing or wouldresult therefrom, the Parent may remove any Subsidiary as a Borrower under this Agreement byproviding written notice of such removal to the Administrative Agent which shall promptly give theLenders notice of such removal; provided that (i) in the event Loans are outstanding to suchSubsidiary, (A) such Loans shall be repaid in full in accordance with the terms hereof or (B) the Parentshall designate in such notice the existing Borrower or Borrowers to which such Loans will beassigned and such Loans shall be assigned to said Borrower or Borrowers prior to orcontemporaneously with the removal of such Subsidiary as a Borrower pursuant to an agreementreasonably satisfactory to the Administrative Agent and (ii) in the event outstanding Letters of Creditare issued for the account of such Subsidiary (or any of its Subsidiaries), the related LC Exposure shallbe cash collateralized in an account with the Administrative Agent. After receipt of such written noticeby the Administrative Agent and, if applicable, the conditions set forth in clauses (i) and (ii) of theforegoing sentence, such Subsidiary shall cease to be a Borrower hereunder, but shall continue to be aGuarantor hereunder to the extent provided in Section 5.09. Once removed pursuant to this Section5.10(b), such Subsidiary shall have no right to borrow under this Agreement unless the Parent providesnotice as required pursuant to Section80  5.10(a) of the request again to add such Subsidiary as an Additional Borrower hereunder and suchSubsidiary complies with the conditions set forth in Section 5.10(a) to become an Additional Borrowerhereunder.Section 5.11 Compliance with ERISA. In addition to and without limiting the generality ofSection 5.07, each Obligor shall and shall cause each Restricted Subsidiary to (a) comply in all materialrespects with all applicable provisions of ERISA and the regulations and published interpretationsthereunder with respect to all employee benefit plans (as defined in ERISA) except where the failure todo so, individually or in the aggregate, could not reasonably be expected to result in a Material AdverseEffect, (b) not take any action or fail to take action the result of which could be (i) a liability to thePBGC (other than liability for PBGC premiums) or (ii) a past due liability to any Multiemployer Plan,except to the extent such liability could not reasonably be expected to result in a Material AdverseEffect, (c) not participate in any prohibited transaction that could result in any civil penalty underERISA or any tax under the Code, except to the extent such penalty or tax could not reasonably beexpected to result in a Material Adverse Effect, (d) operate each employee benefit plan in such amanner that could not reasonably be expected to result in the incurrence of any material tax liabilityunder Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section4980B of the Code except to the extent such tax liability or liability to any qualified beneficiary couldnot reasonably be expected to have a Material Adverse Effect and (e) furnish to the AdministrativeAgent upon the Administrative Agent’s request such additional information about any employeebenefit plan as may be reasonably requested by the Administrative Agent.Section 5.12 Compliance With Agreements. Each Obligor shall and shall cause eachRestricted Subsidiary to comply in all respects with each material contract or agreement to which it is aparty, except where the failure to so comply could not reasonably be expected to result in a MaterialAdverse Effect; provided that such Obligor or Restricted Subsidiary may contest any such contract oragreement or any portion thereof in good faith through applicable proceedings so long as adequatereserves are maintained in accordance with GAAP.Section 5.13 Compliance with Environmental Laws; Environmental Reports. EachObligor shall and shall cause each Restricted Subsidiary to (a) comply with all Environmental Lawsapplicable to its operations and real property except to the extent that the failure to comply could notreasonably be expected to result in a Material Adverse Effect; (b) obtain and renew all GovernmentalApprovals required under Environmental Laws applicable to its operations and real property except tothe extent that the failure to obtain or renew such approvals could not reasonably be expected to resultin a Material Adverse Effect; and (c) conduct any Response in accordance with Environmental Lawsexcept to the extent that the failure to do so could not reasonably be expected to result in a MaterialAdverse Effect; provided that neither such Obligor nor any Restricted Subsidiary shall be required toundertake any Response to the extent that its obligation to do so is being contested in good faith and byproper proceedings and appropriate reserves are being maintained with respect to such circumstances inaccordance with GAAP.81  Section 5.14 Maintain Business. Each Obligor shall and shall cause each RestrictedSubsidiary to continue to engage in all material respects primarily in the business or businesses beingconducted on the Third Amendment Effective Date and other businesses reasonably related or ancillarythereto as determined by the board of directors of the Parent. Section 5.15 Further Assurances. Each Obligor shall and shall cause each RestrictedSubsidiary to execute, acknowledge and deliver, at its own cost and expense, all such further acts,documents and assurances as may from time to time be reasonably necessary or as the MajorityLenders may from time to time reasonably request in order to carry out the intent and purposes of theLoan Documents, including all such actions to establish, preserve, protect and (to the extent requiredunder the Security Documents or as otherwise provided in this Agreement) perfect the estate, right, titleand interest of the Lenders, or the Administrative Agent for the benefit of the Lenders, to the Collateral(including Collateral acquired after the date hereof).ARTICLE VINegative CovenantsUntil the Commitments have expired or terminated and the principal of and interest on eachLoan and all fees payable hereunder shall have been paid in full and all Letters of Credit have expiredor terminated and all LC Disbursements shall have been reimbursed, the Parent, for itself and eachRestricted Subsidiary, and each Guarantor, for itself, covenant and agree with the AdministrativeAgent and the Lenders that:Section 6.01 Indebtedness. None of the Obligors or any Restricted Subsidiary will create,incur, assume or permit to exist any Indebtedness, except:(a)Indebtedness created hereunder or under any of the Loan Documents;(b)Existing Indebtedness and any Indebtedness incurred in connection with the refinancingthereof, so long as (i) the principal amount of such Indebtedness does not increase, (ii) suchIndebtedness does not have a maturity date shorter than six (6) months following the Termination Dateand (iii) such Indebtedness has covenants, taken as a whole, that are no more restrictive than the termsof the Loan Documents in any material respects;(c)Indebtedness incurred to finance the acquisition, construction or improvement of any assets,including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisitionof any such assets or secured by a Lien on any such assets prior to the acquisition thereof, andextensions, renewals and replacements of any of such Indebtedness that do not increase the outstandingprincipal amount thereof; provided that the aggregate principal amount of Indebtedness outstandingunder this clause (c) shall not exceed $50,000,000 at any time;82  (d)Indebtedness (i) owed by an Obligor to any other Obligor, (ii) owed by a RestrictedSubsidiary that is not an Obligor to any other Restricted Subsidiary that is not an Obligor, (iii) owed byan Obligor to any Restricted Subsidiary that is not an Obligor or (iv) owed by a Restricted Subsidiarythat is not an Obligor to any Obligor; provided that the aggregate amount of Indebtedness outstandingpursuant to this clause (iv) shall not exceed $75,000,000, at any time, when combined with amountsoutstanding under Section 6.05(e), without duplication;(e)Indebtedness of any Restricted Subsidiary in existence on the date on which such RestrictedSubsidiary is acquired directly or indirectly by the Parent (but not incurred or created in connectionwith such acquisition); provided (i) neither the Parent nor any other Restricted Subsidiary has anyobligation with respect to such Indebtedness, (ii) none of the properties of the Parent or any otherRestricted Subsidiary is bound with respect to such Indebtedness and (iii) the aggregate principalamount of all Indebtedness outstanding under this clause (e) shall not exceed $10,000,000 at anytime;(f)Indebtedness in respect of endorsements of negotiable instruments for collection in theordinary course of business;(g)Indebtedness associated with accounts payable incurred in the ordinary course of businessthat are not more than ninety (90) days past due or which are being actively contested by the Parent orthe applicable Restricted Subsidiary in good faith and by appropriate action and for which adequatereserves have been maintained in accordance with GAAP;(h)Indebtedness constituting Investments permitted by clauses (f) and (h) of Section 6.05;(i)Indebtedness incurred pursuant to Swap Agreements permitted by Section 6.06;(j)other Indebtedness in an aggregate amount not to exceed $50,000,000 outstanding at anytime;(k)guarantees of Indebtedness permitted by clauses (c), (i) and (j) of this Section; and(l)other unsecured Indebtedness so long as the Total Net Leverage Ratio at the time ofincurrence of such Indebtedness, and after giving pro forma effect thereto, is less than 3.5 to 1.0;provided, the proceeds of any such newly incurred Indebtedness shall not be included in the calculationof the Total Net Leverage Ratio for purposes of determining pro forma compliance with such ratio (itbeing understood that this proviso shall not exclude Unencumbered Balance Sheet Cash that is notattributable to such newly incurred Indebtedness).Section 6.02 Liens. None of the Obligors or any Restricted Subsidiary will create, incur,assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, orassign or sell any income or revenues (including accounts receivable) or rights in respect of anythereof, except:(a)Permitted Encumbrances;83  (b)Liens created by the Security Documents;(c)Liens on any property or assets of the Parent or any Restricted Subsidiary existing on theThird Amendment Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall notapply to any property or asset of the Parent or any Restricted Subsidiary other than such property orasset to which such Lien applies on the Third Amendment Effective Date and (ii) such Lien shallsecure only those obligations which it secures on the Third Amendment Effective Date and extensions,renewals and replacements thereof in accordance with Section 6.01; (d)Liens on assets acquired, constructed or improved by the Parent or any RestrictedSubsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (c) of Section 6.01,(ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after suchacquisition or the completion of such construction or improvement, (iii) the Indebtedness securedthereby does not exceed 100% of the cost of acquiring, constructing or improving such assets and (iv)such Liens shall not apply to any other property or assets of the Parent or any Restricted Subsidiaryother than the proceeds of, and insurance proceeds related to, such assets;(e)Liens on assets of any Restricted Subsidiary in existence on the date such RestrictedSubsidiary is acquired by the Parent (but not created in connection with such acquisition) securingIndebtedness permitted under Section 6.01(e); provided that (i) such Lien shall not apply to anyproperty of asset of the Parent or any other Restricted Subsidiary and (ii) such Lien shall secure onlythose obligations which it secures on the date of such acquisition; and(f)Liens on cash securing obligations of the Parent or any Restricted Subsidiary to providers ofvault services with respect to such cash.Section 6.03 Fundamental Changes. None of the Obligors or any Restricted Subsidiarywill merge into or consolidate with any other Person, or permit any other Person to merge into orconsolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately aftergiving effect thereto no Default or Event of Default shall have occurred and be continuing and, if suchtransaction involves a Borrower, such Borrower shall survive such transaction or the surviving entityshall become a Borrower in accordance with Section 5.10(a):(a)any Restricted Subsidiary may merge into or consolidate with a Borrower;(b)any Restricted Subsidiary that is a Wholly-Owned Subsidiary may merge into or consolidatewith any other Restricted Subsidiary that is a Wholly-Owned Subsidiary; provided that if suchtransaction involves an Obligor, the Obligor survives such transaction (or the surviving entity becomesan Obligor in accordance with Section 5.09 or Section 5.10(a), as applicable);(c)any Restricted Subsidiary may merge into or consolidate with any other Person so long aseither (i) such Restricted Subsidiary is the surviving entity of such merger or consolidation or (ii) ifsuch Restricted Subsidiary is not the surviving entity, the surviving entity and/or the Parent, asapplicable, complies with the provisions of Section 5.09(d) within thirty (30) days of such merger orconsolidation;84  (d)any Obligor or any Restricted Subsidiary that is not an Obligor may change its jurisdiction oforganization so long as, in the case of an Obligor, it complies with Section 6.12 hereof;(e)any Restricted Subsidiary that is not an Obligor may liquidate or dissolve if the Parentdetermines in good faith that such liquidation or dissolution is in the best interests of the Parent andcould not be reasonably expected to result in a Material Adverse Effect; and(f)any Unrestricted Subsidiary may merge into or consolidate with any Obligor or anyRestricted Subsidiary that is not an Obligor so long as (i) such Obligor or such Restricted Subsidiarythat is not an Obligor is the surviving entity of such merger or consolidation and (ii) the Parent providesan officer’s certificate to the Administrative Agent, executed by a Financial Officer, certifying that,after giving effect to such merger or consolidation, the Parent is in pro forma compliance with Sections6.16, 6.17 and 6.18.Section 6.04 Asset Sales. None of the Obligors or any Restricted Subsidiary will make anyAsset Sale except, if at the time thereof and immediately after giving effect thereto, with respect toclause (a), no Default or Event of Default shall have occurred and be continuing:(a)the Parent or any Restricted Subsidiary may make any Asset Sale, including sale-leasebacktransactions, if (i) the consideration therefor is not less than the fair market value of the related asset and(ii) after giving effect thereto, the aggregate book value of the assets disposed of in all Asset Sales(other than Asset Sales permitted under the other clauses of this Section 6.04) during the term of thisAgreement would not exceed twenty-five percent (25%) of the book value of the total assets of theParent and its Subsidiaries on a consolidated basis as of the time such Asset Sale is consummated,which amount shall be diminished by the aggregate book value of all prior Asset Sales made during theterm of this Agreement pursuant to this clause (a);(b)(i) any Obligor may sell, transfer, lease or otherwise dispose of its assets to another Obligor,and (ii) any Restricted Subsidiary that is not an Obligor may sell, transfer, lease or otherwise dispose ofits assets to any Obligor or any other Restricted Subsidiary;(c)sales, exchanges and transfers consisting of Investments permitted by Section 6.05;(d)sales, exchanges and transfers of inventory in the ordinary course of business;(e)sales, exchanges and transfers of equipment and other property which is replaced byequipment or property of at least comparable value and use or which is discontinued, obsolete, wornout or no longer used or useful to such Person’s business, all in the ordinary course of business;(f)sales, exchanges and transfers of chattel paper to third parties pursuant to arm’s-lengthtransaction for fair value in the ordinary course of business;(g)leases entered into by any Obligor with any Restricted Subsidiary that is not an Obligor tolease assets to such Restricted Subsidiary that is not an Obligor so long as (i) the fair85  market value of the assets leased under this clause (g) shall not exceed $80,000,000 at any time and (ii)such leases are at prices and on terms and conditions not less favorable to such Obligor than could beobtained on an arm’s-length basis from unrelated third parties; and(h)leases or financing contracts entered into with third parties to lease or finance such thirdparties’ purchase of ATM Equipment.Section 6.05 Investments. None of the Obligors or any Restricted Subsidiary will make anInvestment in any other Person, except:(a)Permitted Investments;(b)Business Acquisitions permitted by Section 6.11;(c)Investments existing as of the Third Amendment Effective Date and listed on Schedule6.05;(d)Investments by an Obligor in another Obligor;(e)Investments by any Obligor in any Restricted Subsidiary that is not an Obligor; providedthat the aggregate amount of Investments (valued as of the date the applicable Investment was made)outstanding pursuant to this clause (e) shall not exceed $75,000,000 at any time when combined withamounts outstanding under Section 6.01(d)(iv), without duplication;(f)Investments arising out of loans and advances for expenses, travel per diem and similar itemsin the ordinary course of business to directors, officers and employees in an aggregate amount not toexceed $2,000,000 at any time;(g)shares of stock, obligations or other securities received in the settlement of claims arising inthe ordinary course of business;(h)Investments by any Restricted Subsidiary that is not an Obligor in (i) any Obligor or (ii) anyother Restricted Subsidiary that is not an Obligor;(i)Investments not otherwise permitted under this Section 6.05 in an aggregate amount not toexceed $30,000,000 at any time;(j)Guarantees permitted by Section 6.01; and(k)Investments by any Obligor in any Finco Entity; provided that, substantiallycontemporaneously with such Investment, substantially all of the proceeds of such Investment areloaned, transferred, distributed to, or invested in, one or more Obligors.Section 6.06 Swap Agreements. None of the Obligors nor any Restricted Subsidiary willenter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or manage theinterest rate exposure associated86  with vault cash procurement, any debt securities, debt facilities or leases (existed or forecasted) of theParent or any Restricted Subsidiary, (b) any Permitted Bond Hedge Transaction(s), (c) any PermittedWarrant Transaction(s), (d) Swap Agreements for foreign exchange or currency exchange managementor (e) Swap Agreements to hedge or manage any exposure that the Parent or any Restricted Subsidiarymay have to counterparties under other Swap Agreements such that, in each case, such SwapAgreements are entered into in the ordinary course of business and the combination of such SwapAgreements, taken as a whole, is for risk management purposes and not speculative.Section 6.07 Restricted Payments. None of the Obligors nor any Restricted Subsidiary willdeclare or make, or agree to pay or make, any Restricted Payment, except:(a)(i) Restricted Payments by the Parent in any amount so long as at the time of such RestrictedPayment, and after giving pro forma effect thereto, (A) no Event of Default exists and (B) the TotalNet Leverage Ratio is less than 3.0 to 1.0 and (ii) Restricted Payments by the Parent up to an aggregateamount of $30,000,000 in any fiscal year if at the time of such Restricted Payment, and after giving proforma effect thereto, (A) no Event of Default exists and (B) the Total Net Leverage Ratio is greaterthan 3.0 to 1.0, but less than 4.0 to 1.0;(b)dividends or distributions on Equity Interests of Restricted Subsidiaries ratably with respectto such Equity Interests;(c)payments of dividends and distributions made with shares or units of capital stock of theParent;(d)redemptions of capital stock of employees, directors or officers of the Parent or any of itsSubsidiaries so long as (i) the amount of such redemption, when combined with all other redemptionsmade under this clause (d) in the same calendar year, does not exceed $20,000,000 and (ii) the Parentdemonstrates pro forma compliance with Sections 6.16, 6.17 and 6.18;(e)the payment by or on behalf of the Company of the purchase price for any Permitted BondHedge Transaction(s);(f)the receipt of cash and/shares of common stock of the Parent upon exercise and settlement ortermination of any Permitted Bond Hedge Transaction(s);(g)the payment and/or delivery of cash or common stock of the Parent, as the case may be, byor on behalf of the Company upon exercise and settlement, termination or redemption of any PermittedWarrant Transaction(s);(h)the payment and/or delivery of cash or common stock of the Parent, as the case may be, byor on behalf of the Company in satisfaction of the Company’s obligations in respect of the ConvertibleSenior Notes whether upon conversion of such securities, upon a fundamental change (or similar event,however so defined by the terms of such securities), upon repurchase of such securities, at maturity ofsuch securities or otherwise; provided that neither the Parent nor the Company shall satisfy suchobligations with the payment of cash unless, at the time of such87  payment and after giving pro forma effect thereto, (i) no Event of Default shall exist and (ii) if the proforma Total Net Leverage Ratio is greater than 3.0 to 1.0, the sum of Unencumbered Balance SheetCash and unused Commitments shall be at least $75,000,000; and(i)Restricted Payments (other than those contemplated by Section 6.07(b)) made to anyObligor or made by any Restricted Subsidiary that is not an Obligor to any other Restricted Subsidiarythat is not an Obligor.Section 6.08 Prepayments of Indebtedness. The Obligors will not voluntarily prepay orredeem any Indebtedness, except:(a)prepayments of Indebtedness created under the Loan Documents in accordance with thisAgreement;(b)refinancings of Permitted Indebtedness to the extent such refinancing is permitted bySection 6.01 of this Agreement;(c)the payment of secured Indebtedness that becomes due as a result of the voluntary sale ortransfer of the property or assets securing such Indebtedness to the extent such sale or transfer ispermitted by this Agreement;(d)voluntary prepayments and redemptions made with shares of capital stock of the Parent andproceeds of offerings of capital stock of the Parent; (e)voluntary prepayments and redemptions constituting calls, tenders or open market purchasesof the Existing Senior Notes with an aggregate par value not to exceed $200,000,000;(f)voluntary prepayments of Indebtedness permitted by Section 6.01(d); and(g)voluntary prepayments and redemptions, other than those made under the other clauses ofthis Section, so long as at the time of such prepayment or redemption and after giving pro forma effectthereto, no Event of Default shall exist and the Senior Secured Net Leverage Ratio shall not exceed 2.0to 1.0.For the avoidance of doubt, neither of the payment of cash nor the delivery of common stock by or onbehalf of the Company or the Parent, as the case may be, upon conversion of the Convertible SeniorNotes shall be prohibited by this Section 6.08, so long as, in the case of the payment of cash, theapplicable conditions set forth in Section 6.07(h) are satisfied.Section 6.09 Transactions with Affiliates. None of the Obligors nor any RestrictedSubsidiary will sell, lease or otherwise transfer any property or assets to, or purchase, lease orotherwise acquire any property or assets from, or otherwise engage in any other transactions with anyof its Affiliates, except (a) at prices and on terms and conditions not less favorable to such Obligor orsuch Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,(b) any Restricted Payment permitted by Section 6.07, (c) any transaction between or among Obligors,(d) any transaction88  between or among Restricted Subsidiaries that are not Obligors and (e) Investments permitted bySection 6.05.Section 6.10 Restrictive Agreements. None of the Obligors nor any Restricted Subsidiarywill, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement thatprohibits, restricts or imposes any condition upon (a) the ability of any Obligor or any RestrictedSubsidiary to create, incur or permit to exist any Lien securing the Obligations under the LoanDocuments upon any of its property or assets, (b) the ability of any Guarantor or any RestrictedSubsidiary to pay dividends or other distributions with respect to any shares of its capital stock, (c) theability of any Obligor or any Restricted Subsidiary to make or repay loans or advances to any Obligoror (d) the ability of any Obligor to guarantee the Obligations; provided that (i) the foregoing shall notapply to restrictions and conditions imposed by Law or by this Agreement, (ii) the foregoing shall notapply to restrictions and conditions existing on the Third Amendment Effective Date and identified onSchedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modificationexpanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply tocustomary restrictions and conditions contained in agreements relating to the sale of a Subsidiarypending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to besold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictionsor conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement,including, without limitation, secured Indebtedness permitted by Section 6.01(e), provided that suchrestrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting theassignment thereof or encumbrances on the property that is the subject thereof.Section 6.11 Business Acquisitions. None of the Obligors nor any Restricted Subsidiarywill make any Business Acquisitions except that an Obligor or any Restricted Subsidiary shall bepermitted to make Business Acquisitions provided that (a) no Event of Default shall exist before orimmediately after giving effect to such Business Acquisition, (b) if the Total Net Leverage Ratio at thetime of such Business Acquisition, and after giving pro forma effect thereto, is equal to or greater than3.50 to 1.0, the Excess Business Acquisition Consideration (as hereinafter defined) shall not exceed$100,000,000, (c) the Parent shall be in pro forma compliance with Sections 6.16, 6.17 and 6.18 and(d) if the cash consideration for such Business Acquisition is equal to or greater than $50,000,000 (orthe equivalent amount thereof in any foreign currency), the Parent shall have given the AdministrativeAgent at least ten (10) days prior written notice of such Business Acquisition together with an officer’scertificate executed by a Financial Officer, certifying as to compliance with the requirements of thisSection and containing calculations demonstrating compliance with clauses (b), to the extentapplicable, and (c) of this Section, together with such other information in respect of the proposedBusiness Acquisition as may be reasonably requested by the Administrative Agent; provided that theproceeds received by an Obligor from unrelated third parties pursuant to Asset Sales permitted underSection 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit orline of business of the Parent or any Restricted Subsidiary shall be netted against the Excess BusinessAcquisition Consideration for89  purposes of the calculations under clause (b) above. The consummation of each Business Acquisitionshall be deemed to be a representation and warranty by the Parent that all conditions thereto have beensatisfied and that same is permitted under the terms of this Agreement, which representation andwarranty shall be deemed to be a representation and warranty for all purposes hereunder. For purposesof this Section 6.11, the term “Excess Business Acquisition Consideration” shall mean, during theperiod commencing on the Third Amendment Effective Date through the termination of thisAgreement, the aggregate amount of that portion of the consideration (excluding any Equity Interests)for each Business Acquisition that causes the Total Net Leverage Ratio at the time of such BusinessAcquisition, and after giving pro forma effect thereto, to be equal to or greater than 3.50 to 1.0. For theavoidance of doubt, the portion of such consideration that can be incurred without causing the proforma Total Net Leverage Ratio to be equal to or greater than 3.50 to 1.0 shall not be included in thecalculation of Excess Business Acquisition Consideration.Section 6.12 Constitutive Documents. None of the Obligors nor any Restricted Subsidiarywill amend its charter or by-laws or other constitutive documents in any manner which couldreasonably be expected to have a Material Adverse Effect on the rights of the Lenders under thisAgreement or their ability to enforce the same; provided, however, the Obligors or any RestrictedSubsidiary shall be permitted after the date hereof to amend its constitutive documents for the purposeof (a) changing its jurisdiction of organization within the same country so long as the AdministrativeAgent is given thirty (30) Business Days prior written notice of such change and (b) effecting anytransaction permitted under the terms of this Agreement.Section 6.13 Capital Expenditures. None of the Obligors nor any Restricted Subsidiarywill make any Capital Expenditures; provided that an Obligor or any Restricted Subsidiary shall bepermitted to make Capital Expenditures so long as at the time of, and after giving pro forma effect to,such Capital Expenditure, the Parent is in compliance with Section 6.18.Section 6.14 Amendment of Existing Indebtedness. The Obligors will not amend anyterm of any document evidencing Existing Indebtedness, if (a) the effect thereof would be to shortenthe maturity or average life thereof or increase the amount of any payment of principal thereof orincrease the rate or shorten any period for payment of interest thereon or (b) such action would add anycovenant or event of default which is more onerous in any material respect than those contained thereinon the Third Amendment Effective Date, provided that the foregoing shall not prohibit (i) the executionof supplemental indentures associated with the incurrence of additional Existing Senior Notes to theextent permitted by Section 6.01 or (ii) the execution of supplemental indentures to add guarantors ifrequired by the terms of the Senior Note Indenture provided the relevant Borrower and such Personcomply with Section 5.09. Section 6.15 Changes in Fiscal Year. The Parent shall not change the end of its fiscal yearto a date other than December 31 of each year.Section 6.16 Senior Secured Net Leverage Ratio. The Parent shall not, as of the last dayof any fiscal quarter, permit the Senior Secured Net Leverage Ratio to exceed 2.25 to 1.0.90  Section 6.17 Total Net Leverage Ratio. The Parent shall not, as of the last day of any fiscalquarter, permit the Total Net Leverage Ratio to exceed 4.0 to 1.0.Section 6.18 Fixed Charge Coverage Ratio. The Parent shall not, as of the last day of anyfiscal quarter, permit the Fixed Charge Coverage Ratio to be less than 1.50 to 1.0.ARTICLE VIIEvents of Default and RemediesSection 7.01 Events of Default. If any of the following events (“Events of Default”) shalloccur:(a)any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation inrespect of any LC Disbursement when and as the same shall become due and payable, whether at thedue date thereof or at a date fixed for prepayment thereof or otherwise;(b)any Borrower shall fail to pay any interest on any Loan or any fee or other amount (otherthan an amount referred to in clause (a) of this Section 7.01) payable under this Agreement or theother Loan Documents which amount has been invoiced, when and as the same shall become due andpayable, and such failure shall continue unremedied for a period of five Business Days;(c)any representation or warranty made or deemed made by or on behalf of any Borrower orany Restricted Subsidiary in or in connection with this Agreement, any Loan Document or anyamendment or modification hereof or waiver hereunder, or in any report, certificate, financial statementor other document furnished pursuant to or in connection with this Agreement or any amendment ormodification hereof or waiver hereunder, shall prove to have been incorrect when made or deemedmade in any material respect;(d)any Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant,condition or agreement contained in Section 5.02, 5.03 (with respect to any Borrower’s existence),5.08 or in Article VI;(e)any Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant,condition or agreement contained in this Agreement (other than those specified in clauses (a), (b) or (d)of this Article) or in any other Loan Document, and such failure shall continue unremedied for a periodof 30 days following the earlier of (i) the date on which such failure first became known to anyFinancial Officer or (ii) notice of such failure from the Administrative Agent;(f)any Borrower or any Restricted Subsidiary shall fail to make any payment (whether ofprincipal or interest and regardless of amount) in respect of any Material Indebtedness, when and as thesame shall become due and payable, and such failure shall continue unremedied for a period of fiveBusiness Days;(g)any event or condition occurs (i) that results in any Material Indebtedness becoming dueprior to its scheduled maturity or (ii) that requires the prepayment, repurchase, redemption ordefeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to(A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the91  property or assets securing such Indebtedness, (B) the occurrence of a fundamental change (or similarevent, however so defined) as such term is defined in the Convertible Senior Notes or the exercise ofany put right in connection with such fundamental change by holders of the Convertible Senior Notes,(C) the occurrence of any event or condition that permits the conversion, whether into cash, shares ofParent common stock, or a combination thereof, of the Convertible Senior Notes and (D) anyconversion, whether into cash (subject to Section 6.07(h)), shares of Parent common stock, or acombination thereof, of the Convertible Senior Notes by the holders thereof;(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filedseeking (i) liquidation, reorganization or other relief in respect of any Borrower or any RestrictedSubsidiary or their debts, or of a substantial part of their assets, under any Federal, state or foreignbankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment ofa receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or anyRestricted Subsidiary or for a substantial part of any of their assets, and, in any such case, suchproceeding or petition shall continue undismissed for 60 days or an order or decree approving orordering any of the foregoing shall be entered;(i)any Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding orfile any petition seeking liquidation, reorganization or other relief under any Federal, state or foreignbankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to theinstitution of, or fail to contest in a timely and appropriate manner, any proceeding or petition describedin clause (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee,custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary orfor a substantial part of any of their assets, (iv) file an answer admitting the material allegations of apetition filed against it in any such proceeding, (v) make a general assignment for the benefit ofcreditors or (vi) take any action for the purpose of effecting any of the foregoing;(j)any Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability,or fail generally to pay its debts as they become due;(k)one or more judgments for the payment of money that is not covered by insurance in anaggregate amount in excess of $20,000,000 (or the equivalent amount thereof in any foreign currency)shall be rendered against any Borrower or any Restricted Subsidiary or any combination thereof andthe same shall remain undischarged or unstayed for a period of 60 consecutive days during whichexecution shall not be effectively stayed, or any attachment or levy shall be entered upon any assets ofsuch Borrower or such Restricted Subsidiary to enforce any such judgment;(l)an ERISA Event shall have occurred that, when taken together with all other ERISA Eventsthat have occurred and are continuing, could reasonably be expected to result in a Material AdverseEffect;(m)a proceeding shall be commenced by any Borrower or any Restricted Subsidiary seeking toestablish the invalidity or unenforceability of any Loan Document (exclusive of questions ofinterpretation thereof), or any Obligor shall repudiate or deny that it has any liability or obligation forthe payment of principal or interest or other obligations purported to be created under any LoanDocument;92  (n)any Lien created by any of the Security Documents shall at any time fail to constitute a validand (to the extent required by the Security Documents or as otherwise permitted under this Agreement)perfected Lien on any material portion of the Collateral purported to be subject thereto, securing theobligations purported to be secured thereby, with the priority required by the Loan Documents, or anyObligor shall so assert in writing, in each case other than as a result of action or inaction of theAdministrative Agent or any Lender; or(o)a Change in Control occurs;then, and in every such event (other than an event with respect to any Borrower described inclause (h) or (i) of this Section 7.01), and at any time thereafter during the continuance of such event,the Administrative Agent may, and at the request of the Majority Lenders shall, by notice to the Parent,take any or all of the following actions, at the same or different times: (i) terminate the Commitments,and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding tobe due and payable in whole (or in part, in which case any principal not so declared to be due andpayable may thereafter be declared to be due and payable), and thereupon the principal of the Loans sodeclared to be due and payable, together with accrued interest thereon and all fees and otherObligations of the Borrowers accrued hereunder, shall become due and payable immediately, withoutpresentment, demand, protest or other notice of any kind, all of which are hereby waived by eachBorrower; and in case of any event with respect to any Borrower described in clause (h) or (i) of thisSection 7.01, the Commitments shall automatically terminate and the principal of the Loans thenoutstanding, together with accrued interest thereon and all fees and other Obligations of the Borrowersaccrued hereunder, shall automatically become due and payable, without presentment, demand, protestnotice of acceleration or the intent to accelerate or any other notice of any kind, all of which are herebywaived by each Borrower, (iii) increase the rate charged on all Loans to the Default Rate (after theacceleration thereof), and (iv) exercise any or all of the remedies available to it under any of the LoanDocuments, at Law or in equity (including, without limitation, conducting a foreclosure sale of any ofthe Collateral).Section 7.02 Cash Collateral. In addition to the remedies contained in Section 7.01, uponthe occurrence and continuance of any Event of Default, each Borrower shall pay to the AdministrativeAgent in such amounts and at such times as contemplated by Section 2.05(j).ARTICLE VIIIThe Administrative AgentEach of the Lenders and the Issuing Lender hereby irrevocably appoints the AdministrativeAgent as its agent and authorizes the Administrative Agent to take such actions on its behalf and toexercise such powers as are delegated to the Administrative Agent by the terms hereof, together withsuch actions and powers as are reasonably incidental thereto.The Lender serving as the Administrative Agent hereunder shall have the same rights andpowers in its capacity as a Lender as any other Lender and may exercise the same as though it were notthe Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money toand generally engage in any kind of business with the Parent or other Affiliate thereof as if it were notthe Administrative Agent hereunder.93  The Administrative Agent shall not have any duties or obligations except those expressly setforth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) theAdministrative Agent shall not be subject to any fiduciary or other implied duties, regardless ofwhether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agentshall not have any duty to take any discretionary action or exercise any discretionary powers, exceptdiscretionary rights and powers expressly contemplated hereby that the Administrative Agent isrequired to exercise in writing as directed by the Majority Lenders (or such other number or percentageof the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c)except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, andshall not be liable for the failure to disclose, any information relating to the Parent or any of itsSubsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates inany capacity. The Administrative Agent shall not be liable for any action taken or not taken by it withthe consent or at the request of the Majority Lenders (or such other number or percentage of theLenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absenceof its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not tohave knowledge of any Default or Event of Default unless and until written notice thereof is given tothe Administrative Agent by the Parent or a Lender, and the Administrative Agent shall not beresponsible for or have any duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with this Agreement, (ii) the contents of any certificate, reportor other document delivered hereunder or in connection herewith, (iii) the performance or observanceof any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity,enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument ordocument, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other thanto confirm receipt of items expressly required to be delivered to the Administrative Agent.The Administrative Agent shall be entitled to rely upon, and shall not incur any liability forrelying upon, any notice, request, certificate, consent, statement, instrument, document or other writingbelieved by it to be genuine and to have been signed or sent by the proper Person. The AdministrativeAgent also may rely upon any statement made to it orally or by telephone and believed by it to be madeby the proper Person, and shall not incur any liability for relying thereon. The Administrative Agentmay consult with legal counsel (who may be counsel for the Borrowers), independent accountants andother experts selected by it, and shall not be liable for any action taken or not taken by it in accordancewith the advice of any such counsel, accountants or experts.The Administrative Agent may perform any and all its duties and exercise its rights and powersby or through any one or more sub-agents appointed by the Administrative Agent. The AdministrativeAgent and any such sub-agent may perform any and all its duties and exercise its rights and powersthrough their respective Related Parties. The exculpatory provisions of the preceding paragraphs shallapply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the creditfacilities provided for herein as well as activities as Administrative Agent.Subject to the appointment and acceptance of a successor Administrative Agent as provided inthis paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the IssuingLender and the Parent. Upon any such resignation, the Majority Lenders shall94  have the right, with the approval of Parent, which shall not be unreasonably withheld, conditioned ordelayed, and shall not be required during the existence of an Event of Default, to appoint asuccessor. If no successor shall have been so appointed by the Majority Lenders and shall haveaccepted such appointment within 30 days after the retiring Administrative Agent gives notice of itsresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the IssuingLender, appoint a successor Administrative Agent which shall be a bank with an office in Houston,Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as AdministrativeAgent hereunder by a successor, such successor shall succeed to and become vested with all the rights,powers, privileges and duties of the retiring Administrative Agent, and the retiring AdministrativeAgent shall be discharged from its duties and obligations hereunder. The fees payable by or on behalfof the Parent to a successor Administrative Agent shall be the same as those payable to its predecessorunless otherwise agreed between the Parent and such successor. After the Administrative Agent’sresignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for thebenefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties inrespect of any actions taken or omitted to be taken by any of them while it was acting as AdministrativeAgent.Each Lender acknowledges that it has, independently and without reliance upon theAdministrative Agent or any other Lender and based on such documents and information as it hasdeemed appropriate, made its own credit analysis and decision to enter into this Agreement. EachLender also acknowledges that it will, independently and without reliance upon the AdministrativeAgent or any other Lender and based on such documents and information as it shall from time to timedeem appropriate, continue to make its own decisions in taking or not taking action under or basedupon this Agreement, any related agreement or any document furnished hereunder or thereunder.ARTICLE IXGuaranteeSection 9.01 The Guarantee. (a)Each Credit Facility Guarantor hereby jointly and severally with each other Credit FacilityGuarantor unconditionally and irrevocably guarantees the full and punctual payment when due(whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on eachLoan, and the full and punctual payment of all other Obligations. Upon failure by any Borrower, anyGuarantor or any Restricted Subsidiary to pay punctually any Obligations, each Credit FacilityGuarantor shall forthwith on demand pay the amount not so paid at the place and in the mannerspecified in this Agreement, the other Loan Documents or such other documents evidencing theObligations. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders norany other Person to whom such Obligations are owed shall be required to exhaust any right or remedyor take any action against the Borrowers, the Guarantors or any other Person or any Collateral. EachCredit Facility Guarantor agrees that, as between the Credit Facility Guarantors and the Lenders andany other Person to whom such Obligations are owed, such Obligations may be declared to be due andpayable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibitionwhich may prevent, delay or vitiate any declaration as regards any Borrower and that in the event of adeclaration or attempted declaration,95  such Obligations shall immediately become due and payable by each Credit Facility Guarantor for thepurposes of this Guaranty.(b)Each CFC Guarantor hereby jointly and severally with each other CFC Guarantorunconditionally and irrevocably guarantees the full and punctual payment when due (whether at statedmaturity, upon acceleration or otherwise) of the principal of and interest on each Loan made to a CFCBorrower, and the full and punctual payment of all other Obligations of any CFC Borrower, any otherCFC Guarantor and any other Restricted Subsidiary that is a CFC Subsidiary; provided that no CFCSubsidiary shall guarantee any Obligations of any Person that is (i) a U.S. Person or (ii) owned by aU.S. Person and classified as a partnership or disregarded entity, in each case for U.S. federal incometax purposes. Upon failure by any CFC Borrower, any CFC Guarantor or any Restricted Subsidiarythat is a CFC Subsidiary to pay punctually any such Obligations, each CFC Guarantor shall forthwithon demand pay the amount not so paid at the place and in the manner specified in this Agreement, theother Loan Documents or such other documents evidencing the Obligations; provided that no CFCSubsidiary shall be required to pay any Obligations of any Person that is (i) a U.S. Person or (ii) ownedby a U.S. Person and classified as a partnership or disregarded entity, in each case for U.S. federalincome tax purposes. This Guarantee is a guaranty of payment and not of collection. Neither theLenders nor any other Person to whom such Obligations are owed shall be required to exhaust anyright or remedy or take any action against the CFC Borrowers, the Guarantors or any other Person orany Collateral. Each CFC Guarantor agrees that, as between the CFC Guarantors and the Lenders andany other Person to whom such Obligations are owed, such Obligations may be declared to be due andpayable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibitionwhich may prevent, delay or vitiate any declaration as regards any CFC Borrower and that in the eventof a declaration or attempted declaration, such Obligations shall immediately become due and payableby each CFC Guarantor for the purposes of this Guarantee; provided that no CFC Subsidiary shall berequired to pay any Obligations of any Person that is (i) a U.S. Person or (ii) owned by a U.S. Personand classified as a partnership or disregarded entity, in each case for U.S. federal income taxpurposes.Section 9.02 Guaranty Unconditional. The obligations of each Guarantor hereunder shallbe unconditional and absolute and, without limiting the generality of the foregoing, shall not bereleased, discharged or otherwise affected by:(a)any extension, renewal, settlement, compromise, waiver or release in respect of anyObligations, by operation of law or otherwise other than the full payment thereof;(b)any modification, amendment or waiver of or supplement to the Loan Documents, anyLender Swap Agreements or any other document evidencing the Obligations;(c)any release, impairment, non-perfection or invalidity of any direct or indirect security for anyObligations;(d)any change in the corporate existence, structure or ownership of any Borrower or any otherGuarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similarproceeding affecting any Borrower, any other Guarantor, any Restricted Subsidiary or their respectiveassets or any resulting release or discharge of any Obligation;96  (e)the existence of any claim, set-off or other rights which the Guarantor may have at any timeagainst any Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, anyLender or any other Person, whether in connection herewith or any unrelated transactions, providedthat nothing herein shall prevent the assertion of any such claim by separate suit or compulsorycounterclaim;(f)any invalidity or unenforceability relating to or against any Borrower, any other Guarantor orany Restricted Subsidiary for any reason of the Loan Documents, any Lender Swap Agreement, anyother document evidencing the Obligations or any provision of applicable law or regulation purportingto prohibit the payment by any Borrower or any other Guarantor or any Restricted Subsidiary of theprincipal of or interest on any Loan or any other amount payable by any Borrower or any otherGuarantor or any Restricted Subsidiary in respect of the Obligations; or(g)any other act or omission to act or delay of any kind by any Borrower, any other Guarantor,any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any othercircumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal orequitable discharge of the Guarantor’s obligations hereunder.Furthermore, notwithstanding that a Borrower may not be obligated to the AdministrativeAgent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with,any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions ofthe federal bankruptcy law or otherwise, Obligations for which the Guarantors shallbe obligated shall include interest accruing on the Obligations at the Default Rate from and after thedate on which any Borrower files for protection under the federal bankruptcy laws or from and afterthe date on which an involuntary proceeding is filed against any Borrower under the federalbankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’fees and expenses incurred by the Administrative Agent, the Lenders and each other Person to whomthe Obligations are owed from and after the Petition Date in connection with the Obligations.Section 9.03 Discharge Only upon Payment in Full; Reinstatement In CertainCircumstances. Each Guarantor’s obligations hereunder shall remain in full force and effect until(a) all Obligations shall have been paid in full (other than indemnity obligations which survive but arenot yet due and payable), (b) all Commitments shall have expired or been terminated and (c) the LCExposure has been reduced to zero or fully cash collateralized as provided in this Agreement, except,in each case, to the extent any Subsidiary has been released from its obligations as a Guarantorhereunder pursuant to Section 5.09(g) or Section 9.08. If at any time any payment of the principal ofor interest on any Loan or any other amount payable by the Obligors under the Loan Documents orotherwise in respect of the Obligations is rescinded or must be otherwise restored or returned upon theinsolvency, bankruptcy or reorganization of any Obligor or otherwise, each Guarantor’s obligationshereunder with respect to such payment shall be reinstated at such time as though such payment hadbeen due but not made at such time. The Credit Facility Guarantors jointly and severally agree toindemnify each Lender and the CFC Guarantors jointly and severally agree to indemnify eachLender with respect to payments of Obligations of the CFC Borrowers and CFC Guarantors, ineach case, on demand for all reasonable costs and expenses (including reasonable fees ofcounsel) incurred by such Lender in connection97  with such rescission or restoration, including any such costs and expenses incurred in defendingagainst any claim alleging that such payment constituted a preference, fraudulent transfer orsimilar payment under any bankruptcy, insolvency or similar law, other than any costs orexpenses resulting from the bad faith, gross negligence or willful misconduct of such Lender; provided that no CFC Guarantor shall be required to pay any Obligations of, or any costs orexpenses related to, any Person that is (i) a U.S. Person or (ii) owned by a U.S. Person andclassified as a partnership or disregarded entity, in each case for U.S. federal income taxpurposes.Section 9.04 Waiver by Each Guarantor. Each Guarantor irrevocably waives acceptancehereof, diligence, presentment, demand, protest notice of acceleration or the intent to accelerate and anyother notice not provided for in this Article other than to the extent expressly provided for in favor ofthe Guarantors in any of the Loan Documents, as well as any requirement that at any time any actionbe taken by any Person against any Borrower or any other Guarantor or any other Person.Section 9.05 Subrogation. Each Guarantor shall be subrogated to all rights of the Lenders,the Administrative Agent and the holders of the Loans and other Obligations against the Borrowers inrespect of any amountspaid by such Guarantor pursuant to the provisions of this Article IX; provided that such Guarantorshall not be entitled to enforce or to receive any payments arising out of or based upon such right ofsubrogation until (a) all Obligations shall have been paid in full (other than indemnity obligationswhich survive but are not yet due and payable), (b) all Commitments shall have expired or beenterminated and (c) the LC Exposure has been reduced to zero or fully cash collateralized as provided inthis Agreement, except, in each case, to the extent any Subsidiary has been released from itsobligations as a Guarantor hereunder pursuant to Section 5.09(g) or Section 9.08. If any amount ispaid to any Guarantor on account of subrogation rights under this Guaranty at any time when theconditions set forth in clauses (a), (b) and (c) of the foregoing sentence have not been satisfied, theamount shall be held in trust for the benefit of the Lenders and the other Persons to whom theObligations are owed and shall be promptly paid to the Administrative Agent to be credited andapplied to the Obligations, whether matured or unmatured or absolute or contingent, in accordancewith the terms of this Agreement.Section 9.06 Stay of Acceleration.(a)If acceleration of the time for payment of any amount payable by any Obligor under theLoan Documents is stayed upon insolvency, bankruptcy or reorganization of any Borrower, all suchamounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless bepayable by each Credit Facility Guarantor hereunder forthwith on demand by the Administrative Agentmade at the request of the requisite proportion of the Lenders specified in Article X of thisAgreement.(b)If acceleration of the time for payment of any amount payable by any CFC Borrower or anyother CFC Guarantor under the Loan Documents is stayed upon insolvency, bankruptcy orreorganization of any CFC Borrower, all such amounts otherwise subject to acceleration under theterms of this Agreement shall nonetheless be payable by each CFC98  Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of therequisite proportion of the Lenders specified in Article X of this Agreement.Section 9.07 Limit of Liability. The obligations of each Guarantor hereunder shall belimited to an aggregate amount equal to the largest amount that would not render its obligationshereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or anycomparable provisions of any applicable state law.Section 9.08 Release upon Sale. Upon any sale of any Guarantor permitted by thisAgreement, (a) such Guarantor shall be released from its obligations as a Guarantor hereunder, (b) allLiens granted by such Guarantor to secure its Guarantee shall automatically be terminated and releasedand (c) the Administrative Agent will, at the expense of the Parent, execute and deliver suchdocuments as are reasonably necessary to evidence said releases and terminations, following writtenrequest from the Parent and receipt by the Administrative Agent of a certificate from a FinancialOfficer certifying that no Default or Event of Default exists. Section 9.09 Benefit to Guarantor. Each Guarantor acknowledges that the Loans and otherextensions of credit made to the Borrowers may be, in part, re-loaned to, or used for the benefit of,such Guarantor and its Affiliates, that each Guarantor, because of the utilization of the proceeds of theLoans and such other extensions of credit, will receive a direct benefit from the Loans and such otherextensions of credit and that, without the Loans and such other extensions of credit, such Guarantorwould not be able to continue its operations and carry on its business as presently conducted.Section 9.10 Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) herebyjointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds orother support as may be needed from time to time by each other Obligor to honor all of its obligationsunder the Guarantees in respect of Swap Obligations (provided, however, that each Qualified ECPGuarantor shall only be liable under this Section 9.10 for the maximum amount of such liability thatcan be hereby incurred without rendering its obligations under this Section 9.10, or otherwise under theGuarantees, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, andnot for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shallremain in full force and effect until termination of the Guarantees as described in Section 9.03hereof. Each Qualified ECP Guarantor intends that this Section 9.10 constitute, and this Section 9.10shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each otherObligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein,“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Obligor that has totalassets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interestbecomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligiblecontract participant” under the Commodity Exchange Act or any regulations promulgated thereunderand can cause another Person to qualify as an “eligible contract participant” at such time by enteringinto a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding theforegoing, no CFC Subsidiary shall be required to provide such funds or other support under thisSection 9.10 with respect to obligations of any Person that is (i) a U.S. Person or (ii) owned by a U.S.Person and classified as a partnership or disregarded entity, in each case for U.S. federal income taxpurposes.99  ARTICLE XMiscellaneousSection 10.01 Notices.(a)Except in the case of notices and other communications expressly permitted to be given bytelephone (and subject to paragraph (b) below), all notices and other communications provided forherein shall be in writing and shall be delivered by hand or overnight courier service, mailed bycertified or registered mail or sent by telecopy, as follows:(i)if to the Parent or any other Obligor, to:3250 Briarpark Drive, Suite 400Houston, Texas 77042Attention: Doug NaeveTelecopy No.: (832) 308-4750Telephone No. (for confirmation): (832) 308-4210andTrident PlaceFirst Floor, Building 4Mosquito WayHatfield, Hertfordshire AL10 9UL.Attention: Jana HileTelecopy No.:Telephone No. (for confirmation): +441707248803with a copy to:Baker & McKenzie LLP700 Louisiana, Suite 3000Houston, Texas 77002Attention: William D. Davis, IITelecopy No.: (713) 427-5078Telephone No. (for confirmation): (713) 427-5099and3250 Briarpark Drive, Suite 400Houston, Texas 77042Attention: General CounselTelecopy No.: (832) 308-4001Telephone No. (for confirmation): (832) 308-4484(ii)if to the Administrative Agent, toJPMorgan Chase Bank, N.A.100  Loan and Agency Service GroupPastell Jenkins10 South Dearborn, Floor L2Chicago, IL 60603-2300Telecopy No: (877) 379-7755Telephone No. (for confirmation): 312-732-2568Email: jpm.agency.servicing.1@jpmchase.com with a copy to:Andrews Kurth LLP600 Travis, Suite 4200Houston, Texas 77002Attention: Callie ParkerTelecopy No.: (713) 238-7272Telephone No. (for confirmation): (713) 220-3914(iii)if to the Alternative Currency Agent (in the case of a Borrowing in anAlternative Currency (other than Canadian Dollars), toJ.P. Morgan Europe Limited25 Bank StreetCanary WharfLondon E14 5JPAttn: Loans AgencyTelecopy No. 44 207 777 2360Email: loan_and_agency_london@jpmorgan.com (iv)if to the Alternative Currency Agent (in the case of a Borrowing in CanadianDollars), to:JPMorgan Chase Bank, N.A.10 S. Dearborn, Floor L2Chicago, IL 60603Attention: Jessica GallegosTelephone Number: (312) 954-2097Email: CLS.CAD.Chicago@jpmorgan.com(v)if to the Issuing Lender (in the case of Letters of Credit denominated in Dollarsor an Alternative Currency (other than Canadian Dollars), toJPMorgan Chase Bank, N.A.Loan and Agency Service GroupSudeep KalakkarSarjapur Outer Ring Road, Vathur Hobli, Floor 04Bangalore, 560 087, IndiaTelephone No. (for confirmation): 91-80-66766154 ext 66154101  Email: Chicago.lc.agency.closing.team@jpmchase.com(vi)if to the Issuing Lender (in the case of Letters of Credit denominated inCanadian Dollars), toJPMorgan Chase Bank, N.A., Toronto BranchSuite 4500, TD Bank Tower66 Wellington Street WestToronto, ON M5K 1E7Attention: Jennifer McLaughlinTelephone No.: 416-981-2324Telecopy No.: 416-981-2375Email: jennifer.i.mclaughlin@jpmorgan.com (vii)if to the Swingline Lender, toJPMorgan Chase Bank, N.A.Loan and Agency Service GroupPastell Jenkins10 South Dearborn, Floor L2Chicago, IL 60603-2300Telecopy No: (877) 379-7755Telephone No. (for confirmation): 312-732-2568Email: jpm.agency.servicing.1@jpmchase.comwith a copy to the Alternative Currency Agent, in the case of aSwingline Loan in an Alternative Currency.(viii)if to any other Lender, to it at its address (or telecopy number) set forth in itsAdministrative Questionnaire.(b)Notices and other communications to the Lenders hereunder may be delivered or furnishedby electronic communications pursuant to procedures approved by the Administrative Agent; providedthat the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by theAdministrative Agent and the applicable Lender. The Administrative Agent or the Parent may, in itsdiscretion, agree to accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it; provided that approval of such procedures maybe limited to particular notices or communications.(c)Any party hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the other parties hereto. All notices and other communicationsgiven to any party hereto in accordance with the provisions of this Agreement shall be deemed to havebeen given on the date of receipt.Section 10.02 Waivers; Amendments.(a)No failure or delay by the Administrative Agent, the Issuing Lender or any Lender inexercising any right or power hereunder shall operate as a waiver thereof, nor shall any single102  or partial exercise of any such right or power, or any abandonment or discontinuance of steps toenforce such a right or power, preclude any other or further exercise thereof or the exercise of anyother right or power. The rights and remedies of the Administrative Agent, the Issuing Lender and theLenders hereunder are cumulative and are not exclusive of any rights or remedies that they wouldotherwise have. No waiver of any provision of this Agreement or consent to any departure by anyObligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) ofthis Section, and then such waiver or consent shall be effective only in the specific instance and for thepurpose for which given. Without limiting the generality of the foregoing, themaking of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,regardless of whether the Administrative Agent, any Lender or the Issuing Lender may have had noticeor knowledge of such Default at the time.(b)Neither this Agreement nor any provision hereof may be waived, amended or modifiedexcept pursuant to an agreement or agreements in writing entered into by the Borrowers and theMajority Lenders or by the Borrowers and the Administrative Agent with the consent of the MajorityLenders; provided that no such agreement shall (i) increase any Commitment of any Lender withoutthe written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursementor reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consentof each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principalamount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, orreduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expirationof any Commitment, without the written consent of each Lender directly affected thereby, (iv) changeSection 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby,without the written consent of each Lender, (v) change any provisions of Section 2.20 or the definitionof “Defaulting Lender”, without the written consent of the Administrative Agent, the Issuing Lenderand the Swingline Lender (in addition to the Majority Lenders), (vi) change any of the provisions ofthis Section 10.02(b) or the definition of “Majority Lenders” or any other provision hereof specifyingthe number or percentage of Lenders required to waive, amend or modify any rights hereunder or makeany determination or grant any consent hereunder, without the written consent of each Lender, (vii)release all or a material portion of the Collateral without the written consent of each Lender, provided,that nothing herein shall prohibit the Administrative Agent from releasing any Collateral, or require theconsent of the other Lenders for such release, in respect of items sold, leased, transferred or otherwisedisposed of to the extent such transaction is permitted hereunder, or (viii) release all or substantially allof the Guarantees (other than in connection with any transactions permitted by this Agreement) withoutthe written consent of each Lender; provided further that no such agreement shall amend, modify orotherwise affect the rights or duties of the Administrative Agent, the Alternative Currency Agent, theIssuing Lender or the Swingline Lender hereunder without the prior written consent of theAdministrative Agent, the Alternative Currency Agent, the Issuing Lender or the Swingline Lender, asthe case may be.Section 10.03 Expenses; Indemnity; Damage Waiver.(a)The Parent shall pay, or shall cause to be paid, (i) all reasonable out-of-pocket expensesincurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges anddisbursements of counsel and consultants for the Administrative Agent, in connection with thesyndication of the credit facilities provided for herein, due diligence undertaken by the AdministrativeAgent with respect to the financing contemplated by this Agreement, the preparation andadministration of this Agreement103  or any amendments, modifications or waivers of the provisions hereof (whether or not the Transactionscontemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expensesincurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension ofany Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocketexpenses incurred by theAdministrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of oneprimary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, theIssuing Lender or any Lender and all other reasonable out-of-pocket expenses of the AdministrativeAgent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rightsin connection with this Agreement during the existence of a Default or an Event of Default (whether ornot any waiver or forbearance has been granted in respect thereof), including its rights under thisSection, or in connection with the Loans made or Letters of Credit issued hereunder, including all suchreasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respectof such Loans or Letters of Credit.(b)THE PARENT SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THEISSUING LENDER, AND EACH LENDER, AND EACH RELATED PARTY OF ANY OFTHE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN“INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM,ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATEDEXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANYCOUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANYINDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I)THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT ORINSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIESHERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR ANY OTHERTRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OFCREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANYREFUSAL BY THE ISSUING LENDER TO HONOR A DEMAND FOR PAYMENTUNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTIONWITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCHLETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASEOF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OROPERATED BY THE PARENT OR ANY OF ITS SUBSIDIARIES, OR ANYENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE PARENT OR ANYOF ITS SUBSIDIARIES, OR (IV) ANY ACTUAL CLAIM, LITIGATION,INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY ANDREGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO ANDREGARDLESS OF WHETHER SUCH CLAIM, LITIGATION, INVESTIGATION ORPROCEEDING IS BROUGHT BY THE PARENT OR ANY GUARANTOR, THEIRRESPECTIVE EQUITY HOLDERS, THEIR RESPECTIVE AFFILIATES, THEIRRESPECTIVE CREDITORS OR ANY OTHER PERSON; AND WHETHER OR NOTCAUSED BY THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANYINDEMNITEE, PROVIDED FURTHER THAT SUCH INDEMNITY SHALL NOT, AS TOANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES,CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM104  THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THIS SECTION 10.03(b) SHALL NOT APPLY WITH RESPECT TO TAXES OTHERTHAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISINGFROM ANY NON-TAX CLAIM.(c)To the extent that the Parent fails to pay, or fails to cause to be paid, any amount required tobe paid by it to the Administrative Agent, the Issuing Lender or the Swingline Lender under paragraph(a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the IssuingLender or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of thetime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;provided that the unreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense, as the case may be, was incurred by or asserted against the Administrative Agent, the IssuingLender or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro ratashare” shall be determined based upon its share of the sum of the total Revolving Credit Exposure andunused Commitments at the time.(d)To the extent permitted by applicable Law, no party hereto shall assert, and each partyhereto hereby waives, any claim against any other party, on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages) arising out of, inconnection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby,the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.(e)All amounts due under this Section shall be payable no later than ten (10) Business Daysfrom written demand therefor.Section 10.04 Successors and Assigns.(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns permitted hereby (including any Affiliate of theIssuing Lender that issues any Letter of Credit), except that (i) except as expressly set forth in Section5.10(b), no Borrower may assign or otherwise transfer any of its rights or obligations hereunderwithout the prior written consent of each Lender (and any attempted assignment or transfer by anyBorrower without such consent shall be null and void), and (ii) no Lender may assign or otherwisetransfer its rights or obligations hereunder except in accordance with this Section 10.04. Nothing inthis Agreement, expressed or implied, shall be construed to confer upon any Person (other than theparties hereto, their respective successors and assigns permitted hereby (including any Affiliate of theIssuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) ofthis Section) and, to the extent expressly contemplated hereby, the Related Parties of each of theAdministrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy orclaim under or by reason of this Agreement.(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign toone or more assignees all or a portion of its rights and obligations under this Agreement (including allor a portion of its Commitment and the Loans at the time owing to it) with the prior written consent(such consent not to be unreasonably withheld or delayed) of:105  (A)the Parent, provided that no consent of the Parent shall be required foran assignment to an Affiliate of a Lender or if any Event of Default has occurred and iscontinuing; provided further that the Parent shall be deemed to have consented to anysuch assignment unless it shall object thereto by written notice to the AdministrativeAgent within five Business Days after having received written notice thereof; and(B)the Administrative Agent, the Issuing Lender and the SwinglineLender;(ii)Assignments shall be subject to the following additional conditions:(A)except in the case of an assignment to a Lender or an Affiliate of aLender or an assignment of the entire remaining amount of the assigning Lender’sCommitment or Loans, the amount of the Commitment or Loans of the assigningLender subject to each such assignment (determined as of the date the Assignment andAssumption with respect to such assignment is delivered to the Administrative Agent)shall not be less than $5,000,000 and after giving effect to such assignment, theassigning Lender Commitment or Loans shall not be less than $5,000,000 unless eachof the Parent and the Administrative Agent otherwise consent or unless the assignmentis of 100% of the assigning Lender’s Commitment and Loans, provided that no suchconsent of the Parent shall be required if an Event of Default under clause (a), (b), (h) or(i) of Section 7.01 has occurred and is continuing;(B)each partial assignment shall be made as an assignment of aproportionate part of all the assigning Lender’s rights and obligations under thisAgreement;(C)the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment and Assumption, together with a processing andrecordation fee of $3,500;(D)the assignee, if it shall not be a Lender, shall deliver to theAdministrative Agent (1) an Administrative Questionnaire in which the assigneedesignates one or more credit contacts to whom all syndicate-level information (whichmay include material non-public information about the Parent or Guarantors and theirRelated Parties or their respective securities) will be made available and who mayreceive such information in accordance with such assignee’s compliance proceduresand applicable law, including Federal and state securities laws and (2) notice of theNon-Pro Rata Alternative Currencies (if any) in which such assignee has agreed to fundRevolving Loans;(E)prior to any assignment to an assignee that is not a Lender, the Lendermaking such an assignment shall first offer the assignment to the other Lenders whoshall have five (5) Business Days to purchase the assignment on the same terms as areproposed to such non-Lender assignee; and106  (F)no such assignment shall be made to (i) a natural Person (or a holdingcompany, investment vehicle or trust for, or owned or operated for the primary benefitof, a natural Person), (ii) the Parent or any of the Parent’s Affiliates or Subsidiaries or(iii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, uponbecoming a Lender hereunder, would constitute any of the foregoing Persons describedin this clause (iii).(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of thisSection, from and after the effective date specified in each Assignment and Assumption theassignee thereunder shall be a party hereto and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment and Assumption, be released from its obligations under this Agreement (and,in the case of an Assignment and Assumption covering all of the assigning Lender’s rights andobligations under this Agreement, such Lender shall cease to be a party hereto but shallcontinue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Anyassignment or transfer by a Lender of rights or obligations under this Agreement that does notcomply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by suchLender of a participation in such rights and obligations in accordance with paragraph (c) of thisSection.(iv)The Administrative Agent, acting for this purpose as a non-fiduciary agent ofthe Parent, shall maintain at one of its offices a copy of each Assignment and Assumptiondelivered to it and a register for the recordation of the names and addresses of the Lenders, andthe Commitment of, and principal amount (and stated interest) of the Loans and LCDisbursements owing to, each Lender pursuant to the terms hereof from time to time (the“Register”). The entries in the Register shall be conclusive, and the Borrowers, theAdministrative Agent, the Issuing Lender and the Lenders may treat each Person whose nameis recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposesof this Agreement, notwithstanding notice to the contrary. The Register shall be available forinspection by the Parent, the Issuing Lender and any Lender, at any reasonable time and fromtime to time upon reasonable prior notice.(v)Upon its receipt of a duly completed Assignment and Assumption executed byan assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire(unless the assignee shall already be a Lender hereunder), the processing and recordation feereferred to in paragraph (b) of this Section and any written consent to such assignment requiredby paragraph (b) of this Section, the Administrative Agent shall accept such Assignment andAssumption and record the information contained therein in the Register. No assignment shallbe effective for purposes of this Agreement unless it has been recorded in the Register asprovided in this paragraph.(c)(i) Any Lender may, without the consent of, or notice to, the Administrative Agent, theIssuing Lender or the Swingline Lender, sell participations to one or more banks or other entities (a“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement(including all or a portion of its Commitment and the Loans owing to it); provided that (A) suchparticipations must be approved by the Parent so long as no Event of Default has occurred107  and is continuing, such approval not to be unreasonably withheld, (B) such Lender’s obligations underthis Agreement shall remain unchanged, (C) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations, (D) such Lender shall notify the AdministrativeAgent in writing immediately upon any such participation, and (E) the Borrowers, the AdministrativeAgent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with suchLender in connection with such Lender’s rights and obligations under this Agreement. Any agreementor instrument pursuant to which a Lender sells such a participation shall provide that such Lender shallretain the sole right to enforce this Agreement and to approve any amendment, modification or waiverof any provision of this Agreement; provided that such agreement or instrument may provide that suchLender will not, without the consent of the Participant, agree to any amendment, modification orwaiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject toparagraph (c)(ii) of this Section, the Parent agrees that each Participant shall be entitled to the benefitsof Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including therequirements under Sections 2.16(g) and (h) (it being understood that the documentation required underSection 2.16(g) shall be delivered to the participating Lender) to the same extent as if it were a Lenderand had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extentpermitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though itwere a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were aLender.(ii)A Participant shall not be entitled to receive any greater payment under Section2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to theparticipation sold to such Participant. A Participant that would be a Foreign Lender if it were aLender shall not be entitled to the benefits of Section 2.16 unless the Parent is notified of theparticipation sold to such Participant and such Participant agrees, for the benefit of the Parent,to comply with Section 2.16(g) as though it were a Lender.(iii)Each Lender that sells a participation shall, acting solely for this purpose as anon-fiduciary agent of the Parent, maintain a register on which it enters the name and address ofeach Participant and the principal amounts (and stated interest) of each Participant’s interest inthe Loans or other obligations under the Loan Documents (the “Participant Register”); providedthat no Lender shall have any obligation to disclose all or any portion of the Participant Register(including the identity of any Participant or any information relating to a Participant's interest inany commitments, loans, letters of credit or its other obligations under any Loan Document) toany Person except to the extent that such disclosure is necessary to establish that suchcommitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall beconclusive absent manifest error, and such Lender shall treat each Person whose name isrecorded in the Participant Register as the owner of such participation for all purposes of thisAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, theAdministrative Agent (in its capacity as Administrative Agent) shall have no responsibility formaintaining a Participant Register.(d)Any Lender may at any time pledge or assign a security interest in all or any portion of itsrights under this Agreement to secure obligations of such Lender, including without108  limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Sectionshall not apply to any such pledge or assignment of a security interest; provided that no such pledge orassignment of a security interest shall release a Lender from any of its obligations hereunder orsubstitute any such pledgee or assignee for such Lender as a party hereto.Section 10.05 Survival. All covenants, agreements, representations and warranties made bythe Borrowers and each Guarantor herein and in the certificates or other instruments delivered inconnection with or pursuant to this Agreement shall be considered to have been relied upon by theother parties hereto and shall survive the execution and delivery of this Agreement and the making ofany Loans and issuance of any Letters of Credit, regardless of any investigation made by any suchother party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Lender orany Lender may have had notice or knowledge of any Default or incorrect representation or warrantyat the time any credit is extended hereunder, and shall continue in full force and effect as long as theprincipal of or any accrued interest on any Loan or any fee or any other amount payable under thisAgreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as theCommitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 10.03and Article VIII shall survive and remain in full force and effect regardless of the consummation of theTransactions contemplated hereby, the repayment of the Loans, the expiration or termination of theLetters of Credit and the Commitments or the termination of this Agreement or any provision hereof.Section 10.06 Counterparts; Integration; Effectiveness. This Agreement may be executedin counterparts and may be delivered in original or facsimile form (and by different parties hereto ondifferent counterparts), each of which shall constitute an original, but all of which when taken togethershall constitute a single contract. This Agreement, the other Loan Documents and any separate letteragreements with respect to fees payable to the Administrative Agent constitute the entire contractamong the parties relating to the subject matter hereof and supersede any and all previous agreementsand understandings, oral or written, relating to the subject matter hereof. Except as provided in Section4.01, this Agreement shall become effective when it shall have been executed by the AdministrativeAgent and when the Administrative Agent shall have received counterparts hereof which, when takentogether, bear the signatures of each of the other parties hereto, and thereafter shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of anexecuted counterpart of a signature page of this Agreement by telecopy or other electronic transmissionshall be effective as delivery of a manually executed counterpart of this Agreement.Section 10.07 Severability. Any provision of this Agreement held to be invalid, illegal orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchinvalidity, illegality or unenforceability without affecting the validity, legality and enforceability of theremaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shallnot invalidate such provision in any other jurisdiction.Section 10.08 Right of Setoff. Each Lender and each of its Affiliates is hereby authorized atany time that an Event of Default shall have occurred and is continuing, to the fullest extent permittedby law, to set off and apply any and all deposits (general or special, time or demand, provisional orfinal) at any time held and other obligations at any time owing by such Lender or Affiliate to or for thecredit or the account of the Borrowers or any Guarantor against the109  obligations of the Borrowers and each Guarantor now or hereafter existing under this Agreement heldby such Lender, irrespective of whether or not such Lender shall have made any demand under thisAgreement and although such obligations may be unmatured. Notwithstanding the foregoing, noLender or Affiliate thereof shall set off or apply any deposits of a CFC Subsidiary or any otherobligations at any time owing by such Lender or Affiliate to or for the credit of such CFC Subsidiaryon account of any or all of the obligations of any Person that is (i) a U.S. Person or (ii) owned by aU.S. Person and classified as a partnership or disregarded entity, in each case for U.S. federal incometax purposes. The rights of each Lender under this Section are in addition to other rights and remedies(including other rights of setoff) which such Lender may have.Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process.(a)This Agreement and the Loan Documents shall be construed in accordance with andgoverned by the Law of the State of New York without regard to any choice-of-law provisions thatwould require the application of the Law of another jurisdiction provided, to the extent any of theSecurity Documents recite that they are governed by the Law of another jurisdiction, or any action orevent taken thereunder (such as foreclosure of any Collateral) requires application of or compliancewith the Law of another jurisdiction, such provisions and concepts shall be controlling.(b)Each of the Borrowers and the Guarantors hereby irrevocably and unconditionally submits,for itself and its property, to the nonexclusive jurisdiction of the Supreme Courts of the State of NewYork sitting in New York City and of the United States District Court sitting in New York City, andany appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto herebyirrevocably and unconditionally agrees that all claims in respect of any such action or proceeding maybe heard and determined in such New York State Court or, to the extent permitted by law, in suchFederal court. Each of the parties hereto agrees that a final, non-appealable judgment in any suchaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law. Nothing in this Agreement shall affect any rightthat the Administrative Agent, the Issuing Lender or any Lender may otherwise have to bring anyaction or proceeding relating to this Agreement against the Borrowers or Guarantors or their propertiesin the courts of any jurisdiction.(c)Each of the Borrowers and the Guarantors hereby irrevocably and unconditionally waives,to the fullest extent it may legally and effectively do so, any objection which it may now or hereafterhave to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreementin any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocablywaives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenanceof such action or proceeding in any such court.(d)Each party to this Agreement irrevocably consents to service of process in the mannerprovided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party tothis Agreement to serve process in any other manner permitted by law.Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS110  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANYOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCETHE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.Section 10.11 Headings. Article and Section headings and the Table of Contents usedherein are for convenience of reference only, are not part of this Agreement and shall not affect theconstruction of, or be taken into consideration in interpreting, this Agreement.Section 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Lender andthe Lenders agrees to maintain the confidentiality of the Information (as defined below) and use suchInformation solely in connection with the consideration, administration, documentation,implementation, syndication or negotiation of the Transactions, except that Information may bedisclosed (a) to its Related Parties who need to know the Information in order to consider, administer,document, implement, syndicate or negotiate the terms of the Transactions (it being understood that thePersons to whom such disclosure is made will be informed of the confidential nature of suchInformation and instructed to keep such Information confidential), (b) to the extent requested by anyregulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena orsimilar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise ofany remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcementof rights hereunder, (f) subject to an agreement containing provisions substantially the same as those ofthis Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, anyof its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to any Obligor and its obligations under theLoan Documents, (g) with the consent of the Parent or (h) to the extent such Information (i) becomespublicly available other than as a result of a breach of this Section by any party hereto or (ii) becomesavailable to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basisfrom a source other than the Parent, any of its Subsidiaries or any of its Affiliates. Notwithstanding theforegoing, none of the Lenders, the Administrative Agent or the Alternative Currency Agent shall (i)use the Information in connection with the performance by the Administrative Agent of services forother companies or (ii) furnish any Information to other companies. For the purposes of this Section,“Information” means all information received from the Borrowers relating to the Borrowers or theirbusiness, other than any such information that is available to the Administrative Agent, the IssuingLender or any Lender on a non-confidential basis prior to disclosure by the Borrowers, any of theirrespective Subsidiaries, any of its Affiliates or any Related Party of the foregoing. Any Personrequired to maintain the confidentiality of Information as provided in this Section shall be considered tohave complied with its obligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord to its own confidentialinformation. If the Administrative Agent, the Issuing Lender or any Lender is requested or required,by oral questions, interrogatories, requests for information or documents, subpoena, civil investigativedemand or similar process, to disclose any111  or all of the Information, the Administrative Agent, the Issuing Lender or such Lender will provide theParent with prompt notice of such event (to the extent that such notice does not contravene anyapplicable law or similar regulation) so that the Parent may seek a protective order or other appropriateremedy or waive compliance with the applicable provisions of this Agreement by the AdministrativeAgent, the Issuing Lender or such Lender. If the Parent determines to seek such protective order orother remedy, the Administrative Agent, the Issuing Lender or such Lender will cooperate with theBorrower in seeking such protective order or other remedy. NOTWITHSTANDING ANYTHINGTO THE CONTRARY CONTAINED HEREIN, nothing in this Agreement shall (a) restrict theAdministrative Agent, the Issuing Lender or any Lender from providing information to anybank regulatory authority or any other regulatory or governmental authority, including theBoard and its supervisory staff; (b) require or permit the Administrative Agent, the IssuingLender or any Lender to disclose to the Parent that any information will be or was provided tothe Board or any of its supervisory staff; or (c) require or permit the Administrative Agent, theIssuing Lender or any Lender to inform the Parent of a current or upcoming Boardexamination or any nonpublic Board supervisory initiative or action.Section 10.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, ifat any time the interest rate applicable to any Loan or reimbursement obligation, together with all fees,charges and other amounts that are treated as interest on such Loan or reimbursement obligation underapplicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “MaximumRate”) that may be contracted for, charged, taken, received or reserved by the Lender holding suchLoan or reimbursement obligation in accordance with applicable law, the rate of interest payable inrespect of such Loan or reimbursement obligation hereunder, together with all Charges payable inrespect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest andCharges that would have been payable in respect of such Loan or reimbursement obligation but werenot payable as a result of the operation of this Section shall be cumulated and the interest and Chargespayable to such Lender in respect of other Loans, reimbursement obligations or periods shall beincreased (but not above the Maximum Rate therefor) until such cumulated amount, together withinterest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been receivedby such Lender.Section 10.14 USA Patriot Act. Each Lender hereby notifies each Obligor that pursuant tothe requirements of the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26,2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Obligor,which information includes the name and address of the Obligor and other information that will allowsuch Lender to identify the Obligor in accordance with the Act.Section 10.15 Amendment and Restatement. Upon the Effective Date, the Existing CreditAgreement shall be amended, restated and superseded in its entirety by this Agreement. The partieshereto acknowledge and agree that (a) this Agreement, any notes and the other Loan Documentsexecuted and delivered herewith do not constitute a novation or termination of the “Obligations” asdefined in the Existing Credit Agreement as in effect prior to the Effective Date and (b) such“Obligations” are in all respects continuing only with the terms thereof being modified as provided inthis Agreement. 112  Section 10.16 Limitation of Liability of CFC Subsidiaries. Notwithstanding anything tothe contrary in this Agreement or any other Loan Document, it is the express intent of the parties underthis Agreement that (a) no CFC Subsidiary shall be treated as a pledgor or guarantor with respect to theLoans or any other Obligations of any Person that is (i) a U.S. Person or (ii) owned by a U.S. Personand classified as a partnership or disregarded entity, in each case for U.S. federal income tax purposesfor any purpose (including for purposes of Code Section 956(d) and Treasury Regulation Section1.956-2(c)) and (b) (i) no assets of any CFC Subsidiary and (ii) no amounts paid or payable by or onbehalf of any CFC Subsidiary (whether through payment, credit, setoff, or otherwise), in each case,shall be used (or deemed to be used) to satisfy any Loans or other Obligations of any Person that is (i) aU.S. Person or (ii) owned by a U.S. Person and classified as a partnership or disregarded entity, in eachcase for U.S. federal income tax purposes, and the provisions of this Agreement shall be interpreted ina manner consistent with that intent. Notwithstanding anything to the contrary herein or under anyLoan Documents, no CFC Subsidiary shall have any liability whatsoever in respect of any Obligationsof any Person that is (i) a U.S. Person or (ii) owned by a U.S. Person and classified as a partnership ordisregarded entity, in each case for U.S. federal income tax purposes.Section 10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,arrangement or understanding among any such parties, each party hereto acknowledges that anyliability of any EEA Financial Institution arising under any Loan Document, to the extent such liabilityis unsecured, may be subject to the Write-Down and Conversion Powers of an EEA ResolutionAuthority and agrees and consents to, and acknowledges and agrees to be bound by:(a)the application of any Write-Down and Conversion Powers by an EEA ResolutionAuthority to any such liabilities arising hereunder which may be payable to it by any party hereto thatis an EEA Financial Institution; and(b)the effects of any Bail-in Action on any such liability, including, if applicable:(i)a reduction in full or in part or cancellation of any such liability;(ii)a conversion of all, or a portion of, such liability into shares or other instrumentsof ownership in such EEA Financial Institution, its parent undertaking, or a bridge institutionthat may be issued to it or otherwise conferred on it, and that such shares or other instruments ofownership will be accepted by it in lieu of any rights with respect to any such liability underthis Agreement or any other Loan Document; or(iii)the variation of the terms of such liability in connection with the exercise of theWrite-Down and Conversion powers of any EEA Resolution Authority.[END OF TEXT]113 Exhibit 12.1 CARDTRONICS PLC AND SUBSIDIARIESRATIOS OF EARNINGS TO FIXED CHARGES Year ended December 31, 2017 2016 2015 2014 2013 EARNINGS: (Loss) income before income taxes and cumulativeeffect of accounting changes $(154,642) $114,613 $106,422 $65,314 $65,834 Fixed charges (as outlined below) 52,735 33,858 35,473 37,024 25,463 Total (losses) earnings, as defined $(101,907) $148,471 $141,895 $102,338 $91,297 FIXED CHARGES: Interest charges $47,610 $28,889 $30,814 $33,812 $23,086 Interest component of rental expense 5,125 4,969 4,659 3,212 2,377 Total fixed charges, as defined $52,735 $33,858 $35,473 $37,024 $25,463 Ratio of (losses) earnings to fixed charges — 4.39 x 4.00 x 2.76 x 3.59 xAmount of earnings insufficient to cover fixedcharges (154,642) — — — — (a)Amount represents (Loss) income before income taxes as reported in the Company's Consolidated Statements of Operations plusNet loss attributable to noncontrolling interests.(b)Includes the amortization of deferred financing costs and note discount.(c)For the year ended December 31, 2017, earnings before fixed charges, as defined, were inadequate to cover fixed charges by $155million. (a)(b)(c)Exhibit 21.1 Subsidiaries of Cardtronics plc Subsidiaries are not shown in the list below if, considered in the aggregate as a single subsidiary, they would notconstitute a significant subsidiary. Entity Jurisdiction of Organization Cardtronics Canada Holdings Inc. Canada Cardtronics Canada Limited Partnership Canada Cardtronics Holdings, LLC Delaware Cardtronics USA, Inc. Delaware Cardtronics, Inc. Delaware CATM Holdings, LLC Delaware Cardpoint Limited United Kingdom Cardtronics Holdings Limited United Kingdom Cardtronics UK Limited United Kingdom CATM Europe Holdings Limited United Kingdom CATM Australasia Holdings Limited United Kingdom Cardtronics North America Holdings Limited United Kingdom Exhibit 23.1Consent of Independent Registered Public Accounting FirmThe Board of DirectorsCardtronics plc:We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333‑149245, 333-168804 and333-149244) and Form S-3 (333-187229) of Cardtronics plc Company of our reports dated February 28, 2018, with respect tothe consolidated balance sheets of Cardtronics plc as of December 31, 2017 and 2016, and the related consolidatedstatements of operations, comprehensive (loss) income, shareholders’ equity, and cash flows for each of the years in thethree-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”), andthe effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in theDecember 31, 2017 annual report on Form 10‑K of Cardtronics plc.Our report dated February 28, 2018, on the effectiveness of internal control over financial reporting as of December 31, 2017,contains an explanatory paragraph that states that management excluded from its assessment the internal control overfinancial reporting of DirectCash Payments Inc. (“DCPayments”) and Spark ATM Systems Pty Ltd. (“Spark”), which wereacquired during 2017 and whose total assets constituted 26% of consolidated total assets(of which 19% represents goodwill and intangible assets included within the scope of the assessment) and total revenuesconstituted 18% of consolidated total revenue as of and for the year ended December 31, 2017. Our audit of internal controlover financial reporting of Cardtronics, Inc. also excluded an evaluation of the internal control over financial reporting ofDCPayments and Spark./s/ KPMG LLPHouston, TexasFebruary 28, 2018Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF CARDTRONICS PLCPURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED,AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002 I, Edward H. West, certify that: 1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (this “report”) of Cardtronics plc; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. 9 Date: February 28, 2018 /s/ Edward H. West Edward H. West Chief Executive Officer Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER AND CHIEF OPERATIONS OFFICER OF CARDTRONICS PLCPURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary W. Ferrera, certify that: 1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (this “report”) of Cardtronics plc; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. Date: February 28, 2018 /s/ Gary W. Ferrera Gary W. Ferrera Chief Financial Officer Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Cardtronics plc (“Cardtronics”) for the period ended December 31,2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned each hereby certifies,pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge: The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, asamended; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operationsof Cardtronics. Date: February 28, 2018 /s/ Edward H. West Edward H. West Chief Executive Officer 9 Date: February 28, 2018 /s/ Gary W. Ferrera Gary W. Ferrera Chief Financial Officer 

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