Cardtronics Inc.
Annual Report 2018

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, 2018 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.) 2050 West Sam Houston Parkway South, Suite 1300 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 every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit 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 ☐ 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, 2018, 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: $1,104,255,408.Number of shares outstanding as of February 22, 2019: 46,261,073 Ordinary Shares, nominal value $0.01 per share.DOCUMENTS INCORPORATED BY REFERENCEPortions of our definitive proxy statement for the 2019 Annual Meeting of Shareholders, which will be filed with the Securities and ExchangeCommission within 120 days of December 31, 2018, 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 14Item 1B. Unresolved Staff Comments 37Item 2. Properties 38Item 3. Legal Proceedings 38Item 4. Mine Safety Disclosures 38PART II 39Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 39Item 6. Selected Financial Data 41Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42Item 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 for the year ended December 31, 2018 (this “2018 Form 10-K”) contains certainforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended tobe covered by the safe harbor provisions thereof. Forward-looking statements can be identified by words such as “project,”“believe,” “estimate,” “expect,” “future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” andsimilar expressions that are intended to identify forward-looking statements, which are generally not historical in nature.These forward-looking statements are based on management’s current expectations and beliefs concerning futuredevelopments and their potential effect on the Company. While management believes that these forward-looking statementsare reasonable as and when made, there can be no assurance that future developments affecting the Company will be thosethat are anticipated. All comments concerning the Company’s expectations for future revenues and operating results arebased on its estimates for its existing operations and do not include the potential impact of any future acquisitions. TheCompany’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) andassumptions that could cause actual results to differ materially from its historical experience and present expectations orprojections. Known material factors that could cause actual results to differ materially from those in the forward-lookingstatements 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 or improved economic terms andadd new merchants;·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 and changes in the mix of 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 preventcyber incidents, data breaches or losses, or other business disruptions;·the Company’s ability to respond to changes implemented by networks and how they determine interchange,scheduled and potential reductions in the amount of net interchange that it receives from global and regional debitnetworks due to pricing changes implemented by those networks as well as changes in how issuers route their ATMtransactions over those networks;·the Company’s ability to provide new ATM solutions to retailers and financial institutions including the demand forany such new ATM solutions as well as its ability to place additional 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 and once secured, on reasonable economicterms;·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 or improvedeconomic terms;·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 Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or jointventures;·the impact of changes in laws, including tax laws, that could adversely affect the Company’s business andprofitability;2 Table of Contents·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, human, and regulatory regime and macro-economicenvironment to which it will be subject to as a U.K. company;·the Company’s ability to adequately maintain and upgrade its ATM fleet to address changes in industry standards,regulations and consumer behavior patterns;·the Company’s ability to retain its key employees and maintain good relations with its employees; and·the Company’s ability to manage the fluctuation of its operating results, including as a result of the foregoing andother risk factors included in the 2018 Form 10-K. 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 2018 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 2018 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 global network of automatedteller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2018,we were the world’s largest ATM owner/operator, providing services to approximately 227,000 ATMs globally, 33% ofwhich are Company-owned. During 2018, 61% of our revenues were derived from our operations in North America (including our ATM operationsin the U.S., Canada, and Mexico), 30% of our revenues were derived from our operations in Europe and Africa (including ourATM operations in the U.K., Ireland, Germany, Spain, and South Africa), and 9% of our revenues were derived from ouroperations in Australia and New Zealand. Included in our network as of December 31, 2018, were approximately 138,000ATMs to which we provided processing only services or various forms of managed services solutions. Under a managedservices arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operationalaspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee pertransaction, or fee per service provided. Through our network, we deliver various ATM-based financial services to cardholders and provide ATM managementand ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers,financial institutions and operators of facilities such as shopping malls, airports, and train stations. In doing so, we provideour retail and financial institution partners with a compelling automated financial services solution that helps attract andretain customers, and in turn, increases the likelihood that our ATMs will be utilized. We also own and operate electronicfunds transfer (“EFT”) transaction processing platforms that provide transaction processing services to our network of ATMs,as well as to other ATMs operated under managed services arrangements. Additionally, we also provide processing servicesfor 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 generally providemore complex maintenance services, transaction processing, and connection to the EFT networks. We also offer variousforms of managed services, depending on the needs of our customers. Each managed service arrangement is a customizedATM management 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, 2018,approximately 33% of our ATMs operated were Company-owned and approximately 67% of our ATMs were merchant-owned or operated under a managed services solution. Each of the arrangement types described above are attractive to us,and we plan to continue growing our revenues 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 but not limited to BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A.(“Citibank”), Citizens Financial 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 theU.S.; BMO Bank of Montreal (“BMO”), the Bank of Nova Scotia (“Scotiabank”), Canadian Imperial Bank Commerce(“CIBC”), DirectCash Bank, and TD Bank in Canada; and the Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc(“HSBC”) in Australia. In Mexico, we partner with Scotiabank to place their brands on our ATMs in exchange for certainservices provided by them. As of December 31, 2018, approximately 20,000 of our ATMs were under bank-branding contractwith approximately 500 financial institutions to place their logos on the ATMs, and to provide convenient surcharge-freeaccess 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 nearly 1,200 participating credit unions, banks, and stored-value debit card issuers that are principally located inNorth America. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses thelargest banks in the U.S. In exchange, Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transactionthat is paid by participants. Allpoint includes a majority of our Company’s ATMs in the U.S., and certain ATMs in the U.K.,Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit cardprograms on behalf of corporate entities and governmental agencies, including general purpose, payroll, and electronicbenefits transfer (“EBT”) cards. Under these programs, the issuing organizations pay us a fee per issued stored-value debitcard or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s 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 or card provider 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 bank-branding ATMs and providing financial institution cardholders with surcharge freeaccess (ii) fees from financial institutions and card providers that participate in our Allpoint surcharge-free network, (iii)revenues earned by providing managed services (including transaction processing services) solutions to third- parties,including retailers and financial institutions, (iv) fees earned from foreign currency exchange transactions at the ATM,known as dynamic currency conversion (“DCC”), and (v) revenues from the sale of ATMs and ATM-related equipment andother 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. 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, Europe, South Africa, Australia andNew Zealand. Our largest markets are currently the U.S. and the U.K. From 2008 to 2018, the total number of annual transactions processed within our network of ATMs increased fromapproximately 354 million to approximately 2.5 billion. 5 Table of ContentsAdditional 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. The SEC maintains a website that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. You may alsorequest an electronic or paper copy of our SEC filings at no cost by writing or telephoning us at the following: Cardtronicsplc, Attention: Chief Financial Officer, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042; (832)308-4000. Information on our website is not incorporated into this 2018 Form 10-K or our other securities filings. 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. We seek to capitalize on opportunities to expand ouroperations through the following efforts: 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 financial institution customers with convenient solutions to fulfilltheir growing ATM and automated consumer financial services requirements. Services currently offered to financialinstitutions include bank-branding, on-screen advertising and content management, providing deposit solutions, providingsurcharge-free access to their cardholders, and providing managed services for their ATM portfolios. Our EFT transactionprocessing platforms enable us to provide customized control over the content of the information appearing on the screens ofour ATMs and ATMs we process for financial institutions, which increases the types of products and services we are able tooffer to financial institutions. We also plan to continue growing the number of ATMs and financial institutions participatingin our Allpoint network, which drives higher transaction volumes and profitability on our existing ATMs and increases ourvalue to the retailers where our ATMs are located through increased foot traffic at their stores. As discussed above, we areseeing increasing demand from financial institutions for outsourcing of ATM-related services, as recent industry trends havecaused banks to want to reduce their physical footprints and transform their existing branches to focus less on human tellersand increasingly utilize automation, through ATMs and other digital channels, for serving their customers. Whileoutsourcing of ATM-related services for financial institutions is not a significant driver of our revenues today, we believe wecurrently possess the capabilities to deliver value to financial institutions and plan to grow these offerings. 6 Table of ContentsWork 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, digital-only balances held by consumers and alternative paymentnetworks, which are seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Additionally, we believe that many of the stored-value debit card issuers in the U.S. can benefit by providingtheir cardholders with access to our ATM network on a discounted or free-to-use basis. For example, through our Allpointnetwork, we have sold access to our ATM network to issuers of stored-value debit cards to provide their cardholders withconvenient, 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. We have also recently addedtransaction volumes as an incentive compensation metric for our relationship managers, which we believe has resulted inincreased focus and improved transaction results. While we are in various stages of developing and implementing many ofthese programs, we believe that these programs, when properly structured, benefit multiple constituents (i.e., retailers,financial institutions, and cardholders) in addition to driving increased transaction volumes to our ATMs, creating asynergistic network. 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, cardless cash access, andother products which could provide a compelling and cost-effective solution for financial institutions and stored-value debitcard issuers looking to provide convenient and broader financial services to their customers at well-known retail locations.We also allow advertisers to place their messages on our ATMs equipped with on-screen advertising software in the U.S.,Canada, and the U.K. Offering additional services at our ATMs, such as advertising or cardless cash access, allows us to createnew revenue streams from assets that have already been deployed, in addition to providing value to our customers throughbeneficial offers and convenient services. We are focused on developing additional products and services that can bedelivered 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 continue to pursue additional managed services opportunities with leading merchants and financialinstitutions 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 customers,including our retail and financial institution customers, value our high level of service, industry expertise, and establishedoperating history. In connection with the operation of our ATMs under our traditional ATM services model, we earn revenueon a per 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 conducted7 Table of Contentson our ATMs. As further described below, we also earn revenues on these ATMs based on our relationships with certainfinancial institutions and from Allpoint. The Company-owned arrangement currently accounts for approximately 85% of ourtotal revenues. 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 DCC fees, on-screen advertising, 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, 2018: ATM Operations Company -Owned Merchant -Owned Subtotal ManagedServices andProcessing TotalNumber of ATMs at period end 74,586 13,740 88,326 138,259 226,585 Percentage 33.0% 6.0% 39.0% 61.0% 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), casinos, and other major regional and national retail outlets. We have entered into multi-year agreements with many well-known merchant customers, including Bi-Lo Holdings,LLC, Coles Supermarket Australia Pty Ltd., CST Brands a division of Alimentation Couche-Tard (“Couche-Tard”),Cumberland Farms, Inc., CVS Caremark Corporation (“CVS”), HEB Grocery Company, L.P., The Kroger Co., The Pantry, Inc.,Rite Aid Corporation, Safeway, Inc., Speedway LLC (“Speedway”), Sunoco, Inc., Target Corporation, and Walgreens BootsAlliance, Inc. (“Walgreens”) in the U.S., BP p.l.c., BT Group plc, Co-operative Food (“Co-op Food”), Martin McColl Ltd.,Network Rail Infrastructure Limited, Royal Dutch Shell plc, Southern Railway Ltd., Tates Ltd., Waitrose Ltd., and WelcomeBreak Holdings Ltd. in the U.K.; 7-Eleven, Inc. in Canada and Australia; Massmart Holdings Ltd. and Shoprite Holdings Ltd.in South Africa; and Total in Germany. 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, 2018, the Company’s top five merchantcustomers were Co-op Food, Couche-Tard, CVS, Speedway, and Walgreens. No individual customer accounted for more than6% of the Company’s total revenue in 2018. Together these merchant customers accounted for approximately 24% of ourtotal revenues and had a weighted average remaining life of approximately 2.7 years. For additional information related tothe risks associated with our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue fromATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts withour top merchants, or if one or more of our top merchants were to cease doing business with us, or substantially reduce theirdealings with us, could cause our revenues to decline significantly and our business, financial condition and results ofoperations 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 of8 Table of Contentsbank-branded ATM sites and improve its competitive position. Under these arrangements, the financial institution’scustomers have access to use the bank-branded ATMs without paying a surcharge fee to us. In return, we typically receive afixed management fee per ATM from the financial institution, while retaining our standard fee schedule for other cardholdersusing the bank-branded ATMs. In addition, our bank-branded ATMs typically earn higher interchange revenue as a result ofthe increased usage of our ATMs by the branding financial institution’s customers and others who prefer to use a bank-branded ATM. In some instances, we have branded an ATM with more than one financial institution. We intend to continuepursuing additional bank-branding arrangements as part of our growth strategy. In addition to our bank-branding arrangements, we offer credit unions, banks, and stored-value debit card issuers anothertype of surcharge-free solution to their cardholders through our Allpoint surcharge-free ATM network. Under Allpoint,participants 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 Allpoint, which includes ATMsthroughout the U.S., the U.K., Canada, Mexico, and Australia. We believe Allpoint offers an attractive alternative for creditunions and banks that lack their own extensive and convenient ATM network, including the issuers of stored-value debitcards. 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, 2018, 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 61% of our total revenues for the year ended December 31, 2018. Our Europe & Africa segment includes ourATM operations in the U.K., Ireland, Germany, Spain, and South Africa, and accounted for 30% of our total revenues for theyear ended December 31, 2018. Our Australia & New Zealand segment includes ATM operations in Australia and NewZealand and accounted for 9% of our total revenues for the year ended December 31, 2018. While each of the reportingsegments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requiresdifferent marketing and business strategies. For financial information including revenues, earnings, and total assets of our reporting segments, see Part II.Item 8. Financial Statements and Supplementary Data, Note 22. 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 which could result in a reduction of our gross and net profits. Sales and Marketing Our sales and marketing teams are typically 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 relationships with financial institutions and stored-value debit card issuers, as welook to expand the types of services that we offer to such institutions. Our sales and marketing teams also focus onidentifying potential managed services opportunities with financial institutions and retailers alike. Additionally, wemaintain 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 existing merchants. We seek to identify growthopportunities within merchant accounts by analyzing ATM cardholder patterns and recommending programs that will tendto increase transaction volumes. We also analyze foot traffic and various demographic data to determine the bestopportunities for new ATM placements, as well as the potential drivers for increasing same-store ATM transactions that willpositively impact merchant store sales. Employees who focus on sales are typically compensated with a combination ofincentive-based compensation and base salary. 9 Table of ContentsTechnology 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 retail, transit, gaming, and other locations. The wide range of advanced technologyavailable from these ATM manufacturers enables advanced features and reliability through sophisticated diagnostics andself-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. We operated our own EFT transaction processing platforms which enable usto process and monitor transactions on our ATMs and to control the flow and content of information appearing on the screensof such ATMs. We have also implemented new products and services such as foreign currency exchange services, dynamiccurrency conversion, and have introduced targeted marketing campaigns through 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. We have a product development team focused on improving existing products andservices as well as delivering new capabilities that generally leverage our existing platform. Internal product development isan increasing focus for us, and we expect over time, our product development will drive revenue growth. Examples of recentand continued product development include dynamic currency conversion at the ATM, promotional consumer offers, depositenablement for multiple financial institutions and the ability to convert stored value digital currency into cash at the ATM. Anumber 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 special cash orders,and audit costs from both armored couriers and vault cash providers. In the U.K., we operate our own armored courieroperation which services the majority of our ATMs in the U.K. 10 Table of ContentsCustomer service. We believe one of the factors that differentiates us from our competitors is our customer service andproactive approach to managing any downtime experienced by our ATMs. We use an advanced software and skilledtechnicians that monitor our ATMs 24 hours a day for service interruptions and notify our maintenance engineers andvendors 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 used by ourcustomer service team. We believe our proprietary databases enable us to provide superior quality and reliable customersupport, together with information on trends that is also valuable to our retail and financial institution partners. 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. A portion of our withdrawal transactions are processed through third-parties. We plan to convert transactionprocessing services to our internal EFT transaction processing platforms when economically advantageous to us or as thesecontracts expire or are terminated. EFT 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 our ATMs from a number of global ATM manufacturers, including, but not limited to, NCR,Hyosung, Triton, Diebold, and Chungho. The large quantity of ATMs that we purchase from these manufacturers enables usto receive favorable pricing and terms. In addition, we maintain close working relationships with these manufacturers in thecourse of our business, allowing us to stay informed about product updates and to receive prompt attention for any technicalproblems with purchased ATM equipment. The favorable pricing we receive from these manufacturers also allows us to offercertain of our customers an affordable solution to replace their ATMs to be compliant with new regulatory requirements asthey 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 management11 Table of Contentsservices, which varies by geography, which may include reporting, armored courier coordination, cash ordering, cashinsurance, reconciliation of ATM cash balances, claims processing with armored couriers, financial institutions, andprocessors. For the quarter ended December 31, 2018, we had an average outstanding vault cash balance of approximately$1.7 billion in our North America ATMs, including arrangements with Bank of America, N.A. (“Bank of America”), U.S.Bancorp, and Capital One Financial Corp. (“Capital One”). In Europe & Africa, the average outstanding vault cash balancewas approximately $1.2 billion for the quarter ended December 31, 2018, which was primarily supplied by Royal Bank ofScotland (“RBS”), HSBC Holdings plc (“HSBC”), and Barclays PLC (“Barclays”). In Australia & New Zealand, the averageoutstanding vault cash balance for the quarter ended December 31, 2018, was approximately $0.2 billion, which wasprimarily supplied by National Australia Bank Limited (“NAB”) and Australia and New Zealand Banking Group Limited(“ANZ”). For additional information related to our vault cash agreements and the related risks, see Item 1A. Risk Factors - Werely on third-parties to provide us with the cash we require to operate many of our ATMs. If these third-parties were unableor unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of cashto operate our ATMs or we would not be able to operate our business and - Changes in interest could increase ouroperating costs by increasing interest expense under our credit facilities and our vault cash rental costs. 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. 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, 2018, we derived approximately 24% of our total revenues from ATMs placed atthe locations of our top five merchant customers, none of which individually contributed more than 6% of our total revenuesfor the year. The weighted average remaining life of our top five merchant customers is approximately 2.7 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. 12 Table of ContentsSeasonality 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 independent ATM deployers (commonly referred to as “IADs”) and financialinstitutions for ATM placements, new merchant accounts, bank-branding and network-branding relationships, andacquisitions. IADs compete with us for placement rights at merchant locations. Our ATMs compete with the ATMs ownedand operated by financial institutions and other IADs for underlying consumer transactions. In certain locations with veryhigh foot traffic, such as airports, major train stations, large arenas, and stadiums, we often see competition from largefinancial institutions as they may utilize such locations for marketing and advertising purposes, and in some cases are willingto subsidize the operations of the ATM. Recently, we have seen somewhat reduced competition from financial institutionsseeking to place ATMs directly at merchant locations. We have established relationships with leading regional and national financial institutions, as well as large store-valuedebit card issuers, through our bank-branding program and Allpoint. Both of these programs can be cost-efficient alternativesto financial institutions in lieu of operating branches and owning and operating extensive ATM networks. We believe thescale of our extensive network, our EFT transaction processing services, and our focus on customer service provide us withcompetitive advantages for providing services to leading financial institutions. Through Allpoint, we have significantly expanded our relationships with local, regional, and national financialinstitutions as well as large issuers of stored-value debit card programs in the U.S. With regard to Allpoint, we encountercompetition from other organizations’ surcharge-free networks that are seeking to sell their network to retail locations andoffer surcharge-free ATM access to issuers of stored-value debit cards, as well as financial institutions that lack large ATMfootprints. 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. While we have direct competition for providing certain services, we believethat we have unique advantages that will allow us to offer a compelling solution to financial institutions and retailers alike. Acquisitions have historically 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 equitysponsors of ATM portfolios. Finally, we face indirect competition from alternative payment mechanisms, such as card-based payments, includingcontactless, or other electronic forms of payment, including payment applications on mobile phones. While it has beendifficult to specifically quantify the direct effects from alternative payment sources on our transaction volumes, cash-basedpayments have declined as a percentage of total payments in our primary geographic markets in recent years. Furtherexpansion in electronic payment forms and the entry of new and less traditional competitors could reduce demand for cash atmerchant locations. We expect to continue to face competition from emerging payments technology in the future. See Item1A. Risk Factors - The proliferation of payment options and increasingly frictionless methods of payment other than cash,including credit cards, debit cards, stored-value debit cards, contactless, and mobile payments options could result in areduced need for cash in the marketplace and a resulting decline in the usage of our ATMs. 13 Table of ContentsGovernment 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 regularly monitored by our management team and overseen by our Board of Directors (“Board”). Employees As of December 31, 2018, we had 2,104 employees, 394 of which were covered by a collective bargaining agreement.We currently believe our relationships with employees represented by the union are good, and we have not experienced anywork stoppages. ITEM 1A. RISK FACTORS Risks associated with our industry The proliferation of payment options and increasingly frictionless methods of payment other than cash, includingcredit cards, debit cards, stored-value debit cards, contactless, and mobile payments options could result in a reduced needfor cash in the marketplace and a resulting decline in the usage of our ATMs. The U.S., the U.K., Canada, Australia, Germany and other developed markets have seen a shift in consumer paymenttrends since the late 1990’s, with more customers now opting for electronic forms of payment (e.g., credit cards and debitcards) for their in-store purchases over traditional paper-based forms of payment (e.g., cash and checks). Additionally, somemerchants offer free cash back at the point-of-sale (“POS”) for customers that utilize debit cards for their purchases, thusproviding an additional incentive for consumers to use these cards. Increasingly, frictionless payment options, likecontactless, are also being used by consumers. According to the Nilson Report issued in December 2018, the percentage ofcash transaction counts in the U.S. declined from approximately 31.9% of all payment transactions in 2012 to approximately25.9% in 2017, with declines also seen in check usage as credit and debit card transactions increased. However, in terms ofabsolute dollar value, the volume of cash used in payment transactions remained relatively flat at $1.6 trillion from 2012 to2017. The U.K. has followed a similar trend in absolute terms according to the Access to Cash study in the U.K., with cashmaking up over a third of all transactions and being the second most common payment method. In Australia the value ofbanknotes in circulation increased by 2.5% over 2017, but at a somewhat slower rate than in past years. In their customerpayments survey, the Reserve Bank of Australia published that 37% of all payments made in Australia are with cash.According to the 2018 Canadian Payment Methods and Trends study, cash was still the most used payment method at 29.8%of all transactions and while cash has been in decline in recent years, in 2017, the rate of decline showed signs of slowing. Ona same-store basis, we have generally seen a single-digit percentage rate of decline in the number of cash withdrawaltransactions conducted on our U.K.-based ATMs during the last 12-24 months while we have seen single-digit rates ofgrowth in our U.S.-based ATMs over the last twelve months, which is partly attributable to increased transactions from oursurcharge-free Allpoint network. The continued growth in electronic payment methods, such as mobile phone payments orcontactless payments, could result in a reduced need for cash in the marketplace and ultimately, a decline in the usage ofATMs. New payment technology, such as Venmo, Zelle, Square Cash, Facebook Messenger Payments and virtual currenciessuch as Bitcoin, or other new payment method preferences by consumers could reduce the general population’s need ordemand for cash and negatively impact our transaction volumes in the future. The14 Table of Contentsproliferation of payment options and changes in consumer preferences and usage behavior could reduce the need for cashand 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 the creation, integration, and consolidation of competitors through transactions as well as the introduction of alternativepayment mechanisms and emerging payment technologies. Increased competition could result in transaction fee reductions,reduced gross margins, and loss of market share. As a result, the failure to effectively adapt our organization, products, andservices to the market could significantly reduce our offerings to gain market acceptance, could significantly reduce ourrevenue, increase our operating costs, or otherwise adversely impact our operations and cash flows. Regulatory, 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 network relationships, bankingpartners or our other business partners) may be subject include those promulgated under the authority of the Federal TradeCommission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, the Gramm Leach Bliley Act andstate cybersecurity, privacy, and breach 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 that facilitated data sharingbetween the E.U. and the U.S. was not in fact compliant with the E.U. data protection regulations, requiring a new robustmechanism, the Privacy Shield. The E.U. authorities agreed to new General Data Protection Regulations (“GDPR”) in 2016,which came into effect across the E.U. on May 25, 2018. The GDPR provides heightened rights for individuals and increasedsanctions for non-compliance with regulations. GDPR provides the supervisory authority with the power to imposeadministrative fines of the greater of (a) €10 million or 2% of global annual revenue from the prior year if it is determinedthat non-compliance was related to technical measures such as impact assessments, breach notifications and certifications; or(b) €20 million or 4% of global annual revenues in the case of non-compliance with key provisions of the GDPR includingnon-adherence to the core principles of processing personal data, infringement of the rights of data subjects and the transferof personal data to third parties or international organizations that do not ensure an adequate level of data protection. Anyimposition of fines resulting from our failure to comply with the GDPR requirements could materially and adversely affectour financial results. The GDPR also 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, cyber security, technologies such ascookies that are used to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxationof products and services, 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 orlegislative actions regarding data privacy and security could have a material adverse impact on our operations and cashflows. 15 Table of ContentsThe passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs wouldseverely impact our revenues and our operations. We rely on transaction-based revenues in each of our markets and any regulatory fee limits that could be imposed on ourtransactions may have an adverse impact on our revenues and profits. If legislation were to be enacted in the future in any ofour markets, and the amount we were able to charge consumers to use our ATMs was reduced, our revenues and relatedprofitability would be negatively impacted. Furthermore, if such limits were set at levels that are below our current or futurecosts to operate our ATMs, it would have a material adverse impact on our ability to continue to operate under our currentbusiness model and adversely impact our revenues and cash flows. Despite the nationwide acceptance of surcharge fees atATMs in the U.S. since their introduction in 1996, consumer activists have from time to time attempted to impose local bansor limits on surcharge fees. Even in the few instances where these efforts have passed the local governing body (such as withan ordinance adopted by the city of Santa Monica, California), U.S. federal courts have overturned these local laws on federalpreemption grounds. Although Section 1044 of the Dodd-Frank Act contains a provision that will limit the application offederal preemption with respect to state laws that do not discriminate against national banks, federal preemption will not beaffected by local municipal laws, where such proposed bans or limits often arise. Additionally, some U.S. federal officialshave expressed concern in previous years that surcharge fees charged by banks and non-bank ATM operators are unfair toconsumers. 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 32.4% of our total ATM operating revenues for the year ended December 31, 2018,are set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMsare routed. These fees vary from one network to the next. During the year ended December 31, 2018, 20.8%, 11.1%, and 0.4%of our total ATM operating revenues were derived from interchange fees in Europe & Africa, North America, and Australia &New Zealand, respectively. These fees are subject to pricing changes that we may be unable to offset through lower paymentsto merchants. Interchange revenues in the U.K. accounted for 19.2% of our consolidated ATM operating revenues. In theU.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. 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 2016 were considered for determining the 2018 interchange rate), and as a result, the interchange rate varied year-to-year based on the output of the cost-based study. In addition to LINK transactions, certain card issuers in the U.K. have issuedcards that are not affiliated with the LINK network, and instead carry the Visa or MasterCard network brands. Transactionsconducted on our ATMs from these cards, which currently represent less than 3% of our annual withdrawal transactions in theU.K., receive interchange fees that are set by Visa or MasterCard, respectively. The interchange rates set by Visa andMasterCard have historically been less than the rates that have been established by LINK. Accordingly, if any major financialinstitution in the U.K. decided to leave the LINK network in favor of Visa, MasterCard, or another network, and we elected tocontinue to accept the transactions of their cardholders, such a move could impact the interchange revenues that we currentlyreceive from the related withdrawal transactions conducted on our ATMs by these cardholders in that market. During 2017,some of the major financial institutions that participate in LINK expressed concern about the LINK interchange rate andcommenced efforts to significantly lower the interchange rate. As a result, a group of members of LINK (the “WorkingGroup”) worked to develop a new interchange rate setting mechanism and in October 2017, it was decided that anindependent board of LINK (“LINK Board”) would recommend interchange rates going forward. On January 31, 2018 theLINK Board issued an update and determined that interchange rates would decrease by 5% from 2017 levels, effective July 1,2018 and announced the intention to further reduce the interchange rate by three further annual 5% reductions. However, onJuly 16, 2018, LINK announced that the third interchange rate decrease16 Table of Contentswas cancelled and the fourth rate decrease was suspended, pending further review in 2019. The first 5% rate reductionoccurred on July 1, 2018, and it adversely impacted our U.K. profits by approximately $9 million, when taken togetherwith other rate reductions in 2018. The second scheduled 5% decrease in the LINK interchange rate occurred January 1,2019. On an unmitigated basis, we expect that these rate reductions will adversely impact our operating income byapproximately $18 million in 2019. Should there be a significant change in the LINK scheme or its membership, our U.K.interchange revenues and profits could be adversely impacted. 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. For example, Visa recentlyannounced a new acquirer fee for non-monetary transactions in the U.S. that will take effect on April 1, 2019. In addition tothe impact of net interchange rate decreases, we have seen certain financial institutions migrate their volume away from somenetworks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates pertransaction to us. In Canada, the vast majority of transactions route through the Interac network which sets the interchange revenue ratesfor its network. 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 Consumer FinancialProtection 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”), through implementing regulations, requires that public accommodationsbe accessible to and independently usable by individuals with disabilities, including visually-impaired or wheel-chair boundpersons. The U.S. Department of Justice issued accessibility regulations under the ADA that became effective in March 2012,which provided specific requirements for ATMs. Failure to meet these requirements, and other similar requirements undervarious states’ laws, could adversely impact our operations and revenues, including through costs incurred in lawsuits andpayment of damages, fines or penalties. The Commonwealth of Massachusetts and the National Federation of the Blind (the“NFB”) had pursued a lawsuit against the Company alleging noncompliance with the ADA, its implementing regulations,and court orders. We settled this lawsuit by, among other things, agreeing to certain procedures and standards for voiceguidance on ATMs. While we have completed implementation of the operational elements of our settlement agreement, anyfailure to meet the remaining reporting requirements of our settlement agreement in this matter could adversely impact ouroperations and revenues, including through the incurrence of damages. In the U.K., the ATM industry historically has 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 PSR17 Table of Contentscommissioned a review of LINK, which has resulted in several outcomes, including a separation of the processing componentof LINK which required us to separately enter into new agreements for certain operational services. See the risk factor entitledInterchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at thediscretion of the various EFT networks through which our transactions are routed, or through potential regulatorychanges, thus reducing our future revenues above. In March, 2018, the E.U. began a legislative process for amending certain existing legislation applying to cross borderpayment practices, which includes a proposal by the European Commission for new regulations on dynamic currencyconversion transactions. The 2009 Cross Border Payments Regulation is being amended to require enhanced consumerdisclosure and increased consumer choice in dynamic currency conversion transactions. The new regulation could cause usto suffer losses or other adverse changes in our business that would reduce our net income. We are also subject to various regulations in other jurisdictions that we operate in, including Germany, Spain, Ireland,Mexico, Canada, Australia, New Zealand and South Africa. Due to the numerous regulations in the jurisdictions in which weoperate, there is substantial risk to ensuring consistent compliance with the existing regulatory requirements in thosejurisdictions. To the extent we are not successful in complying with the new or existing regulations, non-compliance mayhave an impact on our ability to continue operating in such jurisdictions or adversely impact our profits. New legislationproposed in any of the jurisdictions in which we operate, or adverse changes in the laws that we are subject to, may materiallyaffect our business through the requirement of additional expenditures to comply with that legislation or other direct orindirect impacts on our business. If regulatory legislation is passed in any of the jurisdictions in which we operate, we couldbe required to incur substantial expenditures or suffer adverse changes in our business that would reduce our net income. Inaddition, new product and service offerings such as mobile ATM access and deposit taking ATMs are often subject toadditional regulations which may have an impact on our ability to offer such products. We may not be able to comply withall such regulations for new product and services offerings or may not be able to do so profitability. The broad introduction of free-to-use ATMs in Australia has and may continue to adversely impact our revenues andprofits. 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. Shortly thereafter, ANZ,Westpac, and NAB followed with announcements and actions removing direct charges on their ATM networks for all users oftheir 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 2018, 77% of our revenues in Australia were sourced from direct charge fees paid by cardholders. As aresult, this introduction of free-to-use ATMs in Australia has and may continue to adversely impact our revenues and profits. In September 2017, we determined that these developments were to be an indicator of impairment of our Australia &New Zealand reporting unit and related long-lived assets. As further discussed in Item 8. Financial Statements andSupplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangible Assets OtherThan Goodwill and (m) Goodwill, we recorded an impairment of certain assets in our Australia & New Zealand reporting unitas of September 30, 2017. While the direct impact we have experienced has been limited to date, the ultimate impact of this action could increaseover time as consumers’ behavior patterns change as a result of the introduction of a free-to-use network in Australia that didnot previously exist.18 Table of Contents Security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm ourbusiness by compromising Company, merchant or vendor data or cardholder information and disrupting our transactionprocessing services, thus damaging our relationships with our merchant customers, business partners, and generallyexposing us to liability. As part of our transaction processing services, we electronically process and transmit cardholder information. We and ourvendors have been, and will continue to be, subjected to cyber-attacks, including accidental or intentional computer ornetwork issues (such as unauthorized parties gaining access to our information technology systems, phishing attacks, viruses,malware or ransomware installation, server malfunction, software or hardware failures, impairment of data integrity, loss ofdata or other computer assets, adware, or other similar issues), none of which to date have resulted in any material disruption,interruption, or loss. Our vulnerability to attack and our vendors’ vulnerability to attack exists in relation to known threats,against which we work to implement and maintain what we consider to be adequate security controls, as well as other threats,against which we cannot defend because they are unknown. Consequently, the security measures we deploy are not perfect orimpenetrable, and, despite our investment in and maintenance of security controls, we may be unable to anticipate or preventall unauthorized access attempts made on our systems. 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, compromise or shut downone or more of our computing systems, transaction processing systems, or our IT network and infrastructure, which couldharm our business or result in harm to our customers or our business partners and result in negative publicity or mediacoverage. Furthermore, companies that process and transmit cardholder information have been specifically and increasinglytargeted in recent years by sophisticated and persistent actors including hacktivists, organized criminal groups, and nationstates in an effort to obtain information and utilize it for fraudulent transactions or other purposes. It is also possible that acyber-attack or information security breach could occur and persist for an extended period of time without detection. Weexpect that any investigation of a cyber-attack would be inherently unpredictable and that it would take time before thecompletion of any investigation and before there is availability of full and reliable information. During such time we may notnecessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated orcompounded before they are discovered and remediated, all or any of which would further increase the costs andconsequences of a cyber-attack.The technical and procedural controls we, our vendors and our other partners use to provide security for storage,processing and transmission of confidential customer and other information may not be effective to protect against datasecurity breaches or other cyber incidents. The risk of unauthorized circumvention of our security measures has beenheightened by advances in computer capabilities and the increasing sophistication of hackers. Unauthorized access to ourcomputer systems, or those of our third-party service providers, could result in the theft or publication of the information orthe deletion or modification of sensitive records, and could cause interruptions in our operations. Any inability to preventsecurity breaches 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, expose19 Table of Contentsus 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 which may overlap and potentially conflict with one another.An actual security breach or cyber-incident could have a material adverse impact on our operations and cash flows and coststo remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significantlyover and above any obligations arising from any penalties imposed by any regulatory or supervisory authority including inconnection with General Data Protection Regulations. Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems,including transaction processing services, causing noncompliance with network rules, damaging our relationships withour merchant and financial institution customers, and damaging our reputation causing a decrease in transactions byindividual cardholders. 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”). Any one or more System Threats could result in the infiltration of oursystems, as well as those of our customers and partners, and disrupt our delivery of services, cause delays or loss of data orpublic releases of confidential data or make our applications unavailable, all of which could have a material adverse effect onour revenues and our operations and cash flows. Although we utilize several preventative and detective security controls inour network, we have from time to time experienced System Threats to our data and systems, including but not limited tocomputer viruses, unauthorized parties gaining access to our information technology systems and similar incidents, none ofwhich to date have resulted in any material disruption, interruption or loss. Our preventative and detective security controlsat times have been, and may be at times in the future, ineffective in preventing System Threats, and material consequencesarising from the occurrence of any such event could damage our relationships with our customers, cause a decrease intransactions by individual cardholders, cause our reputation to be damaged, require us to make significant expenditures torepair or replace equipment, or cause our non-compliance with applicable network rules and regulations. Potential new currency designs may require modifications to our ATMs that could impact our cash flows. In American Council of the Blind, et. al., v. Timothy F. Geithner, Secretary of the Treasury (Case #1:02-cv-00864) in theU.S. District Court for the District of Columbia (the “Court”) an order was entered that found that U.S. currencies (as currentlydesigned) violated the Rehabilitation Act, a law that prohibits discrimination in government programs on the basis ofdisability, as the paper currencies issued by the U.S. are identical in size and color, regardless of denomination. As aconsequence of this ruling, the U.S. Treasury stated in its semi-annual status report filed with the Court in September 2012,that the Bureau of Engraving and Printing (“BEP”) was making progress towards implementing the Secretary’s decision toprovide meaningful access to paper currency by: “(i) adding a raised tactile feature to each Federal Reserve note that the BEPmay lawfully redesign, (ii) continuing the BEP’s program of adding large high-contrast numerals and different colors to eachdenomination that it may lawfully redesign, and (iii) implementing a supplemental currency reader distribution program forblind and other visually impaired U.S. citizens and legal residents.” Of these three steps only the first materially affects theATM industry. The BEP continues to research the raised tactile feature and is engaged in testing samples in conjunction withthe Banknote Equipment Manufactures program; however, previous comments from the U.S. Treasury suggest that raisedtactile features on currency are not expected to be in circulation prior to 2020. Until a selection is made and disclosed by theBEP, the impact, if any, a raised tactile feature will have on the ATM industry, remains20 Table of Contentsunknown. It is possible that such a change or any redesign of currencies could require us to incur additional costs, whichcould be substantial, to modify our ATMs in order to store and dispense notes with raised or other tactile features. Additionally, polymer notes have been introduced by a number of counties including Canada, the U.K. and Australia.Polymer notes were introduced by the Bank of England in 2016 and will be further circulated through 2020. Theintroduction of these new currency designs has required upgrades to software and physical ATM components on our ATMs.Upgrades may continue to result in incremental downtime and incremental capital investments for the affected ATMs. Todate, we have not experienced any material adverse financial or operational impact as a result of the new requirements tohandle these new notes. The Reserve Bank of Australia (or “RBA”) has begun issuing redesigned banknotes beginning withthe $5, $10 and $50 Australian dollar banknotes. The majority of the required polymer upgrades in Australia have beencompleted and the remainder are scheduled to be completed by the end of 2019. We expect that the RBA will continueissuing redesigned banknotes in additional denominations in subsequent years. The redesigned banknotes include a raisedtactile feature to help the blind and visually impaired community distinguish between different denominations of banknotesand a top-to-bottom clear window in which the banknote is transparent. Any required upgrades or full replacement of ourATMs could require us to incur additional cost, which could be substantial and have a material adverse impact on ouroperations and cash flows. Risks associated with our business. We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenueswould, and profits could, be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that weoperate, whether as a result of changes in consumer spending preferences, 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 any changes in payment preferences they may have, and (v) ourability to continue to expand our surcharge-free and other automated consumer financial services offerings. If alternativetechnologies to our services are successfully developed and implemented or there is a significant shift in consumerpreferences for other alternative payment methods, we may experience a decline in the usage of our ATMs. Surcharge rates,which are largely market-driven and are negotiated between us and our merchant partners, could be reduced over time.Further, growth in surcharge-free ATM networks and widespread consumer bias toward these networks could adversely affectour revenues, even though we maintain our own surcharge-free offerings. Many of our ATMs are utilized by consumers thatfrequent the retail establishments in which our ATMs are located, including convenience stores, gas stations, malls, grocerystores, drug stores, airports, train stations, and other large retailers. If there is a significant slowdown in consumer spending ora change in consumer payment preferences, the number of consumers that frequent the retail establishments in which weoperate our ATMs may decline and the number of transactions conducted on those ATMs, and the corresponding transactionfees we earn, may also decline. Additionally, should banks increase the fees they charge to their customers when using anATM outside of their network (i.e. out of network or foreign bank fees), this would effectively make transactions at our ATMmore expensive to consumers and could adversely impact our transaction volumes and revenues. Alternatively, should banks or other ATM operators decrease or eliminate the fees they charge to users of their ATMs inany of our markets (as they did in Australia in 2017), such action would make transactions at our ATM comparatively moreexpensive to consumers and could adversely impact our transaction volumes and revenues. A decline in usage of our ATMsby cardholders, in the levels of fees received by us in connection with this usage, or in the number of ATMs that we operate,would have a negative impact on our revenues and cash flows and would limit our future growth potential. 21 Table of ContentsWe 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, 2018, our contracts with our top five merchant customers (Co-op Food (in the U.K.),Couche Tard, CVS, Speedway, and Walgreens) accounted for approximately 24% of our total revenues. Because a significantpercentage of our future revenues and operating income depends upon the successful continuation of our relationship withour top merchant customers, the loss of any of our largest merchants, such as the loss of 7-Eleven in 2017, a decision by anyone of them to reduce the number of our ATMs placed in their locations, or a decision to sell or close their locations couldresult in a decline in our revenues or otherwise adversely impact our business operations. To the extent there is consolidationor contraction 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, these merchants may elect not torenew their contracts when they expire. As of December 31, 2018, the contracts we have with our five largest merchantcustomers had a weighted average remaining life of approximately 2.7 years. 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 including those with whom we conduct business and may seek to conductbusiness. 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 may have a negativeimpact on those financial institutions and our relationships with them. In particular, if the liquidity positions of the financialinstitutions with which we conduct business deteriorate significantly, these institutions may be unable to perform under theirexisting agreements with us. If these defaults were to occur, we may not be successful in our efforts to identify new bank-branding partners and vault cash providers, and the underlying economics of any new arrangements may not be consistentwith our current arrangements. Furthermore, if our existing bank-branding partners or vault cash providers are acquired byother institutions with assistance from the Federal Deposit Insurance Corporation (“FDIC”), or placed into receivership by theFDIC, it is possible that our agreements may be rejected in 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, U.S. Bancorp, CIBC and Capital One to provide us with thevault cash that we use in approximately 41,000 of our ATMs where cash is not provided by the merchant. In Europe & Africa,we rely primarily on RBS, HSBC, Barclays, Absa Bank, and Capitec Bank to provide us with the vault cash that we use inapproximately 18,000 of our ATMs. In Australia and New Zealand, we rely primarily on ANZ and NAB to provide us with thevault cash that we use in approximately 4,000 of our ATMs. For the quarter ended December 31, 2018, we had an averageoutstanding vault cash balance of approximately $1.7 billion held in our North America ATMs, approximately $1.2 billionin our ATMs in Europe and Africa and approximately $0.2 billion in our ATMs in Australia and New Zealand. 22 Table of ContentsOur existing vault cash rental agreements expire at various times through May 2022. 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. Other key termsof our agreements include the requirement that the vault cash providers provide written notice of their intent not to renew.Such notice provisions typically require a minimum of 180 to 360 days’ notice prior to the actual termination date. If suchnotice is 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. We rely on third-party 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 continue to result in a loss of revenues undercertain of our contractual arrangements that contain minimum service-level requirements and could result in a materialadverse impact on our 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 would 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, floods, natural disaster, unlawfulacts, terrorist attacks, power loss, telecommunications failure, unauthorized entry, cyber-attack and computer viruses, amongother things. We cannot be certain that any measures we and our service providers have taken to prevent system failures willbe successful or that we will not experience service interruptions. Should a significant system failure occur, it could have amaterial adverse impact on our operations and cash flows. 23 Table of ContentsOur 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, 2018, we were providing armored courier services a majority of our ATMs in that market and we currentlyintend to further expand that operation to service additional ATMs. The armored transport business exposes us to significantrisks, 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. There can be no assurance that we will avoid significantfuture claims or adverse publicity related thereto. Furthermore, there can be no assurance that our insurance coverage will beadequate to cover potential liabilities or that insurance coverage will remain available at costs that are acceptable to us. Theavailability of quality and reliable insurance coverage is an important factor in our ability to successfully operate this aspectof our operations. A loss claim for which insurance coverage is denied or that is in excess of our insurance coverage couldhave a material adverse effect on our business, financial condition and results of operations and cash flows. Operational failures could harm our business and our relationships with our merchant and financial institutioncustomers. An operational failure could be caused by our actions, such as a failure of our EFT transaction processing facilities, orthe actions of third-parties, either of which, would harm our business and damage our relationships with our merchant andfinancial institution customers. Damage, destruction, or third-party actions that interrupt our services would also cause us toincur substantial additional expense to repair or replace damaged equipment and could damage our relationship with ourcustomers. We have installed back-up systems and procedures to prevent or react to such disruptions. However, a prolongedinterruption of our services or network that extends for more than several hours (i.e., where our backup systems are not able torecover) would result in data loss or a reduction in revenues as our ATMs would be unable to process transactions. Inaddition, a significant interruption of service could have a negative impact on our reputation and could cause our presentand potential merchant and financial institution customers to choose alternative service providers, as well as subject us tofines or penalties related to contractual service agreements and ultimately cause a material adverse impact on our operationsand 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 divert resources from other potential investments in our businesses, management timeand attention from other matters, and these efforts may not lead to the development of viable new products or services on atimely or cost effective basis. We may not be successful in developing, marketing or selling new products and services thatmeet these changing demands. In addition, we may experience difficulties that could delay or prevent the successfuldevelopment, introduction or marketing of these products and services, or our new products and services and enhancementsmay not adequately meet the demands of the marketplace or achieve market acceptance. Microsoft announced a plan to end technology support and patches for a series of Windows-based operating systems,including Windows 7, which is currently in use on a large number of our ATMs. Microsoft has stated that support forWindows 7 will end in January 2020 and that limited support will be available until 2023 for a fee. As a large number of24 Table of Contentsour ATMs currently operate on Windows 7, we expect to upgrade or replace a portion of our fleet, starting primarily in 2019.While we are currently in the process of evaluating the cost of upgrades or replacement of the ATMs that could be impacted,we expect that this cost could be significant to us and may elevate our capital expenditures. Changing security features,compatibility requirements and end of life capital replenishment may result in upgrade costs and capital costs as well asdowntime at some of our ATMs, which could 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. Errors 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 exposure and interest on outstandingborrowings on our revolving credit facility by using interest rate swap contracts and caps, we may not be able to enter intosimilar arrangements for similar amounts in the future. Any significant future increases in interest rates could have a negativeimpact on our earnings and cash flow by increasing our operating costs and expenses. In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use ofLIBOR by the end of 2021. There is no definitive information regarding the future utilization of LIBOR or of any particularreplacement rate. Therefore, it’s not possible to predict the effect of this announcement, including whether LIBOR willcontinue in place, and if so what changes will be made to it, what rates may replace LIBOR going forward, and how LIBORwill be determined for purposes of loans, securities and derivative instruments currently referencing it if it ceases to exit atsome point. For these reasons, the potential effect of a LIBOR phase out on our operating costs cannot yet be determined. Inaddition, any further changes or reforms to the determination or supervision of LIBOR may result in an increase or decreasein reported LIBOR. The potential changes could have a negative impact on our earnings and cash flow by increasing ouroperating costs and expenses. For additional information, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - InterestRate 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, 2018, our average outstanding vault cash balance was $3.1 billion in our ATMs.Any loss of vault cash from our ATMs is generally our responsibility. We typically require that our service providers, whoeither transport the vault cash or otherwise have access to the ATM safe, maintain adequate insurance coverage in the25 Table of Contentsevent cash losses occur as a result of theft, misconduct, or negligence on the part of such providers. Cash losses at the ATMoccur in a variety of ways, such as natural disaster (hurricanes, flooding, tornadoes, etc.), fires, vandalism, and physicalremoval of the entire ATM, defeating the interior safe or by compromising the ATM’s technology components. Because ourATMs are often installed at retail sites, they face exposure to attempts of theft and vandalism. Thefts of vault cash may be theresult of an individual acting alone or as a part of a crime group. We have experienced theft of vault cash from our ATMsacross the geographic regions in which we operate and have at times temporarily removed ATMs from service to enhancesecurity features or permanently removed ATMs due to security concerns. While we maintain insurance policies to coversignificant losses that may occur that are not covered by the insurance policies maintained by our service providers, suchinsurance coverage is subject to deductibles, exclusions, and limitations that may leave us bearing some or all of thoselosses. Significant vault cash losses could result in a 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 or successful jackpotting attack attempt could occur on ourportfolio. Additionally, we have seen an increase in attacks and vault cash losses in our U.K. business, in particular. Shouldthese losses continue at an elevated or increasing rate, it could adversely impact our results and impact our ability to obtaininsurance for the vault cash used on our ATMs. Also, damage sustained to our merchant customers’ store locations inconnection 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 by our merchant customers not to 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 acquisitions, which could increase our cost of operations, reduce ourprofitability, or reduce our shareholder value. We have been an active business acquirer and may be active in the future. The acquisition and integration of businessesinvolves a number of risks. The core risks are in the areas of valuation (negotiating a fair price for the business based oninherently limited due diligence) and integration (managing the complex process of integrating the acquired company’spersonnel, products, processes, technology, and other assets so as to realize the projected value of the acquired company andthe 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 combining26 Table of Contentsdifferent corporate cultures. Further, if we cannot successfully integrate an acquired company’s internal control over financialreporting, the reliability of our consolidated financial statements may be impaired and we may not be able to meet ourreporting obligations under applicable law. Any such impairment or failure could cause investor confidence and, in turn, themarket price 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 these benefitsmay not be achieved within a reasonable period of time. We may be required to invest significant capital and resources afteran acquisition to maintain or grow the business that we acquire. Further, acquired businesses may not achieve anticipatedrevenues, earnings, or cash flows. Any shortfall in anticipated revenues, earnings, or cash flows could require us to writedown the carrying value of the intangible assets associated with any acquired company, which would adversely affect ourreported 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 acquire businessesoutside of our traditional areas, which could introduce new risks and uncertainties. To the extent that we elect to acquire anexisting company or the operations, technology, and the personnel of the company, we may assume some or all of theliabilities associated with the acquired company and face new and added challenges integrating such acquisition into ouroperations. 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 the business. This implementation requires the commitment of significant personnel and financialresources, and entails risks to business operations. Failure, difficulties or delays in implementing our new ERP and relatedinformation systems would result in lost anticipated productivity improvements or cost efficiencies, and/or interruptions inservice or other operational difficulties that hinder our ability to effectively manage our business. If we do not complete theimplementation of the ERP timely and successfully, we may incur additional costs associated with completing this project,delaying its benefits and adversely impacting 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 which could result in a reduction of our gross and netprofits. We have operations in the U.S., the U.K., Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand, and SouthAfrica. We expect to continue to expand in the countries in which we currently operate, and potentially into other countriesas opportunities 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;27 Table of Contents·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;·new or unanticipated conflicts, political and, or 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. Any 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 supposed to be completed over a two-year time periodduring which the U.K. and the remaining E.U. member states will negotiate a withdrawal agreement, though there issignificant uncertainty surrounding the process. The exit process from the E.U. and implementation of the resulting changescould materially and adversely affect the tax, tax treaty, currency, operational, legal, human, and regulatory regime as well asthe macro-economic environment in which we operate. The effect of any of these risks, were they to materialize, is difficult toquantify, but could materially increase our operating and compliance costs and materially affect our tax position or business,results of operations, and financial position. Further, uncertainty around the form and timing of any withdrawal agreement orwithdrawal without an agreement could lead to adverse effects on the economy of the U.K., other parts of Europe, and the restof 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 and surcharge-free revenue from our Allpoint network. A decline in these revenues as a result of changes infinancial institution and card provider demand for these services may have a significant negative impact to our results. Bank-branding and surcharge-free revenues from our Allpoint network drive a significant portion of our revenues, and ifthese product offerings were to become less attractive to financial institutions and card providers whereby we lost asignificant amount of existing contracts, it could have a material impact on our revenues and profits. In addition,consolidations within the banking industry may impact our bank-branding relationships as existing bank-brandingcustomers are acquired by other financial institutions, some of which may not be existing bank-branding customers. Ourbank-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 and have taken impairment charges following this analysis in the past. Some of the factorsthat we consider important in assessing whether or not impairment exists include the performance of the related assetsrelative to the expected historical or projected future operating results, significant changes in the manner of our use of theassets or the strategy for our overall business, and significant negative industry or economic trends. These factors andassumptions, and any changes in them, could result in an impairment of our goodwill and other intangible assets. 28 Table of ContentsDuring 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 broad introduction of free-to-use ATMs in Australia has and will continue to adversely impact our revenuesand profits above for additional information regarding the market changes that resulted in this impairment. As of December31, 2018 we had goodwill and other intangible assets of $749.1 million and $150.8 million. In the event we determine ourgoodwill or amortizable intangible assets are impaired in the future, we may be required to record a significant charge toearnings in our consolidated financial statements, which would negatively impact our results of operations and that impactcould be material. 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. We have a substantial number of ATMs, approximately 4,000, as of December 31, 2018, that are not currently in service,yet have remaining net carrying value. To the extent we are not able to re-deploy the assets, we may in future periods incurwrite-downs of these and other assets which could materially, adversely affect our business, results of operations, andstockholders’ 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, 2018, our outstanding indebtedness was $818.5 million, which represents 68.5% of our total bookcapitalization of $1.2 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;29 Table of Contents·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. As a result of these ratios, we may be limited in the manner in which we conduct our business in the future and may beunable to engage in favorable business activities or finance our future operations or capital needs. Accordingly, theserestrictions may limit our ability to successfully operate our business and prevent us from fulfilling our debt obligations. Afailure to comply with the covenants or financial ratios could result in an event of default. In the event of a default under ourcredit agreement, the lenders could exercise a number of remedies, some of which could result in an event of default underthe indentures governing the senior notes. An acceleration of indebtedness under our credit agreement would also likelyresult in an event of default under the terms of any other financing arrangement we have outstanding at the time. If any or allof our debt were to be accelerated, we cannot assure shareholders that our assets would be sufficient to repay ourindebtedness in full. If we are unable to repay any amounts outstanding under our bank credit facility when due, the lenderswill have the right to proceed against the collateral securing our indebtedness. Such actions could have a material adverseimpact on our operations and cash flows. For additional information related to our credit agreement and indentures, see PartII. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and CapitalResources - Financing Facilities. The fundamental change and make-whole fundamental change provisions associated with our $287.5 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. 30 Table of ContentsNoncompliance with established EFT network rules and regulations could expose us to fines, penalties or otherliabilities and could negatively impact our results of operations. Additionally, new EFT network rules and regulationscould require us to expend 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 couldexpose us to penalties and/or fines, which could negatively impact our financial results. Furthermore, compliance may incertain instances require capital expenditure, which could be significant. The payment networks’ rules and regulations aregenerally subject to change and they may modify their rules and regulations from time to time. Our inability to react tochanges in the rules and regulations or the interruption or application thereof, may result in the substantial disruption of ourbusiness. 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. We alsoincurred increased charges from networks associated with actual or potentially fraudulent transactions, as we were liable forfraudulent transactions on the MasterCard and Visa networks and other networks that have adopted the EMV securitystandard if our ATM was not EMV compliant at the time of the transaction, and any fraudulent transactions were processed.As of the date of the filing we operate fewer than 100 Company-owned ATMs that are not EMV compliant. Noncompliancewith the EMV standard or other network rules could have a material adverse impact on our operations 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 a significant majority of our transactions and we rely on our sponsor banks for access to the applicable networks.In the U.K., only international transactions require bank sponsorship. In Mexico, all ATM transactions require banksponsorship, 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. 31 Table of ContentsIf 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 or keymanagers would have an adverse effect on our operations, if we are not able to find suitable replacements for such persons ina timely manner. Unexpected turnover in key leadership positions within the Company may adversely impact our ability tomanage the Company efficiently and effectively, could be disruptive and distracting to management and may lead toadditional departures of existing personnel, any of which could adversely impact our business. Any adverse change in ourreputation, whether as a result of decreases in revenue or a decline in the market price of our common shares, could affect ourability to motivate and retain our existing employees and recruit new employees. Our success also depends on our ability tocontinue to attract, manage, motivate and retain other qualified management, as well as technical and operational personnelas 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 which could restrict our business, increaseour costs and individually 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, breadth of servicesoffered, areas of labor, advertising, consumer protection, real estate, billing, e-commerce, promotions, quality of services,intellectual property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchangecontrols and cash repatriation restrictions, data privacy requirements, anti-competition, small-business protection,environmental, health, and safety. 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 affect ourbusiness. We are a large corporation with operations in various other jurisdictions around the world. As such, we are subject to taxlaws and regulations of federal, state and local governments. We compute our income tax provision based on enacted taxrates in the jurisdictions in which we operate. As the tax rates vary among jurisdictions, a change in earnings attributable tothe various jurisdictions in which we operate could 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 and the changing of the timing of the recognition of certainincome and deductions or their character that could significantly and adversely affect our U.S. federal income tax position.There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in whichwe operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results ofoperations. Similarly, changes in tax laws and regulations that impact our customers and counterparties or the economygenerally may also impact our financial condition and results of operations. 32 Table of ContentsWe may also be audited from time to time and while we generally believe we comply with all filing and reportingrequirements, a regulator may challenge a particular position or interpretation of law or practice. Certain of our entities arecurrently under audit. 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. We operate in several jurisdictions and we could be adversely affected by violations of the U.S. Foreign CorruptPractices Act, the U.K. Bribery 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 of third-partyintellectual property, we may be forced to incur 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 been33 Table of Contentsusing, or we may be required to enter into a license agreement and pay license fees, or we may be required to stop using thetechnology or other intellectual property rights that we had been using. We may be unable to obtain necessary licenses fromthird-parties at a reasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful orunsuccessful, could result 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, weexpect to see slightly higher transactions in the warmer summer months from May through August, which are also aided byincreased vacation and holiday travel. As a result of these seasonal variations, our quarterly operating results may fluctuateand could lead to volatility in the price of our shares. In addition, a recessionary economic environment could reduce thelevel of transactions taking place on our networks, which could have a material adverse impact on our operations and cashflows. 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. 34 Table of ContentsOur U.S. shareholders could suffer tax consequences if we are treated as a “controlled foreign corporation” for U.S.federal income tax purposes. A foreign corporation will be treated as a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposesif, on any day during the taxable year of such foreign corporation, more than 50% of the equity interests in such corporation,measured by reference to the combined voting power or value of the equity of the corporation, is owned directly or byapplication of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Internal Revenue Codeby United States Shareholders. For this purpose, a “United States Shareholder” is any United States person that possessesdirectly, or by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code,10% or more of the combined voting power of all classes of equity in such corporation. Each United States Shareholder ofour Company who owns, directly or indirectly, our common shares on the last day of the taxable year on which we are a CFCwill be required to include in its gross income for United States federal income tax purposes its pro rata share of our “SubpartF income,” even if the Subpart F income is not distributed. Subpart F income generally includes passive income but alsoincludes certain related party sales, manufacturing and services income. Additionally, post US Tax Reform, each UnitedStates Shareholder of our Company may be required to include in its gross income for United States federal income taxpurposes its prorata share of our Global Intangible Low-Taxed Income, even if undistributed. If we are a CFC, the PFIC rulesset forth above, even if we are otherwise considered to be a PFIC, will not be applicable. United States persons who might,directly, indirectly or constructively, acquire 10% or more of our common shares, and therefore might be a United StatesShareholder, should consider the possible application of the CFC rules, and consult a tax advisor with respect to such matter. 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 consumers’ preferences for cash as a payment vehicle;·changes implemented by networks and how they determine interchange rates;·changes in general economic conditions and specific market conditions in the ATM and financial servicesindustries;·competition from other companies providing the same or similar services that we offer;·changes in legislative or regulatory requirements associated with the ATM and financial services industries;·changes in payment trends and offerings in the markets in which we operate;·security or data breaches, cyber-incidents or other business disruptions;·changes in the financial condition and operational execution of our key vendors and service providers;·changes in the mix of our merchant customers;·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;·political or social instability;·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 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;35 Table of Contents·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 affect 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-cash interest expense as a resultof the amortization of the effective original issue discount to the Convertible Notes’ face amount over the term of the notes.Accordingly, we report lower net income in our financial results because of the recognition of both the current period’samortization 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.36 Table of Contents 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. English 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. ITEM 1B. UNRESOLVED STAFF COMMENTS None.37 Table of Contents ITEM 2. PROPERTIES Our North America segment includes offices throughout the U.S., Mexico, and Canada. The principal executive officesare located at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042 where we lease 53,544 square feetof office space. Specifically related to our North America segment, we lease 102,060 square feet of office and warehouse space in northHouston and space for regional offices in Bethesda, Maryland, Chandler, Arizona, and Bloomington, Illinois. Our NorthAmerica segment also leases office and warehouse space in Mexico City, Mexico, Mississauga, Ontario, Calgary andEdmonton Alberta, Montreal, Quebec, Winnipeg, Manitoba, and Vancouver, British Columbia. We also lease 82,602 squarefeet in the Dallas, Texas area, where we manage our EFT transaction processing platforms and have consolidated certainNorth America operations. 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 the vicinity of Melbourne and Brisbane. In New Zealand, we lease anoffice 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. 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 or claims, individually or collectively, to have a material adverse financial or operational impact onthe Company. Additionally, the Company currently expenses all legal costs as they are incurred. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.38 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES Market information and holders. Our common shares trade on The NASDAQ Global Select Market under the symbol“CATM.” As of February 15, 2019, the majority of our shareholders held their shares in “street name” by a nominee of theDepository Trust Company. Dividend information. We have historically not paid, nor do we anticipate paying dividends with respect to our commonshares and are limited in doing so under English law. For additional information related to our restrictions on our ability topay dividends, see Item 8. Financial Statements and Supplementary Data, Note 12. 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 12 companies that includes: (i)ACI Worldwide, Inc. (ACIW), (ii) CSG Systems International, Inc. (CSGS), (iii) Euronet Worldwide, Inc. (EEFT), (iv) EveriHoldings Inc. (EVRI), (v) Fair Isaac Corp. (FICO), (vi) Global Payments, Inc. (GPN), (vii) Jack Henry & Associates, Inc.(JKHY), (viii) Liveramp Holdings, Inc. (RAMP), (ix) MoneyGram International, Inc. (MGI), (x) SS&C Technologies Holdings,Inc. (SSNC), (xi) Total Systems Services, Inc. (TSS), and (xii) WEX, Inc. (WEX), (collectively, the “Peer Group”). We selectedthe Peer Group companies because they are publicly traded companies that: (i) have the same Global Industry ClassificationStandard classification, (ii) earn a similar amount of revenues, (iii) have similar market values, and (iv) provide services thatare similar to 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, 2013, (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. 39 Table of Contents 12/13 12/14 12/15 12/16 12/17 12/18Cardtronics plc $100.00 $88.79 $77.45 $125.59 $42.62 $59.84NASDAQ Composite $100.00 $114.62 $122.81 $133.19 $172.11 $165.84Peer Group $100.00 $103.11 $131.46 $139.45 $191.17 $204.87.40 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, 2018 2017 2016 2015 2014 (In thousands, excluding share and per share information and number of ATMs) Consolidated Statements of Operations Data: Revenues and Income: Total revenues $1,345,243 $1,507,599 $1,265,364 $1,200,301 $1,054,821Income (loss) from operations 70,210 (103,509) 146,379 139,917 104,639Net income (loss) 3,656 (145,351) 87,910 65,981 35,194Net income (loss) attributable to controlling interests andavailable to common shareholders 3,676 (145,350) 87,991 67,080 37,140Per Share Data: Basic net income (loss) per common share $0.08 $(3.19) $1.95 $1.50 $0.83Diluted net income (loss) per common share $0.08 $(3.19) $1.92 $1.48 $0.82Basic weighted average shares outstanding 45,988,775 45,619,679 45,206,119 44,796,701 44,338,408Diluted weighted average shares outstanding 46,436,439 45,619,679 45,821,527 45,368,687 44,867,304 Consolidated Balance Sheets Data: Total cash and cash equivalents $39,940 $51,370 $73,534 $26,297 $31,875Total assets 1,787,344 1,862,716 1,364,696 1,319,935 1,247,566Total long-term debt and capital lease obligations, includingcurrent portion 818,509 918,275 503,320 568,331 604,473Total shareholders' equity 376,772 390,393 456,935 369,793 286,535 Consolidated Statements of Cash Flows Data: Cash flows from operating activities $334,202 $230,587 $272,311 $268,060 $194,739Cash flows from investing activities (108,355) (628,742) (139,203) (209,562) (336,881)Cash flows from financing activities (126,392) 391,424 (78,942) (48,520) 99,248 Operating Data (Unaudited): Total number of ATMs (at period end): ATM operations 88,326 96,539 78,561 77,169 78,217Managed services and processing, net 138,259 134,156 124,572 112,622 31,989Total number of ATMs (at period end) 226,585 230,695 203,133 189,791 110,206 Total transactions (excluding Managed services andprocessing, net) 1,328,971 1,495,586 1,358,409 1,251,626 1,040,241Total cash withdrawal transactions (excluding Managedservices and processing) 864,923 956,919 848,394 759,408 617,419 (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, 2018 includes $17.9 million of impairment and disposal losses on other assets and $6.4 million in redemption costs forearly extinguishment of debt. The years ended December 31, 2018, 2017, 2016, 2015, and 2014 include $3.2 million, $18.9 million, $9.5 million, $27.1 million, and$18.1 million, respectively, in acquisition and divestiture related costs. Additionally, years ended December 31, 2018 and 2017 include $6.6 million and $10.4 million,respectively, in restructuring costs.(2)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 July 1,2016.(3)Our long-term debt as of December 31, 2018 consists of outstanding borrowings under our revolving credit facility, our Convertible Notes, and our 5.50% Senior Notesdue 2025 (the “2025 Notes”). The Convertible Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $263.5 million, as ofDecember 31, 2018, which represents the principal balance of $287.5 million less the unamortized discount and capitalized debt issuance costs of $24.0 million. The2025 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $295.9 million as of December 31, 2018, which represents the principalbalance of $300.0 million less capitalized debt issuance costs of $4.1 million. In accordance with the applicable accounting guidance related to the classification ofcapitalized debt issuance costs, these deferred financing costs related to our Convertible Notes, 2022 Notes (redeemed in December 2018), and 2025 Notes are presentedas a direct deduction from the carrying amount of the related 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.41 (1)(2)(2) (2) (2) (3)(4)Table of Contents 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 2018 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 have also expanded 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 seven 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. We will continue to expand our ATM footprint organically, and launch new products and services that will allow us tofurther leverage our existing ATM network. We may also explore potential acquisitions that are deemed strategicopportunities. We see opportunities to expand our operations through the following efforts: ·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 opportunities to expand into new international markets over time. For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy. Developing 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 traditional42 Table of Contentsphysical branches. This trend toward shifting more customer transactions to online and ATMs has helped financialinstitutions lower their operating costs. As a result, many banks have been reducing the number of physical branches theyoperate. However, financial institution customers still consider convenient access to ATMs to be an important criteria formaintaining an account with a particular financial institution. The closing of physical branches generally results in a removalof the ATMs that were at the closed branch locations and may create a void in physical presence for that financial institution.This creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and towork with the financial 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.Bank-branding of ATMs and participation in surcharge-free networks allow financial institutions to rapidly increasesurcharge-free ATM access for their customers at a lower cost than owning and operating ATM networks. Additionally, manyfinancial institutions find that providing convenient and free access to ATMs is an important factor in customers establishingor maintaining an account with a particular institution. These factors have led to an increase in bank-branding andparticipation in surcharge-free ATM networks and we believe that there will be continued growth in such arrangements. Managed services. While many financial institutions (and some retailers) own and operate significant ATM networksthat serve as extensions of their physical branches 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 an ATM network is not a core competency for the majority of financial institutions and 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 and balance transfers.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 deposit taking, money transfers, and stored-value debit card reload services. Theseadditional automated consumer financial services could result in additional revenue streams for us and could ultimatelyresult in increased profitability. However, they generally would require additional capital expenditures on our part to offerthese 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 Allpoint, we partner with financial institutions that manage stored-value debitcard programs on behalf of corporate entities and governmental agencies, and we are able to provide the users of those cardsconvenient, surcharge-free access to their cash. We believe that the number of stored-value debit cards being issued and incirculation has increased significantly over the last several years and represents a growing portion of our total withdrawaltransactions at our ATMs in the U.S. 43 Table of ContentsGrowth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. (our twolargest markets). We believe the ATM industry will grow faster in certain international markets, as the number of ATMs percapita in those markets increases and begins to approach the levels in the U.S. and the U.K. We believe there is further growthpotential for non-branch ATMs in the other geographic markets in which we operate. ·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 63,000 ATMs were deployed in the U.K. as ofDecember 2018, of which approximately 60% were operated by non-banks (inclusive of our nearly 19,000 ATMs).Electronic payment alternatives have gained popularity in the U.K. and we have seen both the number of ATMdeployments and withdrawals slow in recent years. In January 2017, we expanded our operations in the U.K. throughour acquisition of DCPayments. In light of recent changes to the LINK interchange rate that includes a 5% decreasethat came into effect on July 1, 2018 and a second additional 5% decrease in the LINK interchange rate that wasenacted January 1, 2019, we have changed certain of our ATMs to pay-to-use, whereby we no longer receiveinterchange from the customer’s banks, but instead, the customer now pays us a convenience fee. We have alsoremoved certain ATMs from service and have taken other measures such as slowing our ATM expansion. Foradditional information, see Decrease in interchange rates below. We believe there are growing opportunities withfinancial institutions in this market to outsource certain components of their ATM operations and we are activelyworking to grow our offerings for such services. ·Germany. There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations.The top four independent ATM deployers account for less than 10% of the market as of December 31, 2018.Cardtronics entered the German market in August 2013 through the acquisition of Cardpoint. Cardtronics ispresently the largest independent ATM deployer in Germany with approximately 1,500 ATMs. 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. As a result, this fragmented and potentially under-deployed ATM market is attractive to us and we believe there are a number of opportunities for growth in thismarket. We have recently expanded our ATM count in this market by adding new ATMs with new retail partners.Additionally, we have now partnered with Postbank to provide free-to-use access to their customers at our ATMs. ·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 11,000 ATMs in this market andestimate that there are currently approximately 70,000 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 50,000 ATMs operating in Mexico, most of which are owned by national andregional financial institutions. We currently operate approximately 1,000 ATMs in Mexico and plan to selectivelypursue growth opportunities with retailers and financial institutions in the region. ·Spain. In October 2016, we launched our business in Spain, joining a top Spain ATM network and signingagreements to provide ATMs at multiple retail chains. Spain’s market has approximately 51,000 ATMs, of which wecurrently operate a very small portion. We plan to continue to grow in this market through additional merchant andfinancial institution relationships. ·Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we expandedoperations into Australia and New Zealand. The Australia and New Zealand ATM market has contracted recentlyresponsive to the removal of access fees by the major banks to non-customers. The Australian and New ZealandATM market is comprised of approximately 35,000 ATMs and we are the largest independent ATM deployer in thisregion with approximately 10,000 ATMs. For further information regarding the removal of access fees, see44 Table of ContentsAustralia market changes and asset impairment below. We believe there are opportunities for longer-term growth inAustralia, which would likely include expansion of services to financial institutions in this 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 operator in South Africa, and we have recently grown in this market byexpanding the number of ATMs we operate. We expect to continue to grow in this market with retailers andfinancial institutions. We operate approximately 3,500 ATMs in South Africa and estimate that this market hasapproximately 34,000 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. We also believe thathigher surcharge rates in the market make our surcharge-free offerings more attractive to consumers and other financialinstitutions. 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. by reducing the transaction rates charged to financial institutions and increasing per transaction feescharged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certainfinancial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by othernetworks, resulting in lower net interchange rates per transaction realized by us. If financial institutions move to take furtheradvantage of lower interchange rates, or if networks reduce the interchange rates they currently pay to ATM deployers orincrease their network fees, our future revenues and gross profits could be negatively impacted. We have taken measures tomitigate our exposure to interchange rate reductions by networks, including, but not limited to: (i) where possible, routingtransactions through a preferred network such as Allpoint, where we have influence over the per transaction rate, (ii)negotiating directly with our financial institution partners for contractual interchange rates on transactions involving theircustomers, (iii) developing contractual protection from such rate changes in our agreements with merchants and financialinstitution partners, and (iv) negotiating pricing directly with certain networks. During the year ended December 31, 2018,20.8%, 11.1%, and 0.4% of our total ATM operating revenues were derived from interchange fees in Europe & Africa, NorthAmerica, and Australia & New Zealand, respectively. These fees are subject to pricing changes that we may be unable tooffset through lower payments 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 prior (i.e., operatingcosts from 2016 are considered for determining the 2018 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. In recent years, transactions conducted on our ATMs from these cards have totaled less than 3% of ourannual withdrawal transactions in the U.K. For these transactions, we receive interchange revenues based on rates that are setby Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than therates that have been established by LINK. In July 2018, the LINK interchange rate was reduced by 5% and an additional 5%rate reduction commenced on January 1, 2019. There are no further scheduled rate reductions at this time, but the impact ofthe recent rate reductions has recently adversely impacted our revenues and profits in the U.K. We continue to evaluate andassess the impact of interchange rate decreases on our U.K. business and have taken certain actions and may continue to takeadditional actions to mitigate the impact of the current and potential future price reductions. Mitigating measures haveincluded and in the future may include removal of lower profitability sites, contract renegotiations with certain merchants,conversion of certain ATMs to a direct-charge to the consumer model, and other strategies. The first 5% rate reductionoccurred on July 1, 2018 and it adversely impacted our U.K. profits by approximately $8 million, when taken together withother rate reductions in 2018. The second anticipated 5% decrease in the LINK interchange rate occurred January 1, 2019. Onan unmitigated basis, we expect that these rate reductions will adversely impact our operating income by an incremental $19million in 2019. Should there be a significant change in LINK scheme or its membership, our U.K. interchange revenues andprofits could be adversely impacted. 45 Table of ContentsWithdrawal 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 networkthemselves. We believe there is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, withlower costs and an established operating history, to contract with financial institutions and retailers to manage their ATMnetworks. Such an arrangement could reduce a financial institution’s operating costs while extending its customer service.Furthermore, we believe there are opportunities to provide selected services on an outsourced basis, such as transactionprocessing services, to other independent owners and operators of ATMs. Over the last several years, we have seen increasedparticipation in Allpoint, our surcharge-free network, and growth in bank-branding and managed services. We believe thatthere will be continued growth in all three areas. U.S. same-store cash withdrawal transactions during the year ended December 31, 2018 increased approximately 6%from the same period in 2017. These same-store results were impacted by a number of factors and the discrete impact of eachfactor is difficult to precisely estimate. Growth in Allpoint transactions has positively impacted the same-store growth rate,driven by the expansion in the number of ATMs in Allpoint, growth in the number of financial institutions participating inAllpoint, and increased marketing efforts to existing Allpoint participants. We estimate that the year ended December 31,2018 was also positively impacted by transactions which migrated back to our network following the removal of Allpointfrom 7-Eleven stores on July 1, 2017. Finally, we believe the growth rate during the year ended December 31, 2018 waspositively impacted by higher ATM availability relative to the prior year as a result of the software upgrades and outages in2017 that negatively impacted transaction volumes during the first part of that year. 7-Eleven U.S. relationship. The Company had a long standing relationship with 7-Eleven in the U.S. that ended duringthe quarter ended March 31, 2018. In previous periods, this relationship accounted for a material portion of the Company’sconsolidated revenues and profits. The Company began a transition to 7-Eleven’s new service provider during the thirdquarter of 2017 that was completed in February 2018. 7-Eleven in the U.S. accounted for approximately 12.5% of theCompany’s total revenues for the twelve months ended December 31, 2017 and had an incremental adjusted gross margin ofapproximately 40%, and accounted for $5.7 million, or less than 1% of total revenues in 2018, all of which was primarily inthe first quarter of 2018. Withdrawal transaction and revenue trends - U.K. Historically, the majority of our ATMs in the U.K. have been free-to-use ATMs, meaning the transaction is free to the consumer and we earn an interchange rate paid by the customer’s bank. Wealso operate surcharging or pay-to-use ATMs, which are now increasing in the market and our ATM estate due to the LINKinterchange rate reduction discussed above. During the year ended December 31, 2018, same-store cash withdrawaltransactions in the U.K decreased approximately 4% compared to the same period in 2017. We believe the growth rate wasadversely impacted by changes in consumer payments behavior, where consumers are conducting more tap and paytransactions for small payments at retailers. Australia market changes and asset impairment. In late September 2017, Australia’s four largest banks, CommonwealthBank of Australia (“CBA”), Australia and New Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation(“Westpac”), and National Australia Bank (“NAB”), each separately announced decisions to remove all direct charges to allusers on domestic ATM transactions completed at their respective ATM networks, effectively creating a free-to-use networkof ATMs that did not exist previously. Collectively, these four banks account for approximately one third of the total ATMsin Australia. CBA removed the direct charges in late September 2017, and Westpac, ANZ, and NAB removed the directcharges soon thereafter in October 2017. During the three months ended September 30, 2017, we performed qualitative andquantitative analysis and recognized an impairment of our Australia and New Zealand reporting unit in response to expectedrevenue and profit declines in this market following the banks’ removal of the direct charges. 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 was part of the cardholder’sissuing bank ATM network. There is no broad interchange arrangement in Australia between card issuers and46 Table of ContentsATM operators 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, 2018, approximately 77% of the Company’srevenues in Australia were sourced from direct charges paid by cardholders. Consequently, the actions taken by the largestbanks in Australia in 2017 have resulted in a significant increase in the availability of free-to-use ATMs and could, in thefuture, result in a significant decrease in our revenues. While the direct impact we have experienced has been limited to date,the ultimate impact of this action could increase over time as consumers’ behavior patterns change as a result of theintroduction of a free-to-use network in Australia that did not previously exist. 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. Capital investments. Our capital investments in 2017 and 2016 included significant expenditures to upgrade and replaceATMs at certain locations in response to certain changes in network operating rules. In 2018, only strategic ATMs werepurchased due to the availability of ATMs removed from 7-Eleven locations. Our capital spending in 2018 was driven by thefollowing: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drive transaction growth, (ii)certain software and hardware enhancements required to facilitate our strategic initiatives, enhance security, and retain thenecessary support, (iii) other compliance related matters including terminal upgrades required due to polymer noteintroductions, (iv) long-term renewals of existing merchant contracts, (v) growth opportunities across our enterprise, and (vi)investments in the infrastructure of our business, including the implementation of an enterprise resource planning (“ERP”)system. 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.Although the ultimate impact of Brexit on our business is unknown, we continue to monitor the negotiation of a withdrawalagreement and of a future relationship between the European Union and the U.K. The U.K. is scheduled to exit the EuropeanUnion on March 29, 2019 subject to a transition period presently extending through December 2020. The Britishgovernment and the European Union have negotiated a withdrawal agreement and the European Union has approved thatagreement, but the British Parliament has not. As a result, there remains considerable uncertainty associated with thewithdrawal. Failure to obtain parliamentary approval of the negotiated withdrawal agreement would mean that the U.K.would leave the European Union with no agreement (a so-called “hard Brexit”). The consequences for the economies of theEuropean Union and the U.K. are unknown and unpredictable, especially in the case of a hard Brexit. Dynamic Currency Conversion. On September 27, 2018, Visa notified its members that it will allow DCC oninternational ATM transactions globally effective April 13, 2019. We expect that this rule change will allow us to expandour DCC offerings and enable additional revenue opportunities in certain of our markets. On March 28, 2018, the EuropeanCommission published a proposal to amend European Union regulations applicable to DCC charges. The EuropeanCommission has proposed additional transparency and price comparability requirements on DCC transactions that, if enactedby the European Parliament, would be developed by the European Banking Authority. Our DCC revenues currently accountfor approximately 2% of our total revenues, the majority of which relate to our U.K. operations. With the timing of Brexitscheduled to precede the proposed effective date of regulation, we are uncertain, at this time, if this new proposed regulationwill have any significant impact on our revenues. Regardless of the outcome of Brexit and whether the U.K. adopts theEuropean Unions proposed regulations, we do not believe this regulation will have a material impact on our revenues basedon our current operations and the intended purpose of the proposed regulations. 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. We incurred $10.4 millionof pre-tax expenses related to our Restructuring Plan during the year ended December 31, 2017. During the year endedDecember 31, 2018, we incurred $6.6 million of pre-tax expenses in an effort to continue our cost reduction initiative. Thesecosts consisted of employee severance, and to a lesser extent exit costs related to certain facilities. 47 Table of Contents 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 mostwidely disseminated note in Australia, was introduced on October 18, 2018, with the new $20 note to follow on a date to bedetermined. The introduction of these next generation bank notes has required upgrades to software and physical ATMcomponents on our ATMs in Australia. 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. In accordance with generally accepted accountingprinciples in the U.S. (“U.S. GAAP” or “GAAP”), the effects of changes in tax rates and laws are recognized in the period inwhich the new legislation is enacted. As a result of this legislation, during the three months ended December 31, 2017, weprovisionally recognized one-time net tax benefits totaling $11.6 million. This amount included an estimated one-time taxbenefit of $19.4 million due to the re-measurement of our net deferred tax liabilities, primarily related to the change in theU.S. federal corporate income tax rate from 35% to 21%. Partially offsetting this non-cash book tax benefit, we recognizedduring the three months ended December 31, 2017, an estimated one-time tax expense of $7.8 million on our accumulatedundistributed foreign earnings pertaining to foreign operations under our U.S. business. In accordance with SEC AccountingBulletin No.118 during the twelve months ended December 31, 2018, we reduced the estimated one-time tax related to U.S.Tax Reform by $0.4 million and completed our accounting for the tax effects of this change in law. 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. On January 31, 2017, we completedthe acquisition of Spark, an independent ATM operator in South Africa, with a growing network of approximately 2,300ATMs. The agreed purchase consideration for Spark included initial cash consideration, paid at closing, and potentialadditional contingent consideration. The additional purchase consideration is contingent upon Spark achieving certainagreed upon earnings targets in 2019 and 2020 to be paid in 2020 and 2021, respectively. For additional information related to the acquisitions above, see Item 8. Financial Statements and Supplementary Data,Note 4. Acquisitions. 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. Additionally, the risk of unauthorized circumvention of system controls has been heightened byadvances in computer capabilities and increasing sophistication of hackers. We take a risk-based approach to cybersecurity,and in recognition of the growing threat within our industry and the general marketplace, 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 ourcybersecurity 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 Part 1. Item 1A. Risk Factors Security breaches, including the occurrenceof a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising Company, merchant orvendor data or cardholder information and disrupting our transaction processing services, thus damaging ourrelationships with our merchant customers, business partners, and generally exposing us to liability. Computer viruses orunauthorized software (malware) could harm our business by disrupting or disabling our systems, including transactionprocessing services, causing noncompliance with network rules, damaging our relationships with our merchant andfinancial institution customers, and damaging our reputation causing a decrease in transactions by individualcardholders. 48 Table of ContentsFactors 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 fluctuations of the currencies in the markets in which we operaterelative to the U.S. dollar caused our reported total revenues to be higher by approximately $10.7 million, or 0.8%,for the year ended December 31, 2018 as compared to the prior year. ·Acquisitions. The results of operations for any acquired entities during a particular year have been included in ourconsolidated financial statements for that year since the respective dates of acquisition. Similarly, the results ofoperations for any divested operations have been excluded from our consolidated financial statements since thedates of divestiture. ·7-Eleven ATM removal. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and all ATMoperations in the U.S. were transitioned to the new service provider by the end of February 2018. 7-Eleven in theU.S. accounted for approximately 12.5% of total revenues for the year ended 2017. 7-Eleven in the U.S accountedfor $5.7 million, or less than 1% of total revenues in 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 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. 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. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cashwithdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of thecontracts negotiated with our merchants. In the U.S. and Canada, the Company does not receive surcharge fees fromcardholders whose financial institutions participate in our surcharge-free network or have branded a location;instead, the Company receives interchange and bank-branding or surcharge-free network-branding revenues, whichare discussed below. For certain ATMs, primarily those owned and operated by merchants, the Company does notreceive any portion of the surcharge but rather the entire surcharge fee is earned by the merchant. In the U.K., ATMdeployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on withdrawal and certain other transactions. Thesefees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., the Company only earns asurcharge fee paid by the cardholder on withdrawal transactions, and interchange is only paid by the cardholder’sfinancial institution on other non-withdrawal transaction types. In Germany, Australia & New Zealand, and Mexico,the Company collects surcharge fees on withdrawal transactions but generally does not receive interchange revenue.In South Africa, the Company generally earns interchange revenues only, the amount of which varies by transactiontype and customer arrangement. Surcharge revenues, as described above, are recognized daily as the associatedtransactions are processed. ·Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s useof an ATM that is owned by another operator and for the fee the EFT network charges to transmit data between theATM and the cardholder’s financial institution. The Company typically receives a majority of the interchange49 Table of Contentsfee paid by the cardholder’s financial institution, net of the amount retained by the EFT network and the Companyrecognizes the net amount received from the network as revenue. In some markets in which the Company operates,interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, includingbalance inquiries and balance transfers. Interchange revenues are subject to variable terms and are recognized dailyas the associated transactions are processed. ·Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, certain ATMs that areowned and operated by us are branded with the logo of the branding financial institution. The financial institution’scustomers have access to use those bank-branded ATM’s without paying a surcharge fee. Under the Company’ssurcharge-free network arrangements, financial institutions that participate pay either a fixed monthly fee percardholder or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs.Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or percardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement. Under Allpoint, financial institutions that participate in the network pay us either a fixed monthly fee per cardholderor a fixed fee per transaction in exchange for us providing their cardholders with surcharge-free ATM access to ourlarge network of ATMs. These fees are meant to compensate us for the lack of surcharge revenues. Although weforego surcharge revenues on those transactions, we continue to earn interchange revenues at a per transaction ratethat is usually set by Allpoint. Allpoint also works with financial institutions that manage stored-value debit cardprograms on behalf of corporate entities and governmental agencies, including general purpose, payroll, and benefitcards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit cardor per transaction in return for allowing the users of those cards surcharge-free access to the Allpoint’s participatingATM network. The 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, the Company offers ATM-related servicesdepending on the needs of our customers, including monitoring, maintenance, cash management, cash delivery,customer service, transaction processing, and other services. Under a managed services arrangement, all of thesurcharge and interchange fees are generally earned by the customer, whereas the Company typically receives afixed management fee per ATM and/or a fixed fee per transaction in return for providing the agreed-upon operatingservices. The managed services fees are recognized as the related services are provided. ·Other revenue. Other revenues include ATM operating revenues from transaction processing for third-party ATMoperators. The Company also earns ATM operating revenues related to advertising and other services. The Companytypically recognizes these revenues as the related services are provided. The following table presents the components of our total ATM operating revenues: Year Ended December 31, 2018 2017 2016Surcharge revenue 44.1% 45.7% 40.1%Interchange revenue 32.4 32.7 37.3 Bank-branding and surcharge-free network revenues 13.9 13.2 15.7 Other revenues, including managed services 9.6 8.4 6.9 Total ATM operating revenues 100.0% 100.0% 100.0% ATM product sales and other revenues. The Company presents revenues from other product sales and services in theATM product sales and services line in the accompanying Consolidated Statements of Operations. 50 Table of ContentsThe Company earns revenues from the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenues related to these activities are recognized when the equipment is delivered to thecustomer and the Company has completed all required installation and set-up procedures. With respect to the sale of ATMsto Value-Added-Resellers (“VARs”), the Company recognizes revenues related to such sales when the equipment is deliveredto the VAR. 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 costs 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. The fee amount depends on a variety of factors, including the type of arrangement under which the ATM isplaced, 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 derivatives of varying notionalamounts through 2023 for our current and anticipated outstanding vault cash rental obligations. This cost categoryalso includes the income/expense realized from interest rate derivatives designated as hedges of our vault cash rentalexpense. ·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 bank fees, and other costs. This category excludes the cost of our wholly-owned cashdelivery operation in the U.K., as those costs are reported in the Other expenses line 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 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 few 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 as51 Table of Contentsdelivery and installation expenses. Additionally, this category includes costs related to providing maintenanceservices to third-party customers in the U.K. The following table presents the components of our total cost of ATM operating revenues: Year Ended December 31, 2018 2017 2016Merchant commissions 48.6% 50.3% 47.3%Vault cash rental 8.3 8.1 9.3 Other costs of cash 10.6 10.0 10.3 Repairs and maintenance 8.1 8.7 9.7 Communications 3.7 4.0 4.1 Transaction processing 2.4 2.4 2.1 Stock-based compensation 0.1 0.1 0.1 Employee costs 10.0 8.4 8.7 Other expenses 8.2 8.0 8.4 Total cost of ATM operating revenues 100.0% 100.0% 100.0% We 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 to a combination ofsurcharge, interchange, bank-branding and surcharge-free network revenues, and managed services revenues, as well as thelevel of our related costs. 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 related expenses, redomicile-related expenses,restructuring expenses, depreciation and accretion expense, amortization of our acquired merchant and bank-brandingcontracts/relationships, and other amortizable intangible assets are also components of our Other operating expenses. Wedepreciate our ATMs and ATM-related equipment on a straight-line basis over the estimated life of such equipment andamortize the value of acquired intangible assets over the estimated lives of such assets. 52 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, 2018 2017 2016 (In thousands, excluding percentages)Revenues: ATM operating revenues $1,292,93096.1% $1,451,37296.3% $1,212,86395.9%ATM product sales and other revenues 52,3133.9 56,2273.7 52,5014.1 Total revenues 1,345,243100.0 1,507,599100.0 1,265,364100.0 Cost of revenues: Cost of ATM operating revenues (excludesdepreciation, accretion, and amortization ofintangible assets reported separately below. 855,94863.6 951,67063.1 768,20060.7 Cost of ATM product sales and other revenues 41,8353.1 47,4503.1 45,8873.6 Total cost of revenues 897,78366.7 999,12066.3 814,08764.3 Operating expenses: Selling, general, and administrative expenses 170,49012.7 174,23711.6 153,78212.2 Redomicile-related expenses — — 7820.1 13,7471.1 Restructuring expenses 6,5860.5 10,3540.7 — — Acquisition related expenses 3,1910.2 18,9171.3 9,5130.8 Goodwill and intangible asset impairment — — 194,52112.9 — — Depreciation and accretion expense 126,1999.4 122,0368.1 90,9537.2 Amortization of intangible assets 52,9113.9 57,8663.8 36,8222.9 Loss on disposal and impairment of assets 17,8731.3 33,2752.2 810.0 Total operating expenses 377,25028.0 611,98840.6 304,89824.1 Income (loss) from operations 70,2105.2 (103,509)(6.9) 146,37911.6 Other expenses: Interest expense, net 35,4292.6 35,0362.3 17,3601.4 Amortization of deferred financing costs and notediscount 14,8871.1 12,5740.8 11,5290.9 Redemption costs for early extinguishment ofdebt 6,4080.5 — — — — Other (income) expense (627) — 3,5240.2 2,9580.2 Total other expenses 56,0974.2 51,1343.4 31,8472.5 Income (loss) before income taxes 14,1131.0 (154,643)(10.3) 114,5329.1 Income tax expense (benefit) 10,4570.8 (9,292)(0.6) 26,6222.1 Net income (loss) 3,6560.3 (145,351)(9.6) 87,9106.9 Net loss attributable to noncontrolling interests (20) — (1) — (81)(0.0) Net income (loss) attributable to controllinginterests and available to common shareholders $3,6760.3% $(145,350)(9.6)% $87,9917.0% (1)Effective January 1, 2018, we adopted Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customersusing the modified retrospective approach. Historical revenue reflects amounts previously reported. These amounts have not been restatedhere or in the tables that follow.(2)Excludes effects of depreciation, accretion, and amortization of intangible assets of $145.7 million, $148.0 million, and $107.5 million forthe years ended December 31, 2018, 2017, and 2016, 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 10.8%, 9.8%, and 8.5% for the years endedDecember 31, 2018, 2017, and 2016, respectively.(3)Includes share-based compensation expense of $14.9 million, $13.9 million, and $20.6 million for the years ended December 31, 2018,2017, and 2016, respectively.53 (1)(3)Table of ContentsKey Operating Metrics The following table reflects certain key measures that gauge our operating performance for the periods indicated: Year Ended December 31, 2018 % Change 2017 Average number of transacting ATMs: North America 44,513 (13.5)% 51,472 Europe & Africa 24,609 (4.2) 25,678 Australia & New Zealand 7,988 (8.7) 8,752 Total Company-owned 77,110 (10.2) 85,902 North America 14,030 (7.3) 15,141 Europe & Africa 153 (75.2) 616 Australia & New Zealand 103 - 103 Total Merchant-owned 14,286 (9.9) 15,860 Average number of transacting ATMs – ATM operations 91,396 (10.2) 101,762 Managed Services and Processing: North America 135,796 3.9 130,687 Australia & New Zealand 1,998 6.1 1,883 Average number of transacting ATMs – Managed services and processing 137,794 3.9 132,570 Total average number of transacting ATMs 229,190 (2.2) 234,332 Total transactions (in thousands): ATM operations 1,328,971 (11.1) 1,495,586 Managed services and processing, net 1,136,188 7.4 1,057,999 Total transactions 2,465,159 (3.5) 2,553,585 Total cash withdrawal transactions (in thousands): ATM operations 864,923 (9.6) 956,919 Per ATM per month amounts (excludes managed services and processing): Cash withdrawal transactions 789 0.6 784 ATM operating revenues $1,087 (1.8) $1,107 Cost of ATM operating revenues 741 0.3 739 ATM adjusted operating gross profit $346 (6.0)% $368 ATM adjusted operating gross profit margin 31.8% 33.2% (1)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.(2)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in theaccompanying Consolidated Statements of Operations. For additional information, see Item 8. Financial Statements and SupplementaryData, Note 1. Basis of Presentation and Summary of Significant Accounting Policies – (d) Cost of ATM Operating RevenuesPresentation. 54 (1)(1) (2)(1) (2)Table of ContentsRevenues Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages)North America ATM operating revenues $786,620 (15.7)% $932,962 8.3% $861,339ATM product sales and other revenues 42,665 (10.0) 47,423 0.8 47,058North America total revenues 829,285 (15.4) 980,385 7.9 908,397Europe & Africa ATM operating revenues 400,391 1.1 396,229 9.5 361,967ATM product sales and other revenues 9,379 9.0 8,603 58.1 5,443Europe & Africa total revenues 409,770 1.2 404,832 10.2 367,410Australia & New Zealand ATM operating revenues 117,138 (11.6) 132,581 n/m —ATM product sales and other revenues 269 (18.7) 331 n/m —Australia & New Zealand total revenues 117,407 (11.7) 132,912 n/m — Eliminations (11,219) 6.5 (10,530) 0.8 (10,443) Total ATM operating revenues 1,292,930 (10.9) 1,451,372 19.7 1,212,863Total ATM product sales and other revenues 52,313 (7.0) 56,227 7.1 52,501Total revenues $1,345,243 (10.8)% $1,507,599 19.1% $1,265,364 55 Table of ContentsATM operating revenues. ATM operating revenues during the years ended December 31, 2018 and 2017 decreased $158.4 million and increased $238.5 million, respectively, compared to the prior years. The following tables detail, bysegment, the changes in the various components of ATM operating revenues for the periods indicated: Year Ended December 31, 2018 2017 Change % Change (In thousands, excluding percentages)North America Surcharge revenues $359,154 $442,271 $(83,117) (18.8)%Interchange revenues 143,803 197,042 (53,239) (27.0) Bank-branding and surcharge-free networkrevenues 179,760 191,016 (11,256) (5.9) Managed services revenues 50,269 49,727 542 1.1 Other revenues 53,634 52,906 728 1.4 North America total ATM operating revenues 786,620 932,962 (146,342) (15.7) Europe & Africa Surcharge revenues 120,906 113,052 7,854 6.9 Interchange revenues 269,064 272,502 (3,438) (1.3) Other revenues 10,421 10,675 (254) (2.4) Europe & Africa total ATM operating revenues 400,391 396,229 4,162 1.1 Australia & New Zealand Surcharge revenues 90,110 108,224 (18,114) (16.7) Interchange revenues 5,451 4,416 1,035 23.4 Bank-branding and surcharge-free networkrevenues — 86 (86) (100.0) Managed services revenues 16,462 15,024 1,438 9.6 Other revenues 5,115 4,831 284 5.9 Australia & New Zealand total ATM operatingrevenues 117,138 132,581 (15,443) (11.6) Eliminations (11,219) (10,400) (819) 7.9 Total ATM operating revenues $1,292,930 $1,451,372 $(158,442) (10.9)% 56 Table of Contents 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 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 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 Total ATM operating revenues 132,581 — 132,581 n/m Corporate & Other Eliminations (10,400) (10,443) 43 (0.4) Total ATM operating revenues $1,451,372 $1,212,863 $238,509 19.7% North America. During the year ended December 31, 2018, our ATM operating revenues in our North Americasegment decreased $146.3 million compared to the prior year. The decrease was primarily attributable to lower revenue in theU.S. related to the removal of ATMs at 7-Eleven locations during the second half of 2017 and the first two months of 2018.Revenues attributable to 7-Eleven locations in the U.S. were approximately 20% of North America revenues in 2017 and$5.7 million, or less than 1% of North America revenues in 2018. The decline attributable to the loss of the 7-Elevenrelationship was partially offset by growth in the rest of the U.S. business impacted by higher same-store transactions andincreases in bank-branding and surcharge-free network revenues. In addition, during the first half of 2017, we experiencedsoftware related issues in conjunction with our ATM upgrades and EMV compliance effort, as well as a service disruption at anumber of ATMs caused by a third-party software issue, which caused some downtime at a significant number of our ATMs.During 2018, the Company experienced high levels of availability across its U.S. ATMs. During the year ended December 31, 2017, our ATM operating revenues in our North America segment increased$71.6 million compared to the prior year. This increase was primarily attributable to higher revenue in Canada and Mexicoresulting from the DCPayments acquisition. The revenue increase was partially offset by the loss of 7-Eleven in the U.S. Weestimate that the 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. For additional information related to recent trends that have impacted, and may continue to impact, the revenues fromour North America segment, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.S.above. Europe & Africa. During the year ended December 31, 2018, our ATM operating revenues in our Europe & Africasegment increased by $4.2 million compared to the prior year. Our ATM operating revenues would have been lower byapproximately $13.6 million, absent foreign currency exchange rate movements. Adjusted for foreign currency movements,ATM operating revenues decreased 2% driven by a decline in same-store transactions and fewer transacting57 Table of ContentsATMs in the U.K., along with a decrease in the LINK interchange rate in the U.K. that became effective July 1, 2018. Thedecline in U.K. revenue was partially offset by an increase in the number of transacting ATMs from new ATM placementagreements in South Africa, Germany, Spain, and Ireland. For additional information related to our constant-currencycalculations, see Non-GAAP Financial Measures below. During the year ended December 31, 2017 our ATM operating revenues in our Europe & Africa segment increased by$34.3 million compared to the prior year. Our ATM operating revenues would have been higher by approximately $16.1million, or an additional 4.1%, absent adverse foreign currency exchange rate movements relative to 2016. Excluding theforeign currency exchange rate movements, the increase was primarily attributable to the Spark (South Africa) andDCPayments (the U.K. component of the business) acquisitions, as well as organic ATM operating revenue growth, driven byan increase in the number of transacting ATMs related to recent ATM placement agreements with new merchants, partiallyoffset by lower same-store transactions in the U.K. For additional information related to our 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 & Africa segment, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.K.above. Australia & New Zealand. During the year ended December 31, 2018, our ATM operating revenues in our Australia &New Zealand segment decreased $15.4 million or 11.6% compared to the prior year. Our ATM operating revenues wouldhave been higher by approximately $3 million for the year ended December 31, 2018, absent the foreign currency exchangerate movements. Adjusted for foreign currency movements, ATM operating revenues decreased 9.4% primarily due to adecline in the number of transacting ATMs and fewer transactions per ATM. 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 not previously have operations inAustralia or New Zealand. The DCPayments acquisition was completed on January 6, 2017, and our results for the year endedDecember 31, 2017 reflect the ATM operating revenues from this date. ATM product sales and other revenues. During the year ended December 31, 2018, our ATM product sales and otherrevenues decreased $3.9 million compared to the prior year. The decrease was primarily related to lower equipment sales inour North America segment. During the year ended December 31, 2017, our ATM product sales and other revenues increased $3.7 million comparedto the prior year. The increase was primarily related to additional equipment sales in our North America and Europe & Africasegments, driven by the DCPayments acquisition and their impact on Canada and the U.K. 58 Table of ContentsCost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets) Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) North America Cost of ATM operating revenues $527,868 (14.6)% $618,379 13.1% $546,544 Cost of ATM product sales and other revenues 37,009 (7.0) 39,775 (12.9) 45,646 North America total cost of revenue 564,877 (14.2) 658,154 11.1 592,190 Europe & Africa Cost of ATM operating revenues 248,342 1.5 244,647 5.8 231,223 Cost of ATM product sales and other revenues 3,753 (31.4) 5,472 n/m 241 Europe & Africa total cost of revenues 252,095 0.8 250,119 8.1 231,464 Australia & New Zealand Cost of ATM operating revenues 85,741 (8.9) 94,147 n/m — Cost of ATM product sales and other revenues 1,073 (53.9) 2,326 n/m — Australia & New Zealand total cost of revenues 86,814 (10.0) 96,473 n/m — Corporate total cost of revenues 788 (31.2) 1,146 31.0 875 Eliminations (6,791) 0.3 (6,772) (35.1) (10,442) Cost of ATM operating revenues 855,948 (10.1) 951,670 23.9 768,200 Cost of ATM product sales and other revenues 41,835 (11.8) 47,450 3.4 45,887 Total cost of revenues $897,783 (10.1)% $999,120 22.7% $814,087 59 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, 2018 and 2017, respectively, decreased $95.7 million or 10.1% compared to prior years. The decrease in theCost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) was primarilyattributable to the decrease in ATM operating revenue, largely due to the removal of ATMs at 7-Eleven locations in theU.S. The following tables detail, by segment, changes in the various components of the cost of ATM operating revenues(exclusive of depreciation, accretion, and amortization of intangible assets) for the periods indicated: Year Ended December 31, 2018 2017 Change % Change (In thousands, excluding percentages)Cost of ATM operating revenues North America Merchant commissions $265,110 $317,535 $(52,425) (16.5)%Vault cash rental 48,056 54,911 (6,855) (12.5) Other costs of cash 58,492 69,516 (11,024) (15.9) Repairs and maintenance 45,368 60,718 (15,350) (25.3) Communications 15,760 21,162 (5,402) (25.5) Transaction processing 5,900 8,270 (2,370) (28.7) Employee costs 35,678 33,340 2,338 7.0 Other expenses 53,504 52,927 577 1.1 North America total cost of ATM operating revenues 527,868 618,379 (90,511) (14.6) Europe & Africa Merchant commissions 103,203 106,522 (3,319) (3.1) Vault cash rental 14,391 13,603 788 5.8 Other costs of cash 23,820 17,057 6,763 39.6 Repairs and maintenance 14,999 14,142 857 6.1 Communications 12,592 12,032 560 4.7 Transaction processing 17,868 17,224 644 3.7 Employee costs 44,584 40,589 3,995 9.8 Other expenses 16,885 23,478 (6,593) (28.1) Europe & Africa total cost of ATM operating revenues 248,342 244,647 3,695 1.5 Australia & New Zealand Merchant commissions 47,345 54,449 (7,104) (13.0) Vault cash rental 8,947 8,987 (40) (0.4) Other costs of cash 8,043 8,828 (785) (8.9) Repairs and maintenance 9,105 8,188 917 11.2 Communications 3,477 4,583 (1,106) (24.1) Transaction processing 2,355 2,447 (92) (3.8) Employee costs 5,308 5,575 (267) (4.8) Other expenses 1,161 1,090 71 6.5 Australia & New Zealand total cost of ATM operating revenues 85,741 94,147 (8,406) (8.9) Corporate 788 1,146 (358) (31.2) Eliminations (6,791) (6,649) (142) 2.1 Total cost of ATM operating revenues $855,948 $951,670 $(95,722) (10.1)% 60 Table of Contents 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 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 total cost of ATM operating revenues 244,647 231,223 13,424 5.8 Australia & New Zealand — n/m 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 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% North America. During the year ended December 31, 2018, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) decreased $90.5 million compared to the prior year. Thedecrease was attributable to the following: (i) the decline in costs across most categories as a result of the removal of ATMs at7-Eleven locations in the U.S., (ii) improved operational efficiency, (iii) lower other cost of cash in 2018 primarily due tolower charges from networks for suspected fraudulent transactions following the EMV liability shift on the MasterCardnetwork, and (iv) lower repair and maintenance costs in 2018 compared to 2017 related primarily to the software upgrades atcertain Company-owned ATMs during 2017. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive of depreciation, accretion,and amortization of intangible assets) increased $71.8 million compared to the prior year. The increase was attributable to thefollowing: (i) incremental costs in Canada and Mexico resulting from the DCPayments acquisition, (ii) higher other cost ofcash in the U.S. driven by charges from networks associated with suspected fraudulent transactions following the EMVliability shift on the Visa network, (iii) higher maintenance costs in the U.S. related primarily to recent software upgrades atcertain Company-owned ATMs, and (iv) higher merchant commission expense associated with our recent contract renewals.These increases were partially offset by a decrease in vault cash rental expense in the U.S. as a result of61 Table of Contentsvault cash interest savings associated with lower fixed rates and notional amounts outstanding on our interest rate swaps.Additionally, as the ATMs at 7-Eleven locations were removed during the latter part of 2017, our operating expensesassociated with these locations were reduced. Europe & Africa. During the year ended December 31, 2018, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangible assets) increased $3.7 million. Excluding foreign currency exchangerate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibleassets) decreased $4.8 million, or 2.0%. This constant-currency decline in our cost of ATM operating revenues is primarilydue to the revisions of our estimated liability for business rates (property taxes) on ATMs recognized during the six monthsended June 30, 2018 and lower merchant commissions in line with the constant currency decrease in revenue, partially offsetby higher physical cash losses in the U.K. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below. During the year ended December 31, 2017 our cost of ATM operating revenues (exclusive of depreciation, accretion, andamortization of intangible assets) increased $13.4 million compared to the prior year. Excluding foreign currency exchangerate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibleassets) increased $23.5 million, or 10%. The increase is consistent with the increase in ATM operating revenues (also on aconstant-currency basis) during the period. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below. Additionally, we continued to realize operational efficiencies across our maintenance andcash replenishment functions. Australia & New Zealand. During the year ended December 31, 2018, our cost of ATM operating revenues (exclusive ofdepreciation, accretion, and amortization of intangibles assets) decreased $8.4 million, or 8.9%, compared to the same periodof 2017. This change is directionally consistent with the decline in ATM operating revenues resulting from a decline in thenumber of transacting ATMs and fewer transactions per ATM. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive of depreciation, accretion,and amortization of intangibles assets) were $94.1 million, all of which was attributable to the DCPayments acquisition, aswe did not previously have operations in Australia or New Zealand. The DCPayments acquisition was completed on January6, 2017, and our results for the year ended December 31, 2017 reflect the cost of ATM operating revenues from this date. Cost of ATM product sales and other revenues. During the year ended December 31, 2018, our cost of ATM productsales and other revenues decreased $5.6 million or 11.8%, compared to the prior year. This decrease was directionallyconsistent with the decrease in related revenues discussed above. During the year ended December 31, 2017, our cost of ATM product sales and other revenues increased $1.6 million.This increase was also directionally consistent with the increase in related revenues, as discussed above. 62 Table of ContentsSelling, General, and Administrative Expenses Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Selling, general, and administrative expenses $155,618 (3.0)% $160,385 20.4% $133,227 Share-based compensation expense 14,872 7.4 13,852 (32.6) 20,555 Total selling, general, and administrativeexpenses $170,490 (2.2)% $174,237 13.3% $153,782 Percentage of total revenues: Selling, general, and administrative expenses 11.6% 10.6% 10.5%Share-based compensation expense 1.1 0.9 1.6 Total selling, general, and administrativeexpenses 12.7% 11.6% 12.2% Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation. SG&Aexpenses, excluding share-based compensation, decreased $4.8 million, or 3.0% during the year ended December 31, 2018compared to the prior year. The decrease was primarily due to our restructuring efforts, discussed further below, whichcommenced in 2017, partially offset by the impact of currency rate movements. SG&A expenses, excluding share-based compensation, increased $27.2 million during the year ended December 31,2017 compared to the prior year. The increase was primarily driven by additional SG&A expenses associated with theacquisitions completed during 2017, partially offset by the savings derived from our Restructuring Plan. Share-based compensation. Share-based compensation increased $1.0 million during the year endedDecember 31, 2018 compared to the prior year, primarily driven by a higher estimated level of payout for the performance-based share awards in 2018 compared to the prior year. In addition, the 2017 expense amount was reduced by ourRestructuring Plan, as discussed below. Share-based compensation decreased $6.7 million during the year ended December 31, 2017 compared to the prior year,partially attributable to a higher level of forfeitures during the period as a result of our 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. Additionally, we recognized a lower estimated level of payout forthe performance-based share awards in 2017 compared to the prior year. For additional information related to equity awards,see Item 8. Financial Statements and Supplementary Data, Note 5. Share-Based Compensation. 63 Table of ContentsRedomicile-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 related to the changing of thecorporate legal entity structure. For additional information, see Developing Trends and Recent Events - Redomicile to theU.K. above. 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 included workforce reductions,facilities closures, contract terminations, and other cost reduction measures. We incurred $10.4 million of pre-tax expensesrelated to our Restructuring Plan during the year ended December 31, 2017. During the year ended December 31, 2018, weincurred $6.6 million of pre-tax expenses in an effort to continue our cost reduction initiative. These costs consisted ofemployee severance and to a lesser extent exit costs related to certain facilities. For additional information see Item 8.Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant AccountingPolicies – (f) Restructuring Expenses. Acquisition related Expenses Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Acquisition related expenses $3,191 (83.1)% $18,917 98.9% $9,513 Percentage of total revenues 0.2% 1.3% 0.8% Acquisition related expenses. For the year ended December 31, 2018, acquisition related expenses included acquisitionrelated professional fees, employee severance, and lease termination costs related to certain operations of DCPayments. Forthe year ended December 31, 2017, acquisition related expenses included professional services and other costs associatedwith the completion and integration of the DCPayments and Spark acquisitions in January 2017. Goodwill and Intangible Asset Impairment Goodwill and intangible asset impairment. During the three months ended September 30, 2017, as a result of anunexpected market shift in Australia caused by the announcement by its four largest banks to remove direct charges to allusers at their ATMs, we recognized $140.0 million and $54.5 million in impairment charges to reduce the carrying values ofgoodwill and intangible assets, respectively, associated with our Australia & New Zealand segment. No impairmentindicators were noted during the year ended December 31, 2018 based on the Company’s assessment of qualitative factors.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 Policies – (l) Intangible Assets Other than Goodwill and (m)Goodwill.64 Table of Contents Depreciation and Accretion Expense Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Depreciation and accretion expense $126,199 3.4% $122,036 34.2% $90,953 Percentage of total revenues 9.4% 8.1% 7.2% Depreciation and accretion expense. For the year ended December 31, 2018, depreciation and accretion expenseincreased $4.2 million, or 3.4%, compared to the prior year. This increase was primarily due to capital additions during 2018and 2017 and foreign currency exchange rate movements. For the year ended December 31, 2017, depreciation and accretion expense increased $31.1 million, or 34.2%, comparedto the prior year. This increase was primarily driven by the assets we acquired in the acquisitions completed during January2017, and to a lesser extent, incremental depreciation expense associated with U.S. ATM upgrades and replacements. Amortization of Intangible Assets Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Amortization of intangible assets $52,911 (8.6)% $57,866 57.2% $36,822 Percentage of total revenues 3.9% 3.8% 2.9% Amortization of intangible assets. The decrease in amortization of intangible assets of $5.0 million for the year endedDecember 31, 2018 compared to the prior year was driven by the $54.5 million intangible asset impairment charge taken inthe third quarter of 2017 related to our Australia & New Zealand segment, which reduced the overall value of our intangibleassets subject to amortization. The increase in amortization of intangible assets of $21.0 million for the year ended December 31, 2017 compared to theprior year was driven by the additional intangible assets that were recognized in connection with the acquisitions completedduring January 2017. For additional information related to acquisitions, see Item 8. Financial Statements and SupplementaryData, Note 4. Acquisitions. Loss on Disposal and Impairment of Assets Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Loss on disposal and impairment of assets $17,873 n/m $33,275 n/m $81 Percentage of total revenues 1.3% 2.2% n/m 65 Table of ContentsLoss on disposal and impairment of assets. For the year ended December 31, 2018, the loss on disposal and impairmentof assets was $17.9 million. The losses on disposal and impairment of assets were primarily recognized during the six monthsended June 30, 2018 upon our decision to not redeploy certain ATM models. Although many ATMs in our U.S. operationsthat were impaired were deployable, a combination of many factors including the size, functionality, estimated upgradecosts, and availability of suitable placement locations resulted in a change of plans relative to certain models such that theunits not currently in service were deemed not likely to be deployed. These ATM assets, with a net book value ofapproximately $7 million, were written down to their estimated net realizable value. The remaining loss was a result of otherATM asset disposals in the ordinary course of business and disposals related to the exit from a leased facility in the U.K. thatoccurred in the three months ended March 31, 2018. For the year ended December 31, 2017, the loss on disposal and impairment of assets was $33.3 million. The increaserelative to the prior period was primarily a result of an unexpected market shift in Australia following the announcement bythe country’s four largest banks that they will remove direct charges to all consumers at their ATMs. Following thisannouncement, we recognized $21.5 million in impairment charges to reduce the carrying values of certain long-lived assetsand adjust the inventory associated with our Australia & New Zealand segment to its estimated net realizable value. Foradditional information related to this unexpected market shift in Australia, see Item 1. Financial Statements, Note 1. Basis ofPresentation and Summary of Significant Accounting – (l) Intangibles Assets Other Than Goodwill and (m) Goodwill.During 2017, we also identified certain assets that we assessed as likely to be abandoned or are no longer capable ofrecovering their carrying values and recognized an additional $11.8 million in asset impairment and disposal charges,primarily in our U.S. business. Interest Expense, net Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Interest expense, net $35,429 1.1% $35,036 101.8% $17,360 Amortization of deferred financing costs and notediscount 14,887 18.4 12,574 9.1 11,529 Total interest expense, net $50,316 $47,610 $28,889 Percentage of total revenues 3.7% 3.2% 2.3% Interest expense, net. Interest expense, net, increased $0.4 million during the year ended December 31, 2018, comparedto the prior year. The increase was attributable to the issuance of our 2025 Notes during the second quarter of 2017, whichhad a higher interest rate than the rate under our revolving credit facility, which was partially repaid with the proceeds fromthe issuances of these notes. Amortization of deferred financing costs and note discount. Amortization of deferred financing costs and note discountduring the year ended December 31, 2018, increased approximately $2.3 million from the prior year due to the write-off ofapproximately $1.4 million in deferred financing costs in conjunction with our redemption of the 5.125% Senior Notes due2022 ( “2022 Notes”). Amortization of deferred financing costs and note discount during the year ended December 31, 2017, was up slightlyfrom the prior year related to additional financing costs incurred in 2017 related to our 2025 Notes, which are beingamortized over the life of the instrument. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 12. Long-Term Debt. 66 Table of ContentsRedemption Costs for Early Extinguishment of Debt In connection with the early extinguishment of the 2022 Notes, we recorded a $6.4 million pre-tax charge related tothe premium paid for the redemption, which is included in the Redemption costs for early extinguishment of debt line in theaccompanying Consolidated Statements of Operations in the year ended December 31, 2018. For additional information, seeItem 8. Financial Statements and Supplementary Data, Note 12. Long-Term Debt. Income Tax Expense (Benefit) Year Ended December 31, 2018 % Change 2017 % Change 2016 (In thousands, excluding percentages) Income tax expense (benefit) $10,457 (212.5)% $(9,292) (134.9)% $26,622 Effective tax rate 74.1% 6.0% 23.2% Income tax expense. Our income tax expense (benefit) for the year ended December 31, 2018 totaled $10.5 millionresulting in an effective tax rate of 74%, compared to an income tax benefit of $9.3 million, and an effective tax rate of 6.0%,for the same period of 2017. The increase in the effective tax rate for the year ended December 31, 2018, was largelyattributable to (i) the limitation of interest expense the Company could deduct in the U.S. as a result of U.S. Tax Reform, (ii)the additional tax expense related to share-based compensation in 2018, compared to an excess tax benefit in the sameperiod of 2017, and (iii) the goodwill impairment recognized during the year ended December 31, 2017, resulting in a loss inearnings that was not deductible. Non-GAAP Financial Measures DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION In order to assist readers of our consolidated financial statements in understanding the operating results that managementuses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures as acomplement to financial results prepared in accordance with U.S. GAAP: EBITDA, Adjusted EBITDA, Adjusted EBITA,Adjusted Net Income, Adjusted Net Income per diluted share, Adjusted Free Cash Flow, and certain other results presented ona constant-currency basis. We believe that the presentation of these measures and the identification of notable, non-cash,and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhance an investor’sunderstanding of the underlying trends in our business and provide for better comparability between periods in differentyears. We also believe that these measures are relevant and provide useful information widely used by analysts, investors andother interested parties in our industry to provide a baseline for evaluating and comparing our operating performance and, inthe case of free cash flow, our liquidity results. We use these non-GAAP financial measures in managing and measuring theperformance of our business, including setting and measuring incentive based compensation for management. Furthermore, the non-GAAP financial measures presented herein should not be considered in isolation or as a substitutefor operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flowmeasures contained within our consolidated financial statements. The non-GAAP measures that we use are not defined in thesame manner by all companies and therefore may not be comparable to other similarly titled measures of other companies. 67 Table of Contents EBITDA, Adjusted EBITDA, and EBITA EBITDA adds interest, income, depreciation and amortization to net income. Adjusted EBITDA and Adjusted EBITAexcludes amortization of intangible assets, share-based compensation expense, acquisition related expenses, certain non-operating expenses, (if applicable in a particular period) certain costs not anticipated to occur in future periods, gains orlosses on disposal and impairment of assets, our obligation for the payment of income taxes, interest expense, and otherobligations such as capital expenditures, and includes an adjustment for noncontrolling interests. Depreciation and accretionexpense and amortization of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantiallyfrom company to company within our industry depending upon accounting methods and book values of assets, capitalstructures, and the methods by which the assets were acquired. Adjusted Net Income, Adjusted Net Income per Diluted Share, and Adjusted Tax Rate Adjusted Net Income represents net income computed in accordance with U.S. GAAP, before amortization of intangibleassets, gains or losses on disposal and impairment of assets, share-based compensation expense, certain other expenseamounts, acquisition related expenses, certain non-operating expenses, and (if applicable in a particular period) certain costsnot anticipated to occur in future periods (together, the “Adjustments”). The non-GAAP tax rate used to calculate AdjustedNet Income was approximately 24.1%, 27.7%, and 29.1% for the year ended December 31, 2018, 2017, and 2016,respectively. The non-GAAP tax rates represent the GAAP tax rate for the period as adjusted by the estimated tax impact ofthe items adjusted from the measure. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Incomeby weighted average diluted shares outstanding. Adjusted Free Cash Flow Adjusted Free Cash Flow is defined as cash provided by operating activities less the impact of changes in restricted cashdue to the timing of settlements and less payments for capital expenditures, including those financed through direct debt, butexcluding acquisitions. The Adjusted Free Cash Flow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principal payments on portions of our long-term debt. Constant Currency Management calculates certain GAAP as well as non-GAAP measures on a constant-currency basis using the averageforeign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to themeasures in the current reporting period. Management uses GAAP as well as non-GAAP measures on a constant-currencybasis to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods. Reconciliation of Non-GAAP Financial Statements Reconciliations of the non-GAAP financial measures used herein to the most directly comparable U.S. GAAPfinancial measures are presented as follows:68 Table of ContentsReconciliation of Net Income (Loss) 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, 2018 2017 2016Net income (loss) attributable to controlling interests and available tocommon shareholders$3,676 $(145,350) $87,991Adjustments: Interest expense, net 35,429 35,036 17,360Amortization of deferred financing costs and note discount 14,887 12,574 11,529Redemption costs for early extinguishment of debt 6,408 — —Income tax expense (benefit) 10,457 (9,292) 26,622Depreciation and accretion expense 126,199 122,036 90,953Amortization of intangible assets 52,911 57,866 36,822EBITDA $249,967 $72,870 $271,277 Add back: Loss on disposal and impairment of assets 17,873 33,275 81Other (income) expense (627) 3,524 2,958Noncontrolling interests 38 (25) (67)Share-based compensation expense 15,660 14,395 21,430Restructuring expenses 6,586 11,136 13,747Acquisition related expenses 3,191 18,917 9,513Goodwill and intangible asset impairment — 194,521 —Adjusted EBITDA$292,688 $348,613 $318,939Less: Depreciation and accretion expense 126,197 122,029 90,927Adjusted EBITA$166,491 $226,584 $228,012Less: Interest expense, net 35,429 35,036 17,360Adjusted pre-tax income 131,062 191,548 210,652Income tax expense 31,529 53,084 61,342Adjusted Net Income$99,533 $138,464 $149,310 Adjusted Net Income per share – basic$2.16 $3.03 $3.30Adjusted Net Income per share – diluted$2.14 $3.00 $3.26 Weighted average shares outstanding – basic 45,988,775 45,619,679 45,206,119Weighted average shares outstanding – diluted 46,436,439 46,214,715 45,821,527 (1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.(2)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexicansubsidiaries.(3)For the years ended December 31, 2018 and 2017, expenses include employee severance and other costs incurred in conjunction with a corporate reorganizationand cost reduction initiative. For the years ended December 31, 2017 and 2016, expenses also include amounts associated with the Company’s redomicile of itsparent company to the U.K. that occurred on July 1, 2016.(4)Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. Expenses includeemployee severance and lease termination costs related to DCPayments acquisition integration in the twelve months ended December 31, 2017.(5)Goodwill and intangible asset impairments related to our Australia & New Zealand segment.(6)Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interestshareholders.(7)For the years ended December 31, 2018, 2017, and 2016, the non- GAAP tax rate used to calculate Adjusted Net Income was 24.1%, 27.7%, and 29.1%,respectively, which represents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income. 69 (1)(2)(3)(4)(5)(6)(7)Table of ContentsReconciliation of U.S. GAAP Revenue to Constant-Currency Revenue Consolidated revenue Year Ended December 31, 2018 2017 % Change U.S.GAAP ForeignCurrencyImpact Constant -Currency U.S.GAAP U.S.GAAP Constant -Currency (In thousands) ATM operating revenues $1,292,930 $(10,446) $1,282,484 $1,451,372 (10.9)% (11.6)%ATM product sales and other revenues 52,313 (273) 52,040 56,227 (7.0) (7.4) Total revenues $1,345,243 $(10,719) $1,334,524 $1,507,599 (10.8)% (11.5)% 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% Europe & Africa revenue Year Ended December 31, 2018 2017 % Change U. S.GAAP ForeignCurrencyImpact Constant -Currency U.S.GAAP U.S.GAAP Constant -Currency (In thousands) ATM operating revenues $400,390 $(13,614) $386,776 $396,229 1.1% (2.4)%ATM product sales and other revenues 9,379 (262) 9,117 8,603 9.0 6.0 Total revenues $409,769 $(13,876) $395,893 $404,832 1.2% (2.2)% 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% 70 Table of ContentsAustralia & New Zealand revenue Year Ended December 31, 2018 2017 % Change U.S.GAAP ForeignCurrencyImpact Constant -Currency U.S.GAAP U.S.GAAP Constant -Currency (In thousands) ATM operating revenues $117,138 $3,013 $120,151 $132,581 (11.6)% (9.4)%ATM product sales and other revenues 269 6 275 331 (18.7) (16.9) Total revenues $117,407 $3,019 $120,426 $132,912 (11.7)% (9.4)% 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, 2018 2017 % Change Non -GAAP ForeignCurrencyImpact Constant -Currency Non -GAAP Non -GAAP Constant -Currency (In thousands) Adjusted EBITDA $292,688 $(3,469) $289,219 $348,613 (16.0)% (17.0)% Adjusted Net Income $99,533 $(1,406) $98,127 $138,464 (28.1)% (29.1)% Adjusted Net Income per share – diluted $2.14 $(0.03) $2.11 $3.00 (28.7)% (29.7)% (1)As reported on Reconciliation of Net Income (Loss) 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 46,436,439 and 46,214,715 for the years ended December 31, 2018 and 2017, respectively. Year Ended December 31, 2017 2016 % Change Non -GAAP Foreign CurrencyImpact 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 Reconciliation of Net Income (Loss) 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. 71 (1) (1) (1)(2) (1) (1)(1)(2)Table of ContentsCalculation of Adjusted Free Cash Flow Year Ended December 31, 2018 2017 2016 (In thousands)Net cash provided by operating activities$334,202 $230,587 $272,311Restricted cash settlement activity (109,093) (12,695) (2,036) Adjusted net cash provided by operating activities 225,109 217,892 270,275Net cash used in investing activities, excluding acquisitions (107,205) (144,140) (125,882)Adjusted free cash flow$117,904 $73,752 $144,393 (1)Restricted cash settlement activity represents the change in our restricted cash excluding the portion of the change that is attributable toforeign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in theaccompanying Consolidated Statements of Cash Flows.(2)Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other assets.Additionally, capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts..Liquidity and Capital Resources Overview As of December 31, 2018, we had $39.9 million in cash and cash equivalents, and $818.5 million in outstanding long-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 $334.2 million, $230.6 million, and $272.3 million for the yearsended December 31, 2018, 2017, and 2016, respectively. On January 1, 2018, we adopted the guidance in ASU 2016-18,Statement of Cash Flows Restricted Cash (Topic 230). In accordance with guidance, we have included the balance ofrestricted cash together with cash and cash equivalents in presenting the Consolidated Statements of Cash Flows and haveapplied the changes retrospectively. The increase in net cash and restricted cash provided by operating activities is primarilyattributable to the $107 million increase in restricted cash during the year ended December 31, 2018. This increase waslargely a result of settlement timing relative to the last weekend and last day of the year and is offset by a correspondingincrease in accrued liabilities. 72 (1)(2)Table of ContentsInvesting Activities Net cash used in investing activities totaled $108.4 million, $628.7 million, and $139.2 million for the years endedDecember 31, 2018, 2017, and 2016, 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 and 2016, we completedacquisitions of varying sizes and we incurred a significant amount of capital expenditures associated with compliance withthe EMV standard in the U.S. and certain merchant contract renewals. Anticipated future capital expenditures. We currently anticipate that the majority of our capital expenditures for theforeseeable future will be attributable to the following: i) organic growth projects, including the purchase of ATMs for bothnew and existing ATM management agreements, ii) technology and product development, iii) investments in ourinfrastructure, and iv) ongoing refreshment. We currently anticipate that our capital expenditures for 2019 will totalapproximately $135 million, the majority of which is expected to be utilized to support new business growth. We expectsuch capital expenditures to be funded primarily through our cash flows from operations. Financing Activities and Facilities Net cash (used in) provided by financing activities totaled ($126.4) million, $391.4 million, and ($78.9) million for theyears ended December 31, 2018, 2017, and 2016, respectively. Throughout 2018, we used our net cash flow generated fromoperations to pay down borrowings under our revolving credit facility. On November 19, 2018, we entered into a secondamended and restated credit agreement to increase the available borrowings under our credit facility and we subsequentlyused additional borrowings under our credit facility to fund our redemption of the 2022 Notes. The cash provided byfinancing activities during the year ended December 31, 2017 was primarily related to borrowings to finance our acquisitionsin January 2017. The cash used during the year ended December 31, 2016 was primarily attributable to repayments ofborrowings under our revolving credit facility. For information related to our financing facilities including our entry into a Second Amended Credit Agreement onNovember 19, 2018, and the redemption of our 2022 Notes on December 19, 2018, see Item 8. Financial Statements andSupplementary Data, Note 12. 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. 73 Table of ContentsContractual Obligations The following table reflects our significant contractual obligations and other commercial commitments as ofDecember 31, 2018: Payments Due by Period 2019 2020 2021 2022 2023 Thereafter Total (In thousands)Long-term debt obligations: Principal $ — $287,500 $ — $ — $259,081 $300,000 $846,581Interest 26,598 26,598 26,358 23,723 23,121 27,500 153,898Operating leases 8,023 8,899 8,798 7,224 6,284 37,967 77,195Merchant obligations 28,567 20,861 16,192 5,857 2,239 1,255 74,971Minimum service contracts 2,000 1,365 1,236 884 884 3,535 9,904Open purchase orders 12,974 — — — — — 12,974Total contractual obligations $78,162 $345,223 $52,584 $37,688 $291,609 $370,257 $1,175,523 (1)Represents the $287.5 million face value of our Convertible Notes, $259.1 million outstanding under our revolving credit facility, and$300.0 million face value of our 2025 Notes.(2)Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2018, assuming currentinterest rates and consistent amount of debt outstanding over the periods indicated in the table above.(3)Our operating lease obligations increased during 2018 due to our entry into new and amended long-term facilities leases. (4)Includes various fixed periodic payments to merchants required under our ATM placement agreements. Certain of these commitmentswill give rise to operating lease obligations upon adoption of ASC Topic 842 – Leases which is effective January 1, 2019. .Critical Accounting Policies and Estimates Our consolidated financial statements included in this 2018 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 has 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-brandingcontracts/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 evaluatedannually for impairment, and intangible assets that have finite useful lives are amortized over their estimated useful lives. Wefollow U.S. GAAP for testing goodwill and other non-amortized intangible assets for impairment. In 2018, we elected toperform the optional qualitative assessment allowed under U.S. GAAP to determine if it was necessary to perform aquantitative assessment. The qualitative assessment considers whether it is more likely than not that the fair value of areporting unit is less than its carrying amount. In the event that the qualitative assessment indicates it is more likely than notthat the fair value of a reporting unit is less than its carrying amount, we perform the quantitative assessment prescribed bythe guidance where the carrying amount of the net assets associated with each applicable reporting unit is compared to theestimated fair value of such reporting unit as of the date of the test or the annual testing date, December 31, 2018. For theyear ended December 31, 2018, we performed our annual goodwill impairment test for seven separate reporting units:74 (1)(2)(3) (4)Table of Contents(i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) the Canada operations,(v) the South Africa operations, (vi) the Germany operations, and (vii) the Mexico operations. We evaluate the recoverability of our goodwill and other non-amortized intangible assets by estimating the futurediscounted cash flows of the reporting units to which the goodwill and other non-amortized intangible assets relate. We usediscount rates corresponding to our cost of capital, risk-adjusted as appropriate, to determine the discounted cash flows, andconsider current 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 depreciation and amortization, respectively, are reviewed for impairment atleast annually, and whenever events or changes in circumstances indicate that the carrying amount of such assets may not berecoverable. 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, thedeployment of additional ATMs, and the incremental revenues from increased surcharges and/or new merchant or bank-branding contracts/relationships, and (iii) estimates regarding our ability to renew such contracts/relationships beyond theiroriginally 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 the additions to the ARO associated with our cost todeinstall our ATMs and, in some cases, restore 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 are75 Table of Contentsinstalled (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 storelocations upon the removal of the related ATMs. Additionally, we are required to make estimates regarding the timing of theestimated ARO payments. We utilize a pooled approach to calculate and maintain our AROs, as opposed to a specificmachine-by-machine approach, by pooling the ARO of assets based on the estimated deinstallation dates. We periodicallyevaluate the reasonableness of the ARO balance by obtaining the current machine count and updated cost estimates todeinstall 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. Share-based compensation. We calculate the fair value of share-based awards to our Board and employees on the date ofgrant and recognize the calculated fair value, net of estimated forfeitures, as share-based compensation expense over theunderlying 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 our conclusionsregarding such estimates for the year ended December 31, 2018, see Item 8. Financial Statements and Supplementary Data,Note 5. 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 of the derivativeinstruments depends on whether such instruments have been designated and qualify as part of a hedging relationship and thetype of hedging relationship designated. For derivative instruments that are designated and qualify as hedging instruments,we designate the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or ahedge of a net investment in a foreign operation. These derivatives are valued using pricing models based on significantother observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while taking into accountthe creditworthiness of the party that is in the liability position with respect to each trade. As of December 31, 2018, all of ourderivative instruments were designated and qualify as cash flow hedges, and, accordingly, changes in the fair values of suchderivatives have been reported in Accumulated other comprehensive loss, net within the accompanying ConsolidatedBalance Sheets. For additional information related to our derivative financial instruments, see Item 8. Financial Statementsand Supplementary Data, Note 17. Derivative Financial Instruments. Convertible Notes. We are party to various derivative instruments related to the issuance of our Convertible Notes. As ofDecember 31, 2018, all of our derivative instruments related to the Convertible Notes qualified for classification in theShareholders’ equity line in the accompanying Consolidated Balance Sheets. We are required, however, for the remainingterm of the Convertible Notes, to assess whether we continue to meet the shareholders’ equity classification requirements andif in any future period we fail to satisfy those requirements we would need to reclassify these instruments out of Shareholders’equity and record them as a derivative asset or liability, at which point we would be required to record any changes in fairvalue through earnings. For additional information related to our Convertible Notes, see Item 8. Financial Statements andSupplementary Data, Note 12. Long-Term Debt. New Accounting Pronouncements For recent accounting pronouncements, including those not yet adopted during 2018, see Item 8. FinancialStatements and Supplementary Data, Note 2. 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 financial76 Table of Contentsor operational impact on us. For additional information related to our commitments and contingencies, see Item 8. FinancialStatements and Supplementary Data, Note 19. Commitments and Contingencies. Off-Balance Sheet Arrangements As of December 31, 2018, 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, 2018, 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 past fluctuations foreach risk category. However, since it is not possible to accurately predict future changes in interest rates and foreign currencyexchange rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations. Interest Rate Risk Vault cash rental expense. As our ATM vault cash rental expense is based on market rates of interest, it is sensitive tochanges 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 and the Johannesburg Interbank AgreedRate, in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and the Canadian Prime Rate, and inMexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”). 77 Table of ContentsAs a result of the significant sensitivity surrounding our vault cash rental expense, we have entered into a number ofinterest rate derivative contracts with varying notional amounts and fixed interest rates in the U.S., Canada, the U.K., andAustralia to manage the rate we pay on the amounts of our current and anticipated outstanding vault cash balances. The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts and capagreement that are currently in place in the U.S., Canada, the U.K, and Australia (as of the date of the issuance of this 2018Form 10-K) are as follows: Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations North America – Interest Rate Swap Contracts NotionalAmounts Weighted AverageFixed Rate Notional Amounts Weighted AverageFixed Rate U.S. $ CAD$ Term (In millions) (In millions) $1,000 2.06% CAD$ 125 2.46% January 1, 2019 – December 31, 2019$1,000 2.06% CAD$ 125 2.46% January 1, 2020 – December 31, 2020$600 1.95% CAD$ 125 2.46% January 1, 2021 – December 31, 2021$400 1.46% January 1, 2022 – December 31, 2022 North America - Interest Rate Cap Contracts Notional Amounts Cap Rate U.S. $ Term(In millions) USD200 3.25% January 1, 2021 – December 31, 2023 Maximum amount of interest to be paid each year as per terms of cap. Cost of cap is amortized through vault cash rentalexpense over term of cap. Europe & Africa – Interest Rate Swap Contracts Notional Amounts Weighted Average FixedRate U.K. £ Term (In millions) £550 0.90% January 1, 2019 – December 31, 2019£500 0.94% January 1, 2020 – December 31, 2020£500 0.94% January 1, 2021 – December 31, 2021£500 0.94% January 1, 2022 – December 31, 2022 Australia & New Zealand – Interest Rate Swap Contracts Notional AmountsAUS $ Weighted Average Fixed Rate Term (In millions) $35 2.98% January 1, 2019 – February 28, 2019$150 1.95% January 1, 2019 – December 31, 2019$100 1.95% January 1, 2020 – December 31, 2020 78 (1)1 Table of Contents 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 and interest rate derivatives for the quarter ended December 31, 2018and assuming a 100 basis point increase in interest rates (in millions): North America Average outstanding vault cash balance $1,704Interest rate swap contracts fixed notional amount (1,450)Residual unhedged outstanding vault cash balance $254 Additional annual interest incurred on 100 basis point increase $2.54 We also have terms in certain of our North America contracts with merchants and financial institution partners where wecan decrease fees paid to merchants or effectively increase the fees paid to us by financial institutions if vault cash rentalcosts increase. Such protections will serve to reduce but not fully eliminate the exposure calculated above. Furthermore, wehave the ability in North America to partially mitigate our interest rate exposure through our operations. We believe we canreduce the average outstanding vault cash balances as interest rates rise by visiting ATMs more frequently with lower cashamounts. This ability to reduce the average outstanding vault cash balances is partially constrained by the incremental costof more frequent ATM visits. Our contractual protections with merchants and financial institution partners and our ability toreduce the average outstanding 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 and interest rate derivatives for the quarter ended December31, 2018 and assuming a 100 basis point increase in interest rates (in millions of USD): Europe & Africa Average outstanding vault cash balance $1,149Interest rate swap contracts fixed notional amount (700)Residual unhedged outstanding vault cash balance $449 Additional annual interest incurred on 100 basis point increase $4.49 The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Australiabased on our average outstanding vault cash balance and interest rate derivatives for the quarter ended December 31, 2018and assuming a 100 basis point increase in interest rates (in millions): Australia Average outstanding vault cash balance $240Interest rate swap contracts fixed notional amount (25)Residual unhedged outstanding vault cash balance $215 Additional annual interest incurred on 100 basis point increase $2.15 As of December 31, 2018, we had an asset of $19.8 million and a liability of $3.3 million recorded in the accompanyingConsolidated Balance Sheets related to our interest rate swap and foreign currency forward contracts, which represented thefair value asset or liability of the interest rate swap and foreign currency forward contracts, as derivative instruments arerequired to be carried at fair value. The fair value estimate was calculated as the present value of amounts estimated to bereceived or paid to a marketplace participant in a selling transaction. These interest rate swap and foreign currency forwardcontracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair valuehierarchy prescribed by U.S. GAAP). The effective portion of the gain or loss on the derivative instrument is reported as acomponent of Accumulated other comprehensive loss, net within the accompanying79 Table of ContentsConsolidated Balance Sheets. The effective portion is reclassified into earnings in the Vault cash rental expense line in theaccompanying Consolidated Statements of Operations in the same period or periods during which the hedged transactionaffects earnings and has been forecasted into earnings. Outlook. Although we currently hedge a substantial portion of our vault cash interest rate risk in the U.S., Canada, theU.K., and Australia, we may not be able to enter into similar arrangements for similar amounts in the future, and anysignificant increase in interest rates in the future could have an adverse impact on our business, financial condition, andresults of operations by increasing our operating expenses. However, we expect that the impact on our consolidated financialstatements from a significant increase in interest rates would be partially mitigated by the interest rate swap contracts that wecurrently have in place associated with our vault cash balances in the U.S., Canada, the U.K., and Australia and otherprotective measures we have put in place to mitigate such risk. 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 November 2018, we entered into a second amended and restated creditagreement (the “Credit Agreement”) increasing the available borrowings under our revolving credit facility to $600million. Subsequently, on December 19, 2018, we redeemed our outstanding 2022 Notes, drawing the necessary proceeds tofund the redemption from our revolving credit facility. As of December 31, 2018, our outstanding borrowings under ourrevolving credit facility, which carries a floating interest rate, were $259.1 million. To mitigate the interest rate riskassociated with these borrowings, we entered into new forward-starting interest rate swap contracts. These interest rate swapshave an aggregate notional amount of 80 million U.K. pounds sterling and begin January 2, 2019 decreasing to 50 millionpounds on January 2, 2020, terminating January 1, 2021. Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings Notional Amounts Weighted Average FixedRate U.K. £ Term (In millions) £80 0.95% January 2, 2019 – January 1, 2020£50 0.95% January 2, 2020 – January 1, 2021 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 been reported in Accumulatedother comprehensive loss, net within the accompanying Consolidated Balance Sheets. As of December 31, 2018, thisaccumulated translation loss totaled $66.3 million compared to $24.4 million as of December 31, 2017. Our consolidated financial results were significantly impacted by changes in foreign currency exchange rates during theyear ended December 31, 2018 compared to the prior year. Our total revenues during the year ended December 31, 2018would have been higher by approximately $10.7 million had the foreign currency exchange rates from the year endedDecember 31, 2017 remained unchanged. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened orweakened 10% against the British pound, Euro, Mexican peso, Canadian dollar, Australian dollar, or South African rand, theeffect upon our operating income would have been approximately $6.1 million for the year ended December 31, 2018.During 2018, we entered into forward currency contracts to mitigate our exposure to changes in foreign currency exchangerates related to expected cash flows generated in currencies other than the U.S. dollar that are expected to be converted intoU.S. dollars within the next twelve months. 80 Table of ContentsCertain 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, 2018 and 2017 86Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017, and 2016 87Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017, and 2016 88Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2018, 2017, and 2016 89Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016 90Notes to Consolidated Financial Statements 911. Basis of Presentation and Summary of Significant Accounting Policies 912. New Accounting Pronouncements 1013. Revenue Recognition 1054. Acquisitions 1075. Share-Based Compensation 1086. Earnings per Share 1107. Related Party Transactions 1128. Property and Equipment, Net 1129. Intangible Assets 11310. Prepaid Expenses and Other Assets 11411. Accrued Liabilities 11512. Long-Term Debt 11513. Asset Retirement Obligations 11914. Other Liabilities 12015. Shareholders’ Equity 12016. Employee Benefits 12317. Derivative Financial Instruments 12318. Fair Value Measurements 12719. Commitments and Contingencies 12820. Income Taxes 12921. Concentration Risk 13322. Segment Information 13323. Supplemental Guarantor Financial Information 13624. Supplemental Selected Quarterly Financial Information (Unaudited) 143 82 Table of ContentsReport of Independent Registered Public Accounting Firm To the Shareholder and Board of Directors Cardtronics plc:Opinion on Internal Control Over Financial Reporting We have audited Cardtronics plc and subsidiaries’ (the Company) internal control over financial reporting as of December31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee ofSponsoring 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, 2018, 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, 2018 and 2017, the related consolidatedstatements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and ourreport dated February 28, 2019 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The 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. 83 Table of ContentsDefinition 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.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 become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLPHouston, TexasFebruary 28, 201984 Table of ContentsReport of Independent Registered Public Accounting Firm To the Shareholder and Board of DirectorsCardtronics plc: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Cardtronics plc and subsidiaries (the Company) as ofDecember 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), shareholders’equity, and cash flows for each of the years in the three-year period ended December 31, 2018, 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, 2018 and 2017, and the results of itsoperations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.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, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission, and our report dated February 28, 2019 expressed an unqualified opinion on the effectiveness of theCompany’s internal control over financial reporting. Change in Accounting Principle As discussed in Notes 2 and 3 to the consolidated financial statements, the Company has changed its method of accountingfor revenue recognition in 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue fromContracts with Customers.Basis for Opinion These 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 the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.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, 2019 85 Table of Contents CARDTRONICS PLCCONSOLIDATED BALANCE SHEETS(In thousands, excluding share and per share amounts) December 31, 2018 December 31,2017ASSETS Current assets: Cash and cash equivalents $39,940 $51,370Accounts and notes receivable, net of allowance for doubtful accounts of $3,005and $2,001 as of December 31, 2018 and December 31, 2017, respectively 75,643 105,245Inventory, net 11,392 14,283Restricted cash 155,470 48,328Prepaid expenses, deferred costs, and other current assets 84,386 96,106Total current assets 366,831 315,332Property and equipment, net of accumulated depreciation of $417,151 and $404,141as of December 31, 2018 and December 31, 2017, respectively 460,187 497,902Intangible assets, net 150,847 209,862Goodwill 749,144 774,939Deferred tax asset, net 8,658 6,925Prepaid expenses, deferred costs, and other noncurrent assets 51,677 57,756Total assets $1,787,344 $1,862,716 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of other long-term liabilities $20,266 $31,370Accounts payable 39,310 44,235Accrued liabilities 369,160 306,945Total current liabilities 428,736 382,550Long-term liabilities: Long-term debt 818,485 917,721Asset retirement obligations 54,413 59,920Deferred tax liability, net 41,198 37,130Other long-term liabilities 67,740 75,002Total liabilities 1,410,572 1,472,323 Commitments and contingencies (See Note 19) Shareholders' equity: Ordinary shares, $0.01 nominal value; 46,134,381 and 45,696,338 issued andoutstanding as of December 31, 2018 and December 31, 2017, respectively 461 457Additional paid-in capital 327,009 316,940Accumulated other comprehensive loss, net (66,877) (33,595)Retained earnings 116,276 106,670Total parent shareholders' equity 376,869 390,472Noncontrolling interests (97) (79)Total shareholders’ equity 376,772 390,393Total liabilities and shareholders’ equity $1,787,344 $1,862,716 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, 2018 2017 2016Revenues: ATM operating revenues $1,292,930 $1,451,372 $1,212,863ATM product sales and other revenues 52,313 56,227 52,501Total revenues 1,345,243 1,507,599 1,265,364Cost of revenues: Cost of ATM operating revenues (excludes depreciation, accretion,and amortization of intangible assets reported separately below.See Note 1(d)) 855,948 951,670 768,200Cost of ATM product sales and other revenues 41,835 47,450 45,887Total cost of revenues 897,783 999,120 814,087Operating expenses: Selling, general, and administrative expenses 170,490 174,237 153,782Redomicile-related expenses — 782 13,747Restructuring expenses 6,586 10,354 —Acquisition related expenses 3,191 18,917 9,513Goodwill and intangible asset impairment — 194,521 —Depreciation and accretion expense 126,199 122,036 90,953Amortization of intangible assets 52,911 57,866 36,822Loss on disposal and impairment of assets 17,873 33,275 81Total operating expenses 377,250 611,988 304,898Income (loss) from operations 70,210 (103,509) 146,379Other expenses: Interest expense, net 35,429 35,036 17,360Amortization of deferred financing costs and note discount 14,887 12,574 11,529Redemption costs for early extinguishment of debt 6,408 — —Other (income) expense (627) 3,524 2,958Total other expenses 56,097 51,134 31,847Income (loss) before income taxes 14,113 (154,643) 114,532Income tax expense (benefit) 10,457 (9,292) 26,622Net income (loss) 3,656 (145,351) 87,910Net loss attributable to noncontrolling interests (20) (1) (81)Net income (loss) attributable to controlling interests and available tocommon shareholders $3,676 $(145,350) $87,991 Net income (loss) per common share – basic $0.08 $(3.19) $1.95Net income (loss) per common share – diluted $0.08 $(3.19) $1.92 Weighted average shares outstanding – basic 45,988,775 45,619,679 45,206,119Weighted average shares outstanding – diluted 46,436,439 45,619,679 45,821,527 The accompanying notes are an integral part of these consolidated financial statements. 87 Table of ContentsCARDTRONICS PLCCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(In thousands) Year Ended December 31, 2018 2017 2016Net income (loss) $3,656 $(145,351) $87,910Unrealized gain on interest rate swap contracts, net of deferred incometax expense of $2,795, $7,050, and $12,228 for the years endedDecember 31, 2018, 2017, and 2016, respectively. 8,656 17,029 15,990Foreign currency translation adjustments, net of deferred income taxexpense of $107, $(1,226), and $(2,548) for the years ended December31, 2018, 2017, and 2016 respectively. (41,938) 56,511 (34,999)Other comprehensive (loss) income (33,282) 73,540 (19,009)Total comprehensive (loss) income (29,626) (71,811) 68,901Less: Comprehensive loss attributable to noncontrolling interests (17) — (99)Comprehensive (loss) income attributable to controlling interests $(29,609) $(71,811) $69,000 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, 2016 44,954 $ 5 $374,564 $(88,126) $185,897 $(102,566) $19 $369,793Issuance of common shares for share-based compensation, 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-based compensation — — 338 — — — — 338Unrealized gain on interest rate swapcontracts, net of deferred income taxexpense of $12,228 — — — 15,990 — — — 15,990Net income attributable to controllinginterests — — — — 87,991 — — 87,991Net loss attributable to noncontrollinginterests — — — — — — (81) (81)Foreign currency translationadjustments, net of deferred income tax(benefit) of $(2,548) — — — (34,999) — — (18) (35,017)Change in common shares, treasuryshares, and additional paid-in capitalassociated with the RedomicileTransaction — 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-based compensation, 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 swapand foreign currency forward contracts,net of deferred income tax expense of$7,050 — — — 17,029 (636) — — 16,393Net income attributable to controllinginterests — — — — (145,350) — — (145,350)Net loss attributable to noncontrollinginterests — — — — — — (1) (1)Foreign currency translationadjustments, net of deferred 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) $390,393Cumulative effect of change inaccounting principle — — — — 5,930 — — 5,930Issuance of common shares for share-based compensation, net of forfeitures 438 4 — — — — — 4Share-based compensation expense — — 15,660 — — — — 15,660Tax payments related to share-basedcompensation — — (5,591) — — — — (5,591)Unrealized gain on interest rate swapand foreign currency forward contracts,net of deferred income tax expense of$2,795 — — — 8,656 — — — 8,656Net income attributable to controllinginterests — — — — 3,676 — — 3,676Net loss attributable to noncontrollinginterests — — — — — — (20) (20)Foreign currency translationadjustments, net of deferred income tax(benefit) of $107 — — — (41,938) — — 2 (41,936)Balance as of December 31, 2018 46,134 $461 $327,009 $(66,877) $116,276 $ — $(97) $376,772 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, 2018 2017 2016Cash flows from operating activities: Net income (loss) $3,656 $(145,351) $87,910Adjustments to reconcile net income (loss) to net cash providedby operating activities: Depreciation, accretion, and amortization of intangible assets 179,110 179,902 127,775Amortization of deferred financing costs and note discount 14,887 12,574 11,529Share-based compensation expense 15,660 14,395 21,430Deferred income (benefit) tax (1,738) (16,298) 9,886Loss on disposal and impairment of assets 17,873 33,275 81Other reserves and non-cash items 153 5,055 1,901Redemption cost for early extinguishment of debt 6,408 — —Goodwill and intangible asset impairment — 194,521 —Changes in assets and liabilities: Decrease (increase) in accounts and notes receivable, net 28,015 6,616 (16,284)Decrease (increase) in prepaid expenses, deferred costs, andother current assets 14,339 (18,679) (12,491)Increase in inventory, net (1,737) (1,673) (1,191)Decrease (increase) in other assets 7,357 (12,239) (19,919)(Decrease) increase in accounts payable (2,619) (24,938) 15,468Increase in accrued liabilities 64,677 1,830 46,508(Decrease) increase in other liabilities (11,839) 1,597 (292)Net cash provided by operating activities 334,202 230,587 272,311 Cash flows from investing activities: Additions to property and equipment (107,205) (144,140) (125,882)Acquisitions, net of cash acquired (1,150) (484,602) (22,669)Proceeds from sale of assets and businesses — — 9,348Net cash used in investing activities (108,355) (628,742) (139,203) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility 882,763 1,081,689 235,368Repayments of borrowings under revolving credit facility (745,148) (976,161) (311,362)Proceeds from borrowings of long-term debt — 300,000 —Redemption of long-term notes (250,000) — —Debt issuance, modification, and redemption costs (8,430) (5,704) —Tax payments related to share-based compensation (5,591) (8,504) —Proceeds from exercises of stock options 14 104 673Additional tax benefit related to share-based compensation — — 338Repurchase of common shares — — (3,959)Net cash (used in) provided by financing activities (126,392) 391,424 (78,942) Effect of exchange rate changes on cash, cash equivalents, andrestricted cash (3,862) 801 (6,440)Net increase (decrease) in cash, cash equivalents, and restrictedcash 95,593 (5,930) 47,726 Cash, cash equivalents, and restricted cash as of beginning ofperiod 99,817 105,747 58,021Cash, cash equivalents, and restricted cash as of end of period $195,410 $99,817 $105,747 Supplemental disclosure of cash flow information: Cash paid for interest $41,115 $31,649 $16,718Cash paid for income taxes $851 $6,367 $17,886The 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 global network of automated teller machines andmulti-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2018, Cardtronics was theworld’s largest ATM owner/operator, providing services to approximately 227,000 ATMs globally, 33% of which areCompany- owned. During 2018, approximately 61% of the Company’s revenues were derived from operations in North America (includingits ATM operations in the U.S., Canada, and Mexico), approximately 30% of the Company’s revenues were derived fromoperations in Europe and Africa (including its ATM operations in the U.K., Ireland, Germany, Spain, and South Africa), andapproximately 9% of the Company’s revenues were derived from the Company’s operations in Australia and New Zealand.As of December 31, 2018, the Company provided processing only services or various forms of managed services solutions toapproximately 138,000 ATMs. Under a managed services arrangement, retailers, financial institutions, and ATM distributorsrely on Cardtronics to handle some or all of the operational aspects associated with operating and maintaining ATMs,typically in exchange for a monthly service fee, fee per transaction, 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, the Company provides processing services for issuers ofdebit cards. In addition to its retail merchant relationships, the Company also partners with leading financial institutions to brandselected ATMs within its network. These financial institutions include BBVA Compass Bancshares, Inc. (“BBVA”),Citibank, N.A. (“Citibank”), Citizens Financial 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. (“TDBank”) in the U.S.; BMO Bank of Montreal (“BMO”), the Bank of Nova Scotia (“Scotiabank”), Canadian Imperial BankCommerce (“CIBC”), DirectCash Bank and TD Bank in Canada; and the Bank of Queensland Limited (“BOQ”) and HSBCHoldings plc (“HSBC”) in Australia. In Mexico, the Company partners with Scotiabank and Banco Multiva. As ofDecember 31, 2018, 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 1,200 participating credit unions, banks, 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 includesa majority of the Company’s ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, and Australia. Allpoint alsoprovides services to organizations that manage stored-value debit card programs on behalf of corporate entities andgovernmental agencies, including general purpose, payroll, and electronic benefits transfer cards. Under these programs, theissuing organizations pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the usersof 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 from financial institutions that participate in Allpoint, (ii) fees for bank-branding ATMs andproviding financial institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services(including transaction processing services) solutions to retailers and financial institutions, (iv) fees earned from foreigncurrency exchange transactions at the ATM, known as dynamic currency conversion (“DCC”), and (v) revenues from the saleof 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 S.A de C.V., thus 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 results have been made. (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 for theyear ended December 31, 2018 (this “2018 Form 10-K”) and the reported amounts of revenues and expenses during thereporting period. Significant items subject to such estimates include the carrying amount of intangibles, goodwill, assetretirement obligations (“ARO”), acquisition-related contingent consideration contingencies, and valuation allowances forreceivables, inventories, and deferred income tax assets. Additionally, the Company is required to make estimates andassumptions related to the valuation of its derivative instruments and share-based compensation. Actual results could differfrom those estimates and these differences could be material to the consolidated financial statements. (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. The following table reflects the amounts excluded from the Cost of ATM operating revenues line in the accompanyingConsolidated Statements of Operations for the periods presented: Year Ended December 31, 2018 2017 2016 (In thousands)Depreciation and accretion expenses related to ATMs and ATM-related assets $92,805 $90,138 $70,702Amortization of intangible assets 52,911 57,866 36,822Total depreciation, accretion, and amortization of intangible assets excluded fromCost of ATM operating revenues $145,716 $148,004 $107,524 92 Table of Contents(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. Any references to “the Company” or any similar references relating to periods before the redomicile to the U.K.(“Redomicile Transaction”), completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption ofwhich was approved by Cardtronics Delaware’s Shareholders on June 28, 2016, shall be construed as references toCardtronics Delaware, the previous parent company of the Cardtronics group of companies, and/or its subsidiaries dependingon the context. The Redomicile Transaction was accounted for as an internal reorganization of entities under commoncontrol and, therefore, the Cardtronics Delaware assets and liabilities have been accounted for at their historical cost basisand 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, contract terminations, and other cost reduction measures. The Company incurred $10.4 million of pre-tax expenses related to the Restructuring Plan during the year endedDecember 31, 2017. These costs consisted of employee severance and additional costs related to the wind down of itsoperations in Poland. During the year ended December 31, 2018, the Company implemented additional workforcereductions, in an effort to continue its cost reduction initiative and incurred $6.6 million of pre-tax expenses. The following table reflect the amounts recorded in the Restructuring expenses line in the accompanying ConsolidatedStatements of Operations for the periods presented: Year Ended December 31, 2018 2017 (In thousands)North America $3,597 $3,668 Europe & Africa 1,646 2,942 Corporate 1,343 3,744 Total restructuring expenses 6,586 10,354 The following tables reflect the unpaid employee severance and lease termination costs presented within the Accruedliabilities and Other long-term liabilities lines in the accompanying Consolidated Balance Sheets. As of December 31, 2018 North America Europe & Africa Corporate Total (In thousands)Accrued liabilities $ — $373 $1,018 $1,391Other long-term liabilities — 140 — 140Total restructuring liabilities $ — $513 $1,018 $1,531 93 Table of Contents As of December 31, 2017 North America 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 December 31, 2017 $5,383Restructuring expenses 6,586Payments (10,438)Restructuring liabilities as of December 31, 2018 $1,531 (g) Cash, Cash Equivalents, and Restricted Cash For purposes of reporting financial condition, cash and cash equivalents include cash in bank and short-term depositaccounts. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted tosupport a liability. These balances are classified as Restricted cash in the Current assets or Noncurrent assets lines in theaccompanying Consolidated Balance Sheets based on when the Company expects this cash to be paid. Current restrictedcash largely consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customersor third-party service providers. Restricted cash in current and noncurrent assets are offset by corresponding liability balancesin the Accrued liabilities line in the accompanying Consolidated Balance Sheets. The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as ofDecember 31, 2018, 2017, and 2016, corresponding with the balances reflected on our Consolidated Statements of CashFlows. December 31, 2018 2017 2016 (In thousands)Cash and cash equivalents $39,940 $51,370 $73,534Current and long-term restricted cash 155,470 48,447 32,213Total cash, cash equivalents, and restricted cash in theConsolidated Statements of Cash Flows $195,410 $99,817 $105,747 (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 vault cash providerat all times. The Company’s vault cash arrangements expire at various times through December 2021. For additionalinformation related to the concentration risk associated with the Company’s vault cash arrangements, see Note 21.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 years endedDecember 31, 2018 and 2017 was $3.1 billion and $3.9 billion, respectively. 94 Table of Contents(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’s inventory is determined using the average cost method. The Company periodically assesses itsinventory, and as necessary, adjusts the carrying values to the lower of cost or net realizable value. The following table reflects the Company’s primary inventory components: December 31, 2018 December 31, 2017 (In thousands)ATMs $1,990 $3,181ATM spare parts and supplies 9,572 12,935Total inventory 11,562 16,116Less: Inventory reserves (170) (1,833)Inventory, net $11,392 $14,283 (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 assetssubject to capital leases are depreciated over the useful life of the asset or the lease term, whichever is shorter. As of December31, 2018 our capital leases were insignificant. Also reported in property and equipment are ATMs and the associatedequipment the Company has acquired for future installation or has temporarily removed from service and plans to re-deploy.These ATMs are held as available for deployment or deployments in process and are not depreciated until installed or re-deployed. Significant refurbishment costs that extend the useful life of an asset, or enhance its functionality are capitalizedand depreciated over the estimated remaining life of the improved asset. Property and equipment are reviewed for impairmentat least annually and additionally whenever events or changes in circumstances indicate that the carrying amount of suchassets 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. Also reported within property and equipment are costs associated with internally-developed technology assets andimplementation costs associated with our new ERP. The Company capitalizes certain internal and external costs associatedwith developing new or enhanced products and technology that are expected to benefit multiple future periods throughenhanced revenues and/or cost savings and efficiencies. Internally developed projects are placed into service anddepreciation is commenced once available for use. These projects are generally depreciated on a straight-line basis overestimated useful lives of three to nine years. 95 Table of ContentsDepreciation expense for the years ended December 31, 2018, 2017, and 2016 was $124.3 million, $120.2 million, and$89.1 million, respectively. As of December 31, 2018, 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 business acquisitions and asset acquisitions of ATMs and ATM-related assets (i.e., the right to receive future cash flowsrelated to transactions occurring at these ATM locations). They also include exclusive license agreements and siteacquisition costs (i.e., the right to be the exclusive ATM provider, at specific ATM locations), trade names, technology, non-compete agreements, and deferred financing costs relating to the Company’s revolving credit facility. For additionalinformation, see Note 12. 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 assets for impairment, on anindividual contract/relationship basis for the Company’s significant contracts/relationships, and on a portfolio basis for allother acquired contracts/relationships. If, subsequent to the acquisition date, circumstances indicate that a shorter estimateduseful life is warranted for an acquired portfolio or an individual contract/relationship as a result of changes in the expectedfuture cash flows, then that individual contract/relationship or portfolio’s remaining estimated useful life and relatedamortization 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. 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 9. Intangible Assets. 96 Table of Contents(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, which has been determined 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 Germany operations, and (vii) the Mexico operations. Based ona qualitative 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 and uses 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 determination of potentialimpairment triggering events, the long-lived assets held by the reporting units may, on the basis of a qualitative andquantitative analysis, be determined to have carrying values that are not recoverable and in excess of their associated fairvalues, in which case an impairment would also be recognized related to these intangible and fixed assets. When estimating fair values of a reporting unit in a quantitative goodwill impairment test, the Company uses acombination of the income approach and market approach, which incorporates both management’s views and those of themarket. The income approach provides an estimated fair value based on each reporting unit’s future cash flows, which havebeen discounted using a weighted average cost of capital for each reporting unit. The market approach provides an estimatedfair value based on the Company’s market capitalization that is computed using the market price of its common shares andthe number of shares outstanding as of the impairment test date. The sum of the estimated fair values for each reporting unit,as computed using the income approach, is then compared to the fair value of the Company as a whole, as determined basedon the market approach. If such amounts are consistent, the estimated fair values for each reporting unit, as derived from theincome approach, are utilized. 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. 97 Table of ContentsIn 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. The Company usessignificant estimates to develop its forecasts used in the income approach. These estimates include growth rates in revenuesand costs, capital expenditure requirements, operating margins and tax rates. The income approach involves many significantestimates and judgments, including valuation multiples assigned to projected earnings before interest expense, income taxes,depreciation and amortization expense (“EBITDA”) to estimate the terminal values of reporting units. The financial forecaststake into consideration many factors, including historical results and operating performance, related industry trends, pricingstrategies, customer analysis, operational issues, competitor analysis, and marketplace data, among others. The assumptionsused in the discounted cash flow analysis are inherently uncertain and require significant judgment on the part ofmanagement. The discount rates used in the September 30, 2017 Step One income approach were determined using a weighted averagecost of capital that reflected the risks and uncertainties in each reporting unit’s cash flow estimates. The weighted averagecost of capital included an estimated cost of debt and equity. The cost of equity was estimated using the capital asset pricingmodel, which included inputs for a long-term risk-free rate, equity risk premium, country risk premium, and a beta volatilityfactor estimate. The discount rates utilized in the September 30, 2017 Step One analysis ranged from 9.3% to 16.9% acrossthe Company’s seven reporting units. The market approach resulted in an estimated fair value based on the Company’smarket capitalization that is computed using the market price of its common stock and the number of shares outstanding as ofthe impairment test date. The sum of the estimated fair values for each reporting unit, as computed using the incomeapproach, was then compared to the fair value of the Company as a whole, as determined based on the market approach plusan estimated control premium. All of the assumptions utilized in estimating the fair value of the Company’s reporting unitsand performing the goodwill impairment test are inherently uncertain and require significant judgment on the part ofmanagement. 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 would 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 recognized in 2017 are reflected within the Goodwill and intangible asset impairmentline item in the accompanying Consolidated Statement of Operations. In addition, the Company recognized an impairmentcharge of $19.0 million related to other long-lived assets in the Australia & New Zealand reporting unit, and a charge of$2.5 million to adjust the Australia & New Zealand reporting unit inventory to its estimated net realizable value. The otherlong-lived assets and inventory charges are recognized in the Loss (gain) on disposal and impairment of assets line item98 Table of Contentsin the accompanying Consolidated Statement of Operations. The Company recognized a non-cash income tax benefit of$22.5 million in the three and nine months ended September 30, 2017, to remove the deferred tax liabilities associated withthe intangible and fixed assets that were impaired. Annual Goodwill Impairment Evaluation as of December 31, 2017 For the goodwill impairment evaluation as of December 31, 2017, the Company elected to forego the qualitativeassessment and instead 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. As of December 31, 2017, the majority of the Company’s reporting units were determined to have fair valuessignificantly in excess of their carrying values. The fair value of the Company’s Canada reporting unit was not significantlyin excess of its carrying value as of December 31, 2017, due to the recent acquisition of the Canada operations ofDCPayments in January 2017 at fair value. The estimated combined fair value of all reporting units as of December 31, 2017resulted in an implied control premium for the enterprise comparable to recent market transactions. Annual Goodwill Impairment Evaluation as of December 31, 2018 For the goodwill impairment evaluation as of December 31, 2018, the Company elected to perform the optionalqualitative assessment allowed under the applicable guidance to determine if it was necessary to perform a quantitativeassessment. Based on the results of the qualitative assessment performed at December 31, 2018, the Company determinedthat it was not more likely than not that the carrying value of any reporting unit exceeded its fair value. As such, theCompany determined that a quantitative assessment was not necessary. All of the assumptions utilized in performing aqualitative and quantitative assessments of reporting unit fair value are inherently uncertain and require significant judgmenton the part of management. (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, see Note 20.Income Taxes. (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’s fairvalue estimates of liabilities for ARO’s generally involve discounted future cash flows. The Company capitalizes the initialestimated fair value amount of the ARO asset and depreciates the ARO over the asset’s estimated useful life. Subsequent torecognizing the initial liability, the Company recognizes an ongoing expense for changes in such liabilities due to thepassage of time (i.e., accretion expense), which is recorded in the Depreciation and accretion expense line in theaccompanying Consolidated Statements of Operations. As the liability is not revalued on a recurring basis, it is99 Table of Contentsperiodically reviewed for reasonableness based on current machine count and updated cost estimates to deinstall ATMs.Upon settlement of the liability, the Company recognizes a gain or loss for any difference between the settlement amount andthe liability recorded. For additional information related to the Company’s AROs, see Note 13. Asset Retirement Obligations. (p) Share-Based Compensation The Company calculates the fair value of share-based awards to its Board of Directors (the “Board”) and employees onthe date of grant and recognizes the calculated fair value, net of estimated forfeitures, as share-based compensation expenseover the underlying requisite service periods of the related awards. For additional information related to the Company’sshare-based compensation, see Note 5. Share-Based Compensation. (q) 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, its exposure to changing interest rates on its revolving credit facility and on alimited basis, the Company’s exposure to foreign currency transactions. The Company does not enter into derivativetransactions for speculative or trading purposes, although circumstances may subsequently change the designation of itsderivatives to economic hedges. The Company records derivative instruments at fair value in the accompanying Consolidated Balance Sheets. Thesederivatives, which consist of interest rate swap, interest rate caps and foreign currency forward contracts, are valued usingpricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S.GAAP), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade.The majority of the Company’s derivative instruments have been accounted for as cash flow hedges, and accordingly,changes in the fair values of such derivatives have been reported in the Accumulated other comprehensive loss, net line inthe accompanying Consolidated Balance Sheets. For additional information related to the Company’s derivative financialinstruments, see Note 17. 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 12. Long-Term Debt. (r) 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 18. Fair Value Measurements. (s) 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 in effectduring the periods in which those results are recorded and the assets and liabilities are translated using the foreign currencyexchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments have been recorded inthe Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets. The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested in thecorresponding country of origin for an indefinite period of time. Accordingly, no deferred taxes have been provided for100 Table of Contentsthe differences between the Company’s book basis and underlying tax basis in those subsidiaries or on the foreign currencytranslation adjustment amounts. (t) Advertising Costs Advertising costs are expensed as incurred and totaled $4.2 million, $5.0 million, and $5.0 million during the yearsended December 31, 2018, 2017, and 2016, respectively, and are reported in the Selling, general, and administrativeexpenses line in the accompanying Consolidated Statements of Operations. (u) 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. (v) Contingencies The Company evaluates its accounting and disclosures for contingencies on a recurring basis in accordance with U.S.GAAP. As of December 31, 2018, the Company had a material contingent liability for acquisition-related contingentconsideration associated with its purchase of Spark ATM Systems Pty Ltd. For additional information, see Note. 4Acquisitions and Note. 19 Commitments and Contingencies.. (2) New Accounting Pronouncements Adoption of New Accounting Pronouncements Revenue from Contracts with Customers. On January 1, 2018, the Company adopted Accounting Standards Codification(“ASC”) 606, Revenue from Contracts with Customers, using the modified retrospective adoption method, for contracts thatwere not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the newrevenue standard as an adjustment to the opening retained earnings. The comparative information in prior periods has notbeen restated and continues to be reported under the accounting standards in effect for those periods. The Company expectsthe impact of the adoption of the new revenue standard to be immaterial to net income on an ongoing basis. On January 1, 2018, the Company recorded a net credit to opening retained earnings of approximately $5.9 million,representing the cumulative impact of adopting the new revenue standard. This adjustment was entirely related to the deferralof contract acquisition costs, consisting of sales commissions and other directly related costs totaling approximately $7.5million, net of the related tax impact of approximately $1.6 million. During the year ended December 31, 2018, the Companyrecognized sales commission expense and other directly related costs as a result of amortizing the amounts deferred. Theincremental expenses recognized during the period was not material. 101 Table of ContentsThe cumulative effect of the changes made to the January 1, 2018 Consolidated Balance Sheet for the adoption were asfollows: December 31,2017 as Reported AdjustmentsDue to Topic606 January 1,2018 UponAdoption (In thousands)Assets Prepaid expenses, deferred costs, and other current assets$96,106$2,919$99,025Prepaid expenses, deferred costs, and other noncurrent assets 57,756 4,590 62,346 Liabilities Deferred tax liability, net$37,130$1,579$38,709 Equity Retained earnings$106,670$5,930$112,600 Statement of Cash Flows. On January 1, 2018, the Company adopted Accounting Standards Updates (“ASU”) No. 2016-18, Statement of Cash Flows pertaining to the presentation of restricted cash (Topic 230) and the classification of certain cashreceipts and cash payments (the “classification guidance”). In accordance with this guidance, the Company now presentsrestricted cash together with cash and cash equivalents when presenting the Consolidated Statements of Cash Flows and hasapplied the changes retrospectively. Also related to the classification guidance, when they occur, the Company willrecognize contingent consideration payments up to the amount of the acquisition date liability in financing activities andany excess payments in operating activities. Other Guidance Adopted in 2018. Effective January 1, 2018, the Company adopted ASU No. 2017-09, Compensation –Stock Compensation (Topic 718): Scope of Modification Accounting. This guidance clarifies what constitutes amodification of a share-based payments award. Upon adoption, this guidance had no impact on the Company’s consolidatedfinancial statements. Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying theDefinition of a Business. This guidance clarifies the definition of a business applicable to the recognition and reporting of anacquisition, divestiture, or disposal. It also clarifies the definition of a business applicable when assessing goodwill forimpairment and when assessing if certain entities should be consolidated. Upon adoption, this guidance had no impact onthe Company’s consolidated financial statements. In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated OtherComprehensive Income (“AOCI”), which was intended to eliminate the stranded tax effects within AOCI resulting from theTax Cuts and Jobs Act (“the “Tax Act”) that was enacted on December 22, 2017. This guidance is effective for fiscal yearsbeginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. Cardtronicselected to early adopt this guidance effective January 1, 2018. The impact of adoption on the Company’s consolidatedfinancial statements was not material. In March 2018, the FASB issued ASU No. 2018-05, Amendments to the Securities and Exchange Commission (the“SEC”) Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, to add various SEC paragraphs to ASC 740 IncomeTaxes. This guidance was issued by the SEC in December 2017 to provide immediate guidance for accounting implicationsof U.S. tax reform under the Tax Act. The Company has applied this guidance to its consolidated financial statements andrelated disclosures for the period ended March 31, 2018. In August 2018, the SEC issued the final rule under SEC Release No. 33-10532, Disclosure Update and Simplificationthat amends certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated, orsuperseded. The amendments include removing the requirement to disclose the historical and pro forma ratio of earnings tofixed charges (Exhibit 21) and replacing the requirement to disclose the high and low trading prices of the Company’sordinary shares with a requirement to disclose the ticker symbol of its shares. Additionally, the final rule extends to interim102 Table of Contentsperiods the annual disclosure requirement of presenting changes in each caption of stockholders’ equity and the amount ofdividends per share. These disclosures are required to be provided for the current and comparative year-to-date interimperiods. The final rule is effective for all filing on or after November 5, 2018. The Company adopted all relevant disclosurerequirements. Accounting Pronouncements Issued But Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) in order to increase transparency andcomparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leasesclassified as operating leases under previous U.S. GAAP. Topic 842 was subsequently amended by ASU No. 2018-01, LandEasement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842,Leases; and ASU No. 2018-11, Targeted Improvements (as amended, the “Lease Standard”). The Lease Standard establishes aright-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for allleases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting thepattern and classification of expense recognition in the income statement. The Lease Standard is effective for the Companyon January 1, 2019 and the Company plans to adopt the Lease Standard on its effective date. The Lease Standard provides for the use of the modified retrospective transition approach, applying the Lease Standardto all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) thebeginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entitychooses the second option, the transition requirements for existing leases also apply to leases entered into between the dateof initial application and the effective date. The entity must also recast its comparative period financial statements andprovide the disclosures required by the Lease Standard for the comparative periods. The Company expects to adopt the LeaseStandard on January 1, 2019 using the effective date as its date of initial application. Consequently, financial informationwill not be updated or recast for dates and periods before January 1, 2019. The Lease Standard provides a number of optional practical expedients in transition. The Company expects to elect thepackage of practical expedients, which permits it not to reassess under the Lease Standard its prior conclusions about leaseidentification, lease classification and initial direct costs. The Company expects to elect all of the Lease Standards availabletransition practical expedients. The Company expects that this standard will have a material effect on its financial statements,principally to the consolidated balance sheets. While it finalizes the effects of adoption, it currently believes the mostsignificant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for is operatingleases as well as certain ATM placement agreements that contain fixed payments and are deemed to contain an operatinglease under the Lease Standard; (2) the derecognition and reclassification of existing prepaid and deferred rent balances; and(3) the additional disclosures that will be required concerning its leasing activities. Upon adoption, the Company expects to recognize additional operating liabilities ranging between $95 to $105 millionand ROU assets, net of associated lease incentives ranging between $85 to $95 million. Any gains or losses associated withthis change in accounting will be recognized upon adoption through opening retained earnings as of the effective date. TheLease Standard is not expected to have a material impact on the Company’s statements of operations or on the Company’sdebt-covenant compliance under its current agreements. The Company does not expect that it will elect the short-term lease recognition exemption for any of its vehicle andequipment leases, as the lease terms associated with our operating leases are routinely longer than 12 months. In addition, theCompany currently expects that it will elect the practical expedient to not separate lease and non-lease components for itsATM placement agreements that contain fixed payments and are deemed to contain an operating lease under the LeaseStandard. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Otherthan Inventory. This guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of anasset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of anasset other than inventory. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periodswithin those years, and early adoption is permitted. The Company will adopt this guidance in the first quarter of 2019 anddoes not expect it will have a material impact on the Company’s consolidated financial statements.103 Table of Contents In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying theTest for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test and the requirements forany reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitativetest, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment fora reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal yearsbeginning after December 15, 2019, and interim periods within those years, and early adoption is permitted. The Company iscurrently evaluating this guidance and has not yet concluded whether it will early adopt in 2019. The adoption of thisguidance is not expected to have a material impact on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements toAccounting for Hedging Activities. This guidance is intended to better align an entity’s risk management activities andfinancial reporting for hedging relationships through changes to both the designation and measurement guidance forqualifying hedging relationships and the presentation of hedge results. This guidance is effective for fiscal years beginningafter December 15, 2018, and early adoption is permitted. The Company will adopt this guidance in the first quarter of 2019and does not expect it will have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework (Topic 820): Changes to the DisclosureRequirements for Fair Value Measurement which modifies the disclosure requirements on fair value measurements. Thisguidance is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company iscurrently evaluating this guidance and has not yet concluded whether it will early adopt in 2019. The adoption of thisguidance is not expected to have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software(Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is aService Contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hostingarrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop orobtain internal-use software (and hosting arrangements that include an internal use software license). This guidance iseffective for fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company plans to adoptthis guidance when effective in 2020. The adoption of this guidance is not expected to have a material impact on theCompany’s consolidated financial statements. 104 Table of Contents(3) Revenue Recognition Disaggregated Revenues The following tables detail the revenue of the Company’s reportable segments disaggregated by financial statement lineand component: Year Ended December 31, 2018 (In thousands) NorthAmerica Europe &Africa Australia &New Zealand Eliminations Consolidated Surcharge revenues $359,154 $120,906 $90,110 $– $570,170Interchange revenues 143,803 269,064 5,451 – 418,318Bank-branding and surcharge-free networkrevenues 179,760 – – – 179,760Managed services revenues 50,269 – 16,462 – 66,731Other revenues 53,634 10,421 5,115 (11,219) 57,951Total ATM operating revenues $786,620 $400,391 $117,138 $(11,219) $1,292,930 ATM product sales $39,875 $3,312 $117 $– $43,304Other revenues 2,790 6,067 152 – 9,009ATM product sales and other revenues 42,665 9,379 269 – 52,313Total revenues $829,285 $409,770 $117,407 $(11,219) $1,345,243 Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recordedin ATM operating revenues and ATM product sales and other revenues line in the accompanying Consolidated Statements ofOperations. ATM operating revenues are recognized daily as the associated transactions are processed or monthly on a per ATM orper cardholder basis. For customer contracts that provide for up-front fees that do not pertain to a distinct performanceobligation, such fees are recognized over the term of the underlying agreement on a straight-line basis. ATM product salesand other revenues are recognized when the related performance obligations are fulfilled largely via a transfer of goods orservices to the customer. ATM operating revenues. The Company presents revenues from automated consumer financial services, bank-brandingand surcharge-free network offerings, managed services and other services in the ATM operating revenues line in theaccompanying Consolidated Statements of Operations. The Company’s ATM operating revenues consist of the following: ·Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cashwithdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of thecontracts negotiated with our merchants. In the U.S. and Canada, the Company does not receive surcharge fees fromcardholders whose financial institutions participate in a surcharge-free network or have branded a location; instead,the Company receives interchange and bank-branding or surcharge-free network-branding revenues, which arediscussed below. For certain ATMs, primarily those owned and operated by merchants, the Company does notreceive any portion of the surcharge but rather the entire surcharge fee is earned by the merchant. In the U.K., ATMdeployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on withdrawal and certain other transactions. Thesefees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., the Company only earns asurcharge fee paid by the cardholder on withdrawal transactions, and interchange is only paid by the cardholder’sfinancial institution on other non-withdrawal transaction types. In Germany, Australia, and Mexico, the Companycollects surcharge fees on withdrawal transactions but generally does not receive interchange revenue. In SouthAfrica, the Company generally earns interchange revenues only,105 Table of Contentsthe amount of which varies by transaction type and customer arrangement. Surcharge revenues, as described above,are recognized daily as the associated transactions are processed. ·Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s useof an ATM that is owned by another operator and for the fee the EFT network charges to transmit data between theATM and the cardholder’s financial institution. The Company typically receives a majority of the interchange feepaid by the cardholder’s financial institution, net of the amount retained by the EFT network and the Companyrecognizes the net amount received from the network as revenue. In some markets in which the Company operates,interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, includingbalance inquiries and balance transfers. Interchange revenues are subject to variable terms and are recognized dailyas the associated transactions are processed. ·Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are ownedand operated by the Company are branded with the logo of the branding financial institution. The financialinstitution’s customers have access to use those bank-branded ATM’s without paying a surcharge fee. Under theCompany’s surcharge-free network arrangements, financial institutions that participate pay either a fixed monthlyfee per cardholder or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network ofATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or percardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement. ·Managed services revenue. Under a managed service arrangement, the Company offers ATM-related servicesdepending on the needs of our customers, including monitoring, maintenance, cash management, cash delivery,customer service, transaction processing, and other services. Under a managed services arrangement, all of thesurcharge and interchange fees are generally earned by the customer, whereas the Company typically receives afixed management fee per ATM and/or a fixed fee per transaction in return for providing the agreed-upon operatingservices. The managed services fees are recognized as the related services are provided. ·Other revenue. Other revenues include ATM operating revenues from transaction processing for third-party ATMoperators. The Company also earns ATM operating revenues related to advertising and other services. The Companytypically recognizes these revenues as the related services are provided. ATM product sales and services. The Company presents revenues from other product sales and services in the ATMproduct sales and services line in the accompanying Consolidated Statements of Operations. The Company earns revenuesfrom the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenuesrelated to these activities are recognized when the equipment is delivered to the customer and the Company has completedall required installation and set-up procedures. With respect to the sale of ATMs to Value-Added-Resellers (“VARs”), theCompany recognizes revenues related to such sales when the equipment is delivered to the VAR. Due to the transactional nature of the Company’s revenue, there are no significant judgments that affect thedetermination of the amount and timing of its revenues. Contract Balances As of December 31, 2018, the Company has recognized no significant contract assets apart from accounts receivablesthat relate to completed performance obligations. Contract liabilities totaled $8.4 million and $5.7 million at December 31,2018 and December 31, 2017, respectively. These amounts represent deferred revenues for advance consideration receivedlargely in relation to bank-branding and surcharge-free network arrangements. The revenue recognized during the year endedDecember 31, 2018 on previously recognized deferred revenues was not material. The Company expects to recognize therevenue associated with its contract liabilities ratably over various periods extending over the next 36 months. During theyear ended December 31, 2018, the Company did not recognize any significant impairment losses related to its accountsreceivable or contract assets. For additional information related to the allowance for doubtful accounts, see Note 1. Generaland Basis of Presentation - (i) Accounts Receivable, net of Allowance for Doubtful Accounts. 106 Table of ContentsContract Cost The Company expects that the incremental commissions paid to sales personnel, together with other associated costs, arerecoverable, and therefore, the Company capitalizes these amounts as deferred contract acquisition costs. Upon adoption ofthe new revenue standard on January 1, 2018, the Company recognized deferred sales commissions of $7.5 million, and as ofDecember 31, 2018, the deferred sales commissions totaled $7.9 million. Sales commissions capitalized are generallyamortized over a 4 - 5 year period corresponding with the related placement agreements. Similarly, and consistent with pastpractice, the costs incurred to fulfill a contract, largely consisting of prepaid merchant commissions and other considerationpaid or provided to merchant partners, are capitalized and recognized over the duration of the related contract. Practical Expedients and Other Disclosures In order to adopt and subsequently apply the new revenue standard, the Company utilized various practical expedients.The Company elected not to re-examine contracts modified prior to its adoption using the modified retrospective adoptionmethod and elected to utilize a portfolio approach to assess and apply the impact of the new revenue standard. Furthermore,the Company has elected not to disclose information about remaining performance obligations that have original expecteddurations of one year or less. Similarly, the Company does not defer the costs of obtaining a contract if the associatedcontract is one year or less. The Company’s bank-branding, surcharge-free network, and managed services arrangements result in the Companyproviding a series of distinct services that have the same pattern of transfer to the customer. As a result, these arrangementscreate singular performance obligations that are satisfied over-time (generally 3 - 5 years) for which the Company has a rightto consideration that corresponds directly with the value of the entity’s performance completed to date. In conjunction withthese arrangements, the Company recognizes revenue in the amount it has a right to receive. Variable consideration mayexist in these arrangements and is recognized only to the extent a significant reversal is not probable. (4) Acquisitions On January 6, 2017, the Company completed the acquisition of DirectCash Payments Inc. (“DCPayments”), wherebyDCPayments became a wholly-owned indirect subsidiary of the Company. In connection with the closing of the acquisition,the Company acquired each DCPayments common share for $19.00 Canadian Dollars in cash and repaid DCPaymentsoutstanding third-party indebtedness. The combined aggregate of consideration totaled approximately $658 millionCanadian Dollars (approximately $495 million U.S. dollars at the acquisition date foreign exchange rate). The total amountpaid for the acquisition at closing was financed with cash-on-hand and borrowings under the Company’s revolving creditfacility. As a result of the DCPayments acquisition, the Company significantly increased the size of its Canada, Mexico, andU.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. The DCPayments acquisition was accounted for as a business combination using the purchase method of accountingunder the provisions of ASC Topic 805, Business Combinations. In accordance with this guidance, all assets acquired andliabilities assumed have been recorded at their estimated fair value as of the acquisition date and any excess of the purchaseconsideration over the fair value of the identifiable assets acquired and liabilities assumed has been recognized asgoodwill. In conjunction with the transaction, the Company recognized current and other noncurrent assets of $50.4 million,property and equipment of $68.8 million, goodwill of $300.3 million, intangible assets of $182.1 million, current and otherlong-term liabilities of $74.0 million, ARO of $8.9 million, and a deferred tax liability of $23.2 million. On January 31, 2017, the Company completed the acquisition of Spark ATM Systems Pty Ltd. (“Spark”), an independentATM operator in South Africa, with a network of approximately 2,300 ATMs. The initial purchase consideration ofapproximately $19.5 million was paid in cash. In addition to the initial consideration, the total purchase price also includespotential additional contingent consideration up to $55.5 million at the December 31, 2018 foreign currency exchange rate.The contingent consideration will vary based upon performance relative to certain agreed upon earnings targets in 2019 and2020 and would be payable to the previous investors in 2020 and 2021, respectively. The recognized acquisition date fairvalue of the contingent consideration was $34.8 million, at the January 31, 2017 foreign107 Table of Contentscurrency exchange rate, as determined with the assistance of an independent appraisal firm using forecasted future financialprojections and other Level 3 inputs. For additional information related to the Company’s fair value estimates, see Note 18.Fair Value Measurements. In conjunction with the transaction, the Company also recognized property and equipment of$5.3 million, goodwill of $48.2 million, intangible assets of $2.8 million, ARO of $0.4 million, and other net liabilities of$1.5 million. (5) 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, 2018 2017 2016 (In thousands)Cost of ATM operating revenues $788 $543 $875Selling, general, and administrative expenses 14,872 13,852 20,555Total share-based compensation expense $15,660 $14,395 $21,430 Total share-based compensation expense increased $1.3 million during the year ended December 31, 2018 compared tothe prior year due to the amount and timing of share-based payment awards, net of forfeitures. Total share-basedcompensation expense decreased $7.0 million during the year ended December 31, 2017 compared to the prior year partiallydue to: (i) a lower expected payout for the performance-based awards compared to the prior year and (ii) a higher level offorfeitures during the period as a result of the Company’s Restructuring Plan and the associated employee terminations. Theemployee terminations resulted in the net reversal of $1.5 million in share-based compensation expense during the threemonths ended March 31, 2017. 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 up to 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, 2018, 651,459 options and 7,155,614 shares of RSAsand RSUs, net of cancellations, had been granted under the 2007 Plan, and options to purchase 301,875 common shares havebeen exercised. 2001 Plan. No awards were granted in 2018, 2017, and 2016 under the Company’s 2001 Plan. As of December 31, 2018,options to purchase an aggregate of 6,438,172 common shares, net of cancellations, had been granted108 Table of Contentspursuant to the 2001 Plan, all of which the Company considered as non-qualified stock options, and 6,306,821 of theseoptions had been exercised. 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 or the associated performance period, if longerthan one year. The majority of these grants have both a service-based (“Time-RSUs”) and a performance-based vestingschedule (“Performance-RSUs”), and for these the Company recognizes the related compensation expense based on theestimated performance levels that management believes will ultimately be met. In addition, a portion of the awards are Time-RSUs and the associated expense is recognized ratably up to four years. Finally, a limited number of RSUs have a market-based and service based vesting schedule (“Market-Based-RSUs”). For these grants, the Company recognizes the estimatedgrant date fair value over a 36 month period. Performance-RSUs and Time-RSUs are convertible into the Company’s commonshares after the passage of the vesting periods, which are generally 24, 36, and 48 months from January 31 of the grant year,at the rate of 50%, 25%, and 25%, respectively. Performance-RSUs and Market-Based RSUs will be earned to the extent theCompany achieves the associated performance-based or market-based vesting conditions. Although these RSUs are notconsidered to be earned and outstanding until the vesting conditions are met, the Company recognizes the relatedcompensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier) using agraded vesting methodology. RSUs are also granted outside of LTIPs, with or without performance-based vestingrequirements. The number of the Company’s non-vested RSUs as of December 31, 2018, and changes during the year endedDecember 31, 2018, are presented below: Number ofShares WeightedAverageGrant DateFair ValueNon-vested RSUs as of December 31, 2017 1,006,009 $37.88Granted 723,045 $26.96Vested (657,814) $38.67Forfeited (160,075) $37.34Non-vested RSUs as of December 31, 2018 911,165 $28.74 The above table only includes earned RSUs; therefore, the Performance-RSUs and Market-Based RSUs granted in 2018but not yet earned are not included. The number of Performance-RSUs granted at target in 2018, net of actual forfeitures, was304,114 units with a grant date fair value of $22.84 per unit. The number of Market-Based RSUs granted in 2018, net ofactual forfeitures, was 134,989 units with a grant date fair value of $24.13 per unit. Time-RSUs are included as granted. Theweighted average grant date fair value of the RSUs granted was $26.96, $37.80, and $37.63 for the years endedDecember 31, 2018, 2017, and 2016, respectively. The total fair value of RSUs that vested during the years endedDecember 31, 2018, 2017, and 2016 was $16.7 million, $26.0 million, and $16.1 million, respectively. Compensationexpense associated with RSUs totaled $15.1 million, $14.5 million, and $21.0 million for the years ended December 31,2018, 2017, and 2016, respectively. As of December 31, 2018, the unrecognized compensation expense associated withearned RSUs was $13.3 million, which will be recognized using a graded vesting schedule for Performance-RSUs and astraight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of approximately 1.7 years. 109 Table of ContentsOptions. The number of the Company’s outstanding stock options as of December 31, 2018, and changes during the yearended December 31, 2018, are presented below: Number of Shares WeightedAverageExercise Price AggregateIntrinsic Value Weighted AverageRemainingContractual TermOptions outstanding as of December 31, 2017 1,250 $9.69 Granted 234,959 22.31 Exercised (1,250) 9.69 Options outstanding as of December 31, 2018 234,959 $22.31 $867 9.25years Options vested and exercisable as ofDecember 31, 2018 — $ — $ — —years For the year ended December 31, 2018, the total intrinsic value of options exercised, estimated tax benefits to theCompany of the options exercised, and the cash received by the Company as a result of option exercises were all immaterial.Options exercised during the years ended December 31, 2017 and 2016 had a total intrinsic value of $0.3 million and $2.1million, respectively, which resulted in estimated tax benefits to the Company of $0.1 million and $0.7 million, respectively.The cash received by the Company as a result of option exercises was $0.1 million and $0.7 million for the years endedDecember 31, 2017 and 2016, respectively. Compensation expense associated with options totaled $0.6 million for the yearended December 31, 2018. No compensation expense was recorded for the years ended December 31, 2017 and 2016. As ofDecember 31, 2018, the unrecognized compensation expense associated with outstanding options was $1.4 million, whichwill be recognized over the remaining weighted average vesting period of approximately 2.1 years. Fair value assumptions. The Company utilizes the Black-Scholes option-pricing model to value options, which requiresthe input of certain subjective assumptions, including the expected life of the options, a risk-free interest rate, a dividendrate, an estimated forfeiture rate, and the future volatility of the Company’s common equity. These assumptions are based onmanagement’s best estimate at the time of grant. Value assumptions as of December 31, 2018 are presented below: Valuation assumptions: Expected option term (in years) 6Expected volatility33.02%Expected dividend yield0.00%Risk-free interest rate2.62% Restricted Stock Awards. As of December 31, 2018, all Restricted Stock Awards (“RSAs”) have fully vested and theCompany has no unrecognized compensation expense. The Company ceased granting RSAs in 2013. (6) 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. Potentially dilutive securities for the years ended December 31, 2018, 2017, and 2016 included all outstanding stockoptions, RSAs, and RSUs, which were included in the calculation of diluted earnings per share for these periods. Thepotentially dilutive effect of outstanding warrants and the underlying shares exercisable under the Company’s ConvertibleNotes were excluded from diluted shares outstanding as the exercise price exceeded the average market price of theCompany’s common shares. The effect of the note hedge, described in Note. 12. Long-Term Debt, was also excluded as theeffect is anti-dilutive. Additionally, the restricted shares issued under RSAs have a non-forfeitable right to cash dividends, if and whendeclared by the Company. Accordingly, restricted shares issued under RSAs are considered to be participating securities.110 Table of ContentsFor the year ended December 31, 2018, there were no unvested RSAs. For the year ended December 31, 2017, the Companydid not allocate the undistributed loss among the vested restricted shares as they did not carry an obligation to share in theloss. For the year ended December 31, 2016, the Company allocated the undistributed earnings among its outstandingcommon shares and issued but unvested restricted shares. The allocated details are as follows: Earnings (Loss) per Share (in thousands, excluding share and per share amounts) 2018 Income WeightedAverageSharesOutstanding Earningsper ShareBasic: Net income attributable to controlling interests and available to commonshareholders $3,676 Less: Undistributed earnings allocated to unvested RSAs Net income available to common shareholders $3,676 45,988,775 $0.08 Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ — Stock options added to the denominator under the treasury stock method 497 RSUs added to the denominator under the treasury stock method 447,167 Less: Undistributed earnings reallocated to RSAs — Net income available to common shareholders and assumed conversions $3,676 46,436,439 $0.08 2017 2016 (Loss) WeightedAverageSharesOutstanding (Loss)perShare Income(Loss) WeightedAverageSharesOutstanding EarningsperShare Basic: Net (loss) income attributable to controllinginterests and available to commonshareholders $(145,350) $87,991 Less: Undistributed earnings allocated tounvested RSAs (42) Net (loss) income available to commonshareholders $(145,350) 45,619,679 $(3.19) $87,949 45,206,119 $1.95 Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated torestricted shares $ $42 Stock options added to the denominatorunder the treasury stock method 24,509 RSUs added to the denominator under thetreasury stock method 590,899 Less: Undistributed earnings reallocated toRSAs (41) Net (loss) income available to commonshareholders and assumed conversions $(145,350) 45,619,679 $(3.19) $87,950 45,821,527 $1.92 111 Table of ContentsPotentially dilutive common shares related to restricted shares issued by the Company under RSAs were 2,821 for theyear ended December 31, 2017. The computation of diluted earnings per share excluded potentially dilutive common sharesrelated to restricted shares issued by the Company under RSAs of 2,821 shares for the year ended December 31, 2016 becausethe effect of including these shares in the computation would have been anti-dilutive. (7) Related Party Transactions Board members. Jorge Diaz, a member of the Board, retired from his position as the Division President and ChiefExecutive Officer of Fiserv Output Solutions, a division of Fiserv during September 2018. During the years endedDecember 31, 2018, 2017, and 2016, Fiserv provided the Company with third-party services during the normal course ofbusiness, including transaction processing, network hosting, network sponsorship, and cash management. The amounts paidto Fiserv in each of these years were immaterial to the Company’s financial statements. G. Patrick Philips, a member of the Board, is a member of the Board of Directors for USAA Federal Savings Bank (“USAAFSB”). During the years ended December 31, 2018, 2017, and 2016, the Company provided bank-branding and Allpointservices to USAA on terms that are generally consistent with its other customers for similar services. (8) Property and Equipment, net The Company’s property and equipment consisted of the following: December 31, 2018 December 31,2017 (In thousands)ATM equipment and related costs $609,070 $661,108Technology assets 164,080 146,489Facilities, equipment, and other 104,188 94,446Total property and equipment 877,338 902,043Less: Accumulated depreciation (417,151) (404,141)Property and equipment, net $460,187 $497,902 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$29.8 million and $50.5 million as of December 31, 2018 and 2017, respectively. 112 Table of Contents(9) Intangible Assets Goodwill The following tables present the net carrying amount of the Company’s intangible assets with indefinite lives as ofDecember 31, 2018 and 2017, as well as the changes in the net carrying amounts for the years ended December 31, 2018 and2017 by segment: North America Europe & Africa Australia & NewZealand Total (In thousands) 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 Foreign currency translation adjustments (9,147) (15,428) (1,220) (25,795) Goodwill, gross as of December 31, 2018 $556,570 $231,121 $151,494 $939,185Accumulated impairment loss — (50,003) (140,038) (190,041)Goodwill, net as of December 31, 2018 $556,570 $181,118 $11,456 $749,144 Intangible Assets with Definite Lives The following table presents the Company’s intangible assets that were subject to amortization: December 31, 2018 December 31, 2017 GrossCarryingAmount AccumulatedAmortization NetCarryingAmount GrossCarryingAmount AccumulatedAmortization Net CarryingAmount (In thousands)Merchant and bank-brandingcontracts/relationships $476,429 $(340,899) $135,530 $490,332 $(299,801) $190,531Trade names 18,010 (9,804) 8,206 19,139 (7,091) 12,048Technology 10,963 (6,490) 4,473 10,901 (5,230) 5,671Non-compete agreements 4,247 (4,244) 3 4,438 (4,308) 130Revolving credit facility deferredfinancing costs 4,170 (1,535) 2,635 2,730 (1,248) 1,482Total intangible assets with definitelives $513,819 $(362,972) $150,847 $527,540 $(317,678) $209,862 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 definite-lived trade names,three years for acquired technology, and one to five years for non-compete agreements. Deferred financing costs relating tothe revolving credit facility are amortized through interest expense over the contractual term of the revolving credit facilityutilizing the effective interest method. The Company periodically reviews the estimated useful lives of its identifiableintangible assets, taking into consideration any events or circumstances that might result in a reduction in fair value or arevision of those estimated useful lives. Amortization of definite-lived intangible assets is recorded in the Amortization of intangible assets line 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 in the accompanying Consolidated Statements of Operations. Certainexclusive license agreements that were effectively prepayments of merchant fees were amortized through the Cost of ATM113 Table of Contentsoperating revenues line in the accompanying Consolidated Statements of Operations during the years endedDecember 31, 2018, 2017, and 2016 and totaled $11.7 million, $10.0 million, and $8.9 million, respectively. The Company’s intangible assets acquired during the years ended December 31, 2017 consisted of the following: AmountAcquired in2017 Weighted AverageAmortizationPeriod (Inthousands) Merchant and bank-branding contracts/relationships $174,210 8.0yearsTrade name: definite-lived 10,693 3.0yearsTotal $184,903 Estimated amortization for the Company’s intangible assets with definite lives as of December 31, 2018, for each of thenext five years, and thereafter is as follows (in thousands): 2019 $49,2752020 38,2212021 21,2612022 15,8912023 13,810Thereafter 12,389Total $150,847.(10) Prepaid Expenses, Deferred Costs, and Other Assets The Company’s prepaid expenses, deferred costs, and other assets consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Current portion of prepaid expenses, deferred costs, and other current assets Prepaid expenses $39,945 $44,480Interest rate swap and cap contracts 4,489 1,154Deferred costs and other current assets 39,952 50,472Total $84,386 $96,106 Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets Prepaid expenses $27,046 $34,264Interest rate swap and cap contracts 15,316 14,467Deferred costs and other noncurrent assets 9,315 9,025Total $51,677 $57,756 114 Table of Contents(11) Accrued Liabilities The Company’s accrued liabilities consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Accrued merchant settlement $198,512 $101,366Accrued merchant fees 33,551 57,079Accrued taxes 32,899 35,759Accrued compensation 26,147 24,044Accrued cash management fees 8,882 16,604Accrued armored 7,984 6,654Accrued processing costs 7,365 7,830Accrued purchases 6,654 4,631Accrued maintenance 3,911 3,927Accrued interest 3,343 8,679Accrued telecommunications costs 2,187 1,413Accrued interest on interest rate swaps 114 1,070Other accrued expenses 37,611 37,889Total accrued liabilities $369,160 $306,945 (12) Long-Term Debt The Company’s carrying value of long-term debt consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Revolving credit facility, including swingline credit facility (weighted averagecombined interest rate of 2.8% and 3.2% as of December 31, 2018 and December31, 2017, respectively) $259,081 $122,4611.00% Convertible Senior Notes due 2020, net of unamortized discount andcapitalized debt issuance costs 263,507 251,9735.125% Senior Notes due 2022, net of capitalized debt issuance costs — 248,0385.50% Senior Notes due 2025, net of capitalized debt issuance costs 295,897 295,249Total long-term debt $818,485 $917,721 The Convertible Notes with a face value of $287.5 million are presented net of unamortized discount and capitalizeddebt issuance costs of $24.0 million and $35.5 million as of December 31, 2018 and December 31, 2017, respectively. The5.125% Senior Notes due 2022 (the “2022 Notes”) with a face value of $250.0 million are presented net of capitalized debtissuance costs of $2.0 million as of December 31, 2017. For additional information related to the 2022 Notes and the 2018redemption, see $250.0 Million 5.125% Senior Notes Due 2022 below. The 5.50% Senior Notes due 2025 (the “2025 Notes”)with a face value of $300.0 million are presented net of capitalized debt issuance costs of $4.1 million and $4.8 million as ofDecember 31, 2018 and December 2017, respectively. Revolving Credit Facility On November 19, 2018, the Company entered into a second amended and restated credit agreement (the “CreditAgreement”). The Credit Agreement provides the Company with a $600.0 million revolving credit facility maturing onNovember 19, 2023, which includes an accordion feature that allows the Company to increase the available borrowingsunder the credit facility to $700.0 million by obtaining increased commitments from one or more existing lenders or one ormore additional lenders that become party to the Credit Agreement and who consent at such time to providing additionalcommitments. In addition, the credit facility includes a sub-limit of up to $150.0 million for letters of credit and a sub-limitof up to $50.0 million for swingline loans. Borrowings under the revolving credit facility were used for the redemption115 Table of Contentsof the Company’s 2022 Notes. For additional information related to the redemption, see $250.0 Million 5.125% Senior NotesDue 2022 below. 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. Borrowings (notincluding swingline loans) accrue interest, at the Company’s option and based on the type of currency borrowed, at theAlternate Base Rate, the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian Dealer Offered Rate, the Bank BillSwap Reference Rate or the Johannesburg Interbank Agreed Rate (each, as defined in the Credit Agreement) plus a margindepending on the Company’s most recent Total Net Leverage Ratio (as defined in the Credit Agreement). The margin forAlternative Base Rate loans and Canadian Prime Rate loans varies between 0% and 0.75%, and the margin for AdjustedLIBO Rate loans, Canadian Dealer Offered Rate loans, Bank Bill Swap Reference Rate loans and Johannesburg InterbankAgreed Rate Loans varies between 1.00% and 1.75%. Swingline loans denominated in U.S. dollars bear interest at theAlternate Base Rate plus a margin as described above, swingline loans denominated in Canadian dollars bear interest at theCanadian Prime Rate plus a margin as described above and swingline loans denominated in other alternative currencies bearinterest at the Overnight Foreign Currency Rate (as defined in the Credit Agreement) plus the applicable margin for theAdjusted LIBO Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate, as applicable. Each of the Credit Facility Guarantors (as defined in the Credit Agreement) has guaranteed the full and punctualpayment of the obligations under the revolving credit facility and the obligations under the revolving credit facility aresecured by substantially all of the assets of the Credit Facility Guarantors. In addition, the obligations of the CFC Borrowers(as defined in the Credit Agreement) are guaranteed by the CFC Guarantors and secured by substantially all of the assets ofthe CFC Guarantors (as defined in the Credit Agreement). 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, (iv) notification of certain events, and (v) certain covenants relating to,among other things, the sale or transfer of assets, fundamental changes, incurrence or guarantee of indebtedness, liens,investments, hedging transactions with affiliates and sale and leaseback transactions. Financial covenants in the CreditAgreement require the Company to maintain: (i) as of the last day of any fiscal quarter, a Total Net Leverage Ratio (asdefined in the Credit Agreement) of no more than 4.25 to 1.00, and (ii) as of the last day of any fiscal quarter, an InterestCoverage Ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00. Additionally, the Company is limited onthe amount of restricted payments; however, the Company may generally make restricted payments so long as no event ofdefault exists at the time of such payment and the Total Net Leverage Ratio is less than 3.75 to 1.00 at the time suchrestricted payment is made. As of December 31, 2018, the Company had $259.1 million of outstanding borrowings under its $600.0 millionrevolving credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. TheCompany also had $9.1 million outstanding in letters of credit. The weighted average interest rates on the Company’soutstanding borrowings under the revolving credit facility were 2.8% and 3.2%, as of December 31, 2018 and December 312017, 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 the instrument in amanner that reflects the issuer’s non-convertible debt borrowing rate. The Company, with assistance from a valuationprofessional, determined that the fair value of the debt component was $215.8 million and the fair value of the116 Table of Contentsembedded 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 July 1, 2016, the Convertible Notes will be convertible into sharesof 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, 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 deemed convertible as of December 31, 2018, and therefore, remain classified in theLong-term debt line in the accompanying Consolidated Balance Sheets at December 31, 2018. 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, 2018 2017 2016 (In thousands)Cash interest per contractual coupon rate $2,875 $2,875 $2,875Amortization of note discount 10,762 10,210 9,690Amortization of debt issuance costs 772 695 624Total interest expense related to Convertible Notes $14,409 $13,780 $13,189 117 Table of ContentsThe Company’s carrying value of the Convertible Notes consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Principal balance $287,500 $287,500Unamortized discount and capitalized debt issuance costs (23,993) (35,527)Net carrying amount of Convertible Notes $263,507 $251,973 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 December 19, 2018, the Company redeemed all outstanding aggregate principal of its 2022 Notes at a price of102.563% together with accrued and unpaid interest to the redemption date. The 2022 Notes were issued pursuant to anindenture dated July 28, 2014 among Cardtronics Delaware, certain subsidiary guarantors and Wells Fargo Bank, NationalAssociation, as trustee. Borrowings under the revolving credit facility were used for the redemption of the Company’s 2022Notes. In connection with the early extinguishment of the 2022 Notes, the Company recorded a $1.4 million pre-tax chargeduring the year ended December 31, 2018 to write off the unamortized deferred financing costs related to the 2022 Notes,which are included in the Amortization of deferred financing costs and note discount line in the accompanying ConsolidatedStatement of Operations. Additionally, the Company recorded a $6.4 million pre-tax charge related to the premium paid atredemption, which is included in the Redemption costs for early extinguishment of debt line in the accompanyingConsolidated Statements of Operations. $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. The118 Table of Contents2025 Notes and the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 NotesGuarantors’ existing and future secured debt to the extent of the collateral securing such debt, including all borrowings underthe Company’s revolving credit facility. The 2025 Notes are structurally subordinated to all liabilities of any of Cardtronicsplc’s subsidiaries (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 Notes Guarantoras unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or the covenantdefeasance 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, 2018, for each of thenext five years, and thereafter is as follows (in thousands): 2019 $ —2020 287,5002021 —2022 —2023 259,081Thereafter 300,000Total $846,581.(13) Asset Retirement Obligations Asset retirement obligations (“ARO”) consist primarily of costs to deinstall the Company’s ATMs and, in some cases,restore the ATM sites to their original condition, which are estimated based on current market rates. In most cases, theCompany is contractually required to perform this deinstallation of its owned ATMs and in some cases, site restoration work.For each group of similar ATM types, 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 the asset’s estimated useful life, which is the estimated average time periodthat an ATM is installed in a location before being deinstalled, and the related liabilities are accreted to their full value overthe same period of time. 119 Table of ContentsThe changes in the Company’s ARO liability consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Beginning balance asset retirement obligations $69,757 $54,907Additional obligations 9,914 11,727Estimated obligations assumed in acquisitions — 9,343Accretion expense 1,861 1,856Change in estimates 462 (108)Payments (16,694) (9,788)Foreign currency translation adjustments (4,077) 1,820Ending balance asset retirement obligations 61,223 69,757Less: current portion of asset retirement obligations 6,810 9,837Ending balance asset retirement obligations, excluding currentportion $54,413 $59,920 For additional information related to the Company’s AROs with respect to its fair value measurements, see Note 18. FairValue Measurements. (14) Other Liabilities The Company’s Other liabilities consisted of the following: December 31, 2018 December 31, 2017 (In thousands)Current portion of other long-term liabilities Interest rate swap and cap contracts $396 $7,314Asset retirement obligations 6,810 9,837Deferred revenue 4,109 3,590Other 8,951 10,629Total current portion of other long-term liabilities $20,266 $31,370 Noncurrent portion of other long-term liabilities Acquisition related contingent consideration $38,266 $42,614Interest rate swap and cap contracts 2,894 3,547Deferred revenue 4,319 2,063Other 22,261 26,778Total noncurrent portion of other long-term liabilities $67,740 $75,002 As of December 31, 2018 and 2017, the Acquisition-related contingent consideration line consisted of the estimated fairvalue of the contingent consideration associated with the Spark acquisition. For additional information related to the Sparkacquisition contingent consideration, see Note 4. Acquisitions. (15) 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. 120 Table of ContentsChange 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 earningslines in the accompanying Consolidated Balance Sheets. Common shares. The Company has 46,134,381 and 45,696,338 shares outstanding as of December 31, 2018 and 2017,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 hedges of$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 12. Long-Term Debt. Accumulated 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, 2018, 2017,and 2016: 121 Table of Contents ForeignCurrencyTranslationAdjustments Unrealized (Losses)Gains on InterestRate Swap andForeign CurrencyForward Contracts Total (In thousands)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 ofDecember 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)Other comprehensive (loss) income before reclassification (41,938) 4,725 (37,213)Amounts reclassified from accumulated other comprehensive loss,net — 3,931 3,931Net current period other comprehensive (loss) income (41,938) 8,656 (33,282)Total accumulated other comprehensive loss, net as ofDecember 31, 2018 $(66,312)$(565)$(66,877) (1)Net of deferred income tax (benefit) expense of $(2,959) as of December 31, 2015, and $9,269, $16,317, and $19,112 as ofDecember 31, 2016, 2017, and 2018, respectively.(2)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 17. DerivativeFinancial Instruments.(3)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 17. DerivativeFinancial Instruments.(4)Net of deferred income tax (benefit) expense of $1,525 and $1,270 for Other comprehensive loss before reclassification and Amountsreclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2018. See Note 17. DerivativeFinancial Instruments.(5)Net of deferred income tax (benefit) of $(5,232) $(5,339), and $(4,113) as of December 31, 2018, 2017, and 2016, respectively.(6)Net of deferred income tax expense of $107, $1,226, and $2,548 for the years ended December 31, 2018, 2017, and2016, respectively. The Company records unrealized gains and losses related to its interest rate swap and foreign currency forward contracts,net of estimated taxes, in the Accumulated other comprehensive loss, net line in the accompanying Consolidated BalanceSheets since it is more likely than not that the Company will be able to realize the benefits associated with its net deferred taxasset positions in the future. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in theCost of ATM operating revenues line 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 and foreign currency forward contracts in Accumulated other comprehensive loss, net within theaccompanying Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when thevaluation allowance was appropriately released as a tax benefit into continuing operations in 2010, will reverse out of theAccumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets and into continuing122 (1) (6)(2)(2)(5)(1)(6)(3)(3)(5)(1)(6)(4)(4)(5)(1) Table of Contentsoperations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of December 31, 2018, thedisproportionate tax effect is $14.6 million. The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested for anindefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’sbook basis and underlying tax basis in these subsidiaries or on the foreign currency translation adjustment amounts. (16) 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 2018, 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, $3.7 million, and $2.9 million to the defined contribution benefitplans for the years ended December 31, 2018, 2017, and 2016, respectively. (17) 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 contractsand interest rate cap agreements (“Interest Rate Derivatives”) to manage the interest rate risk associated with its vault cashrental obligations in the U.S., Canada, the U.K., and Australia. The Company also has entered into an interest rate swap tomitigate its exposure to floating interest rates on its revolving credit facility borrowings outstanding. The Company is alsoexposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company uses foreigncurrency forward contracts to hedge its foreign exchange rate risk associated with certain anticipated transactions. Currently,the Company has outstanding foreign currency forward contracts for the purchase of approximately $3 million Canadiandollars with durations that extend through June 28, 2019. The Company’s Interest Rate Derivatives serve to mitigate interest rate risk exposure by converting a portion of theCompany’s monthly floating-rate vault cash rental payments to either monthly fixed-rate vault cash rental payments or to vault cash rental payments with a capped rate. Typically, the Company receives monthly floating-rate payments from itsInterest Rate Derivative counterparties that correspond to, in all material respects, the monthly floating-rate paymentsrequired by the Company to its vault cash rental providers for the portion of the average outstanding vault cash balances thathave been hedged. The floating-rate payments may or may not be capped or limited. In return, the Company pays itscounterparties a monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cashrental obligation interest rate from a floating-rate to a fixed-rate or a capped rate, the impact of favorable and unfavorablechanges in future interest rates on the monthly vault cash rental payments recognized in the Cost of ATM operating revenuesline in the accompanying Consolidated 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 Derivatives discussed above are used by the Company to hedge exposure to variability in expectedfuture cash flows attributable to a particular risk; therefore, they are designated and qualify as cash flow hedging instruments.The Company does not currently hold any derivative instruments not designated as hedging instruments, fair value hedges,or hedges of a net investment in a foreign operation. The Company reports the effective portion of the gain or loss related to each cash flow hedging instrument as acomponent of Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets and123 Table of Contentsreclassifies the gain or loss into earnings in the Vault cash rental expense line in the accompanying Consolidated Statementsof Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings. 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 income line in the accompanyingConsolidated Statement of Operations. As discussed above, the Company generally utilizes fixed-for-floating Interest RateDerivatives where the underlying pricing terms of the cash flow hedging instrument agree, in all material respects, with thepricing terms of the vault cash rental obligations to the Company’s vault cash providers. Therefore, the amount ofineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes 1)the vault cash obligations that have been hedged are no longer probable or 2) that underlying terms of the vault cash rentalagreements have changed such that they do not sufficiently agree to the pricing terms of the Interest Rate Derivatives theInterest Rate Derivative contracts would be deemed ineffective. The Company does not currently anticipate terminating ormodifying terms of its existing derivative instruments prior to their expiration dates. Accordingly, the Company recognizes all of its Interest Rate Derivative contracts derivative instruments as assets orliabilities in the accompanying Consolidated Balance Sheets at fair value and any changes in the fair values of the relatedInterest Rate Derivative contracts have been reported in Accumulated other comprehensive loss, net within theaccompanying Consolidated Balance Sheets. The Company believes that it is more likely than not that it will be able torealize the benefits associated with its net deferred tax asset positions in the future, therefore, the unrealized gains and lossesto the fair value related to the interest rate swap contracts have been reported net of estimated taxes in Accumulated othercomprehensive loss, net within the accompanying Consolidated Balance Sheets. For additional information related to theCompany’s interest rate swap contracts with respect to its fair value measurements, see Note 18. Fair Value Measurements. Cash Flow Hedges During the year ended December 31, 2018, the Company entered into the following new forward-starting interest rateswap contracts to hedge its exposure to floating interest rates on its vault cash balances outstanding in the U.S. in futureperiods: (i) $300.0 million aggregate notional amount interest rate swap contracts that began January 16, 2018 andterminated December 31, 2018, (ii) $200.0 million aggregate notional amount interest rate swap contracts that begin January1, 2021 and terminate December 31, 2021, (iii) $200.0 million aggregate notional amount interest rate cap contracts thatbegin January 1, 2021 and terminate December 31, 2023, (iv) 150.0 million Australian dollar aggregate notional amountinterest rate swap contracts that begin January 1, 2019 and decrease to 100 million Australian dollars January 1, 2020,terminating December 31, 2020, and (v) 125 million Canadian dollar aggregate notional amount interest rate swap contractsthat begin January 1, 2019 and terminate December 31, 2021. During the year ended December 31, 2018, the Company also entered into new forward-starting interest rate swapcontracts to hedge its exposure to floating interest rates on its Credit Agreement. These interest rate swaps have an aggregatenotional of 80 million U.K. pounds sterling and that begin January 2, 2019 and decreasing to 50 million pounds January 2,2020, terminating January 1, 2021. Summary of Outstanding Interest Rate Derivatives The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts and capagreement that are currently in place in the U.S., Canada, the U.K, and Australia (as of the date of the issuance of this 2018Form 10-K) are as follows: 124 Table of ContentsOutstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations North America – Interest Rate Swap Contracts NotionalAmounts Weighted AverageFixed Rate Notional Amounts Weighted AverageFixed Rate U.S. $ CAD$ Term (In millions) (In millions) $1,000 2.06% CAD$ 125 2.46% January 1, 2019 – December 31, 2019$1,000 2.06% CAD$ 125 2.46% January 1, 2020 – December 31, 2020$600 1.95% CAD$ 125 2.46% January 1, 2021 – December 31, 2021$400 1.46% January 1, 2022 – December 31, 2022 North America – Interest Rate Cap Contracts Notional Amounts Cap Rate U.S. $ (In millions) TermUSD200 3.25% January 1, 2021 – December 31, 2023 Maximum amount of interest to be paid each year as per terms of cap. Cost of cap is amortized through vault cash rentalexpense over term of cap. Europe & Africa – Interest Rate Swap Contracts Notional Amounts Weighted Average FixedRate U.K. £ Term (In millions) £550 0.90% January 1, 2019 – December 31, 2019£500 0.94% January 1, 2020 – December 31, 2020£500 0.94% January 1, 2021 – December 31, 2021£500 0.94% January 1, 2022 – December 31, 2022 Australia & New Zealand – Interest Rate Swap Contracts Notional AmountsAUS $ Weighted Average Fixed Rate Term (In millions) $35 2.98% January 1, 2019 – February 28, 2019$150 1.95% January 1, 2019 – December 31, 2019$100 1.95% January 1, 2020 – December 31, 2020 125 (1)1. Table of ContentsOutstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings Notional Amounts Weighted Average FixedRate U.K. £ Term (In millions) £80 0.95% January 2, 2019 – January 1, 2020£50 0.95% January 2, 2020 – January 1, 2021 The following tables depict the effects of the use of the Company’s derivative interest rate swap contracts in theaccompanying Consolidated Balance Sheets and Consolidated Statements of Operations. Balance Sheet Data December 31, 2018 December 31, 2017Asset (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 $4,489 Prepaid expenses,deferred costs, andother currentassets $1,154Interest rate swap contracts Prepaid expenses,deferred costs, andother noncurrentassets 15,316 Prepaid expenses,deferred costs, andother noncurrentassets 14,467Interest rate swap contracts Current portion ofother long-termliabilities (396) Current portion ofother long-termliabilities (7,314)Interest rate swap and cap contracts Other long-termliabilities (2,894) Other long-termliabilities (3,547)Total derivative instruments, net $16,515 $4,760 As of December 31, 2018, the Interest rate swap contracts – Prepaid expenses, deferred costs, and other current assetsbalance above also includes approximately $0.1 million related to foreign currency forward contracts. Statements of Operations Data Year Ended December 31, Derivatives in Cash Flow HedgingRelationship Amount of Gain (Loss)Recognized in AccumulatedOther Comprehensive Losson Derivative Instruments(Effective Portion) Location of LossReclassified fromAccumulated OtherComprehensive Loss intoIncome (Effective Portion) Amount of Gain Reclassifiedfrom Accumulated OtherComprehensive Loss intoIncome (Effective Portion) 2018 2017 2018 2017 (In thousands) (In thousands)Interest rate swap and cap contracts $4,725 $(3,007) Cost of ATM operatingrevenues $(3,931) $(20,036) (1)Includes a gain of $0.1 million related to foreign currency forward contracts. As of December 31, 2018, the Company expects to reclassify $4.1 million of net derivative-related gains containedwithin the Accumulated comprehensive loss, net line in its accompanying Consolidated Balance Sheets into earnings duringthe next twelve months concurrent with the recording of the related vault cash rental expense amounts. 126 (1)Table of Contents(18) Fair Value Measurements The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as ofDecember 31, 2018 and 2017 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 refers to 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, 2018 Total Level 1 Level 2 Level 3 (In thousands)Assets Assets associated with interest rate swap contracts $19,805 $ — $19,805 $ —Liabilities Liabilities associated with interest rate swapcontracts $(3,290) $ — $(3,290) $ —Liabilities associated with acquisition relatedcontingent consideration $(38,266) $ — $ — $(38,266) 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 swapcontracts $(10,861) $ — $(10,861) $ —Liabilities associated with acquisition-relatedcontingent consideration $(42,614) $ — $ — $(42,614) As of December 31, 2018 and 2017, liabilities associated with Level 2 interest rate swap contracts also includes aninsignificant amount related to foreign 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 and consistent withother market participants, the use of different methodologies or assumptions to determine the fair value of certain financialinstruments 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 basedon a discounted cash flow analysis using significant non-observable inputs (Level 3). Intangible assets subject toamortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount ofsuch assets may not be recoverable. An assessment of non-amortized intangible assets is performed on an annual basis ormore frequently based on the occurrence of events that might indicate a potential impairment. Acquisition-related contingent consideration. Acquisition-related contingent consideration. Liabilities fromacquisition-related contingent consideration are estimated by using a Monte Carlo simulation and market observable, as127 Table of Contentswell as internal projections, and other significant non-observable inputs (Level 3) based on the Company’s best estimate offuture operational results upon which the payment of these obligations are contingent. Future changes to the estimatedcontingent liability either higher or lower may occur as the estimated internal projections and other significant non-observable inputs for the calculation become available and are updated as deemed necessary. These future changes couldresult in a material change in the estimated contingent liability. The estimates and significant non-observable inputs maydiffer from actual results. As the estimated contingent liability is based upon performance relative to certain agreed uponearnings targets in 2019 and 2020, the performance based payments would occur in 2020 and 2021, respectively. As ofDecember 31, 2017 and 2018, the estimated fair value of the Company’s acquisition-related contingent considerationliability was approximately $42.6 million and $38.3 million, respectively. Based on current forecasts, we estimate thatapproximately one-third of the total aggregate payment will be made in the first quarter of 2020 with the remaining amountbeing paid in the first quarter of 2021. During the year ended December 31, 2018, the Company recognized mark-to-marketlosses of approximately $1.9 million to revise the estimated fair value of the contingent consideration liability. Separatelyforeign exchange gains of approximately $6.2 million, were recognized during the year ended December 31, 2018, toremeasure the South African Rand denominated liability reported in U.S. Dollars. Both the revision to the estimated fairvalue and the foreign exchange gains are included in the Other income line in the Consolidated Statements of Operations.For additional information related to the Spark acquisition contingent consideration, see Note 4. Acquisitions. 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, 2018, the fair value of our 2020 Notes and 2025 Notes totaled $266.9 million and$283.3 million, respectively, based on the quoted prices in markets that are not active inputs (Level 2) for these notes as ofthat date. For additional information related to long-term debt, see Note 12. Long-Term Debt. Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its AROliability using expected discounted future cash flow at the Company’s credit-adjusted risk-free interest rate. Liabilities addedto 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 liability duringthe years ended December 31, 2018 and 2017 totaled $9.9 million and $21.1 million, respectively. The additions during theyear ended December 31, 2017 largely related to the ATM placements acquired in the DCPayment and Spark acquisitions. Interest rate derivatives and foreign currency forward contracts. As of December 31, 2018, the recognized fair value ofthe Company’s Interest Rate Derivatives resulted in an asset of $19.8 million and a liability of $3.3 million (includingapproximately $0.1 million related to the foreign currency forward contracts). These financial instruments are carried at fairvalue and are valued using pricing models based on significant other observable inputs (Level 2), while taking into accountthe creditworthiness of the party that is in the liability position with respect to each trade. For additional information relatedto the valuation process of this asset or liability, see Note 17. Derivative Financial Instruments. (19) 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 contingent liabilities, based on ASC 450, contingencies, when it hasdetermined that a liability is probable and reasonably estimable. The Company’s management does not expect the outcomein any legal proceedings or claims, individually or collectively, to have a material adverse financial or operational impact onthe Company. Additionally, the Company currently expenses all legal costs as they are incurred. Operating Lease and Merchant Obligations The Company was a party to several operating leases as of December 31, 2018, primarily for the use of office space,vehicles, and office equipment. In addition, the Company was party to certain ATM placement agreements that contain fixedpayments and give rise to an obligation. 128 Table of ContentsThe payment obligations under the Company’s operating leases and ATM placement agreements were as follows as ofDecember 31, 2018: (In thousands)2019 $36,5902020 29,7602021 24,9902022 13,0812023 8,523Thereafter 39,222Total $152,166 Total rental expense under the Company’s operating leases, net of sublease income, was $16.4 million, $15.5 million,and $15.1 million for the years ended December 31, 2018, 2017, and 2016, respectively. Other Commitments Asset retirement obligations. The Company’s ARO consist primarily of costs to deinstall the Company’s ATMs and torestore the ATM sites to their original condition. In most cases, the Company is contractually required to perform thisdeinstallation of its owned ATMs, and in some cases, the site restoration work. The Company had $61.2 million accrued forthese liabilities as of December 31, 2018. For additional information, see Note 13. Asset Retirement Obligations. Acquisition-related contingent consideration. As a result of the Spark acquisition, the Company accrued $38.3 millionfor the acquisition – related contingent consideration as of December 31, 2018. For additional information related to theSpark acquisition contingent consideration, see Note 4. Acquisitions. Purchase commitments. During the normal course of business, the Company issues purchase orders for various products.As of December 31, 2018, the Company had open purchase commitments of $13.0 million for products to be delivered in2019. Other material purchase commitments as of December 31, 2018 included $9.9 million in minimum servicerequirements for certain gateway and processing fees over the next seven years. (20) 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. In accordance with SEC Staff Accounting bulletin No. 118 (SAB 118), theCompany adjusted the provisional estimates during the three months ended September 30, 2018. The Company decreased itsestimate of the one-time tax by $1.2 million upon its completion of the earnings and profits calculations of its foreignsubsidiaries. Offsetting this benefit, the Company recognized a charge of $1.0 million for deferred tax assets that will not berealized, determined after the release of IRS Notice 2018-68, clarifying deduction limitations for remunerations of coveredpersons. During the three months ended December 31, 2018, the Company additionally reduced its one-time tax by $0.2million and completed its accounting for the tax effects of the U.S. Tax Reform. Adjustments recorded in 2018 related to U.S.Tax Reform resulted in a net tax benefit of $0.4 million. 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 corporatetax 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, 19.25% for 2017, and 19% for 2018. For additional information related to the129 Table of ContentsRedomicile Transaction, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (a) Descriptionof Business. The Company’s income before income taxes consisted of the following: Year Ended December 31, 2018 2017 2016 (In thousands)U.S. $(20,067) $24,919 $39,347Non-U.S. 34,179 (179,562) 75,185Total pre-tax book income $14,113 $(154,643) $114,532 The Company’s income tax (benefit) expense based on income before income taxes consisted of the following: Year Ended December 31, 2018 2017 2016 (In thousands)Current U.S. federal $(1,462) $(493) $8,005U.S. state and local 1,365 1,657 4,386Non-U.S. 12,292 5,842 4,345Total current $12,195 $7,006 $16,736 Deferred U.S. federal $1,349 $732 $9,857U.S. state and local 1,816 874 1,966Non-U.S. (4,903) (17,904) (1,937)Total deferred $(1,738) $(16,298) $9,886Total income tax expense (benefit) $10,457 $(9,292) $26,622 130 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, 2018 2017 2016 (In thousands)Income tax (benefit) expense, at the statutory tax rate of19%, 19.25%, and 20% for the years ended December31, 2018, 2017, and 2016 respectively. $2,681 $(29,769) $22,906Provision to return and deferred tax adjustments 1,017 (264) 1,858U.S. state tax, net of federal benefit 637 2,181 3,584Permanent adjustments 738 1,411 1,514Tax rates (less than) in excess of statutory tax rates 2,247 (18,398) 8,161Impact of Finance Structure 354 (5,734) (8,165)Nondeductible transaction costs (425) 6,743 3,844Goodwill impairment (non-deductible) — 41,510 —US Tax Reform (net impact) (435) (11,569) —Share-based Compensation 2,107 (2,464) —Capital Gains 851 — —Other 48 (206) 316Subtotal 9,820 (16,559) 34,018Change in valuation allowance 637 7,267 (7,396)Total income tax expense (benefit) $10,457 $(9,292) $26,622 The net income tax is attributable to a combination of 1) the limitation of interest expense the Company could deduct inthe U.S. as a result of U.S. Tax Reform, 2) the additional tax expense related to share-based compensation in 2018, and 3) themix of earnings across jurisdictions. The Company’s net deferred tax assets and liabilities (by segment) consisted of the following: Year Ended December 31, 2018 NorthAmerica Europe &Africa Australia &New Zealand Corporate Total (In thousands)Noncurrent deferred tax asset $31,248 $14,546 $14,389 $1,829 $62,012Valuation allowance (2,546) (1,442) (5,078) — (9,066)Noncurrent deferred tax liability (68,430) (7,745) (9,311) — (85,486)Net noncurrent deferred tax (liability) asset $(39,728) $5,359 $ — $1,829 $(32,540) Year Ended December 31, 2017 North America Europe &Africa Australia &New Zealand 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) 131 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, 2018 December 31, 2017 (In thousands)Noncurrent deferred tax assets Reserve for receivables $699 $564Accrued liabilities and inventory reserves 5,887 6,358Net operating loss carryforward 21,733 12,940Unrealized losses on interest rate swap contracts 25 70Share-based compensation expense 2,609 5,859Asset retirement obligations 2,481 2,595Tangible and intangible assets 19,729 25,117Deferred revenue 2,262 287Other 6,587 6,745Subtotal 62,012 60,535Valuation allowance (9,066) (9,545)Noncurrent deferred tax assets $52,946 $50,990 Noncurrent deferred tax liabilities Tangible and intangible assets $(79,978) $(79,666)Asset retirement obligations (30) (45)Unrealized gain on interest rate swap contracts (5,048) (1,181)Other (430) (303)Noncurrent deferred tax liabilities $(85,486) $(81,195) Net deferred tax liability $(32,540) $(30,205) 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, 2018, 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, 2018, the Company had approximately $16.9 million in U.S. federal net operating loss carryforwardsthat will begin expiring in 2021, approximately $27.9 million in Canadian net operating loss carryforwards that will beginexpiring in 2031, and approximately $8.6 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 subsidiaries will be indefinitely reinvestedin the corresponding country of origin. Accordingly, no deferred taxes have been provided for on the differences between theCompany’s book basis and underlying tax basis in those subsidiaries, except as was mandated by U.S. Tax Reform. 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 2013. The132 Table of ContentsCompany recorded $1.2 million of uncertain tax benefits in conjunction with the acquisition of DCPayments as ofDecember 31, 2017. In October 2018, the Company closed an income tax audit and released this uncertain tax liability intotax expense. The Company currently does not have uncertain tax positions in open audit years. (21) Concentration Risk Significant supplier. For the years ended December 31, 2018 and 2017, the Company purchased ATM and ATM-relatedequipment from one supplier that accounted for 64.4% and 73.7%, respectively, of the Company’s total ATM purchases forthose years. Significant merchant customers. For the years ended December 31, 2018, 2017, and 2016, the Company derivedapproximately 24.0%, 30.9% and 39.2%, respectively, of its total revenues from ATMs placed at the locations of its top fivemerchant customers. The Company’s top five merchant customers for the year ended December 31, 2018 were, Co-operativeFood (“Co-op Food”) (in the U.K.), CVS Caremark Corporation (“CVS”), Alimentation Couche-Tard Inc. (“Couche-Tard”) (inthe U.S. and Canada), Speedway LLC (“Speedway”) and Walgreens Boots Alliance, Inc. (“Walgreens”). No individualcustomer accounted more than 6% of total revenue for the year of 2018. Accordingly, a significant percentage of theCompany’s future revenues and operating income will be dependent upon the successful continuation of its relationship withthese merchants. The Company’s top five merchant customers for the years ended December 31, 2017 and 2016 were, 7-Eleven, Co-op Food (in the U.K.), CVS, Walgreens, and Speedway. (22) Segment Information As of December 31, 2018, the Company’s operations consisted of its North America, Europe & Africa, and Australia &New Zealand segments. The Company’s ATM operations in the U.S., Canada, Mexico, and Puerto Rico are included in itsNorth America segment. The North America segment also includes the Company’s transaction processing operations, whichservice its internal ATM operations, along with external customers. The Company’s operations in the U.K., Ireland, Germany,Spain, and South Africa are included in its Europe & Africa segment, along with i-design (the Company’s ATM advertisingbusiness based in the U.K.). The Company exited its operations in Poland at the end of 2017, which had previously beenincluded in the Europe & Africa segment in 2017 and 2016. The Company’s Australia & New Zealand segment consistsexclusively of its operations in Australia and New Zealand. The Corporate segment solely includes the Company’s corporategeneral and administrative expenses. While each of the reporting segments provides similar kiosk-based and/or ATM-relatedservices, each segment is managed separately and requires different marketing and business strategies. Segment informationpresented 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 as theyallow management to more effectively evaluate the performance of the business and compare its results of operations fromperiod to period without regard to financing methods, capital structure, or non-recurring costs as defined by the Company.Adjusted EBITDA and Adjusted EBITA exclude amortization of intangible assets, share-based compensation expense,acquisition related expenses, certain non-operating expenses, (if applicable in a particular period) certain costs notanticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’s obligations for thepayment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustmentfor noncontrolling 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 the Company’s industry depending upon accounting methods and book values of assets, capitalstructures, 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 defined in the same manner by allcompanies and therefore may not be comparable to other similarly titled measures of other companies. In evaluating theCompany’s performance as measured by Adjusted EBITDA and Adjusted EBITA, management recognizes and considers thelimitations of these measurements. Accordingly, Adjusted EBITDA and Adjusted EBITA are only two of the measurementsthat management utilizes. Therefore, Adjusted EBITDA and Adjusted EBITA should not be considered133 Table of Contentsin isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities,or other income or cash flow measures contained within our consolidated financial statements. The following table is a reconciliation of Net income (loss) attributable to controlling interests and available to commonshareholders to EBITDA, Adjusted EBITDA, and Adjusted EBITA: Year Ended December 31, 2018 2017 2016 (In thousands)Net income (loss) attributable to controlling interests and available to commonshareholders $3,676 $(145,350) $87,991Adjustments: Interest expense, net 35,429 35,036 17,360Amortization of deferred financing costs and note discount 14,887 12,574 11,529Redemption costs for early extinguishment of debt 6,408 — —Income tax expense (benefit) 10,457 (9,292) 26,622Depreciation and accretion expense 126,199 122,036 90,953Amortization of intangible assets 52,911 57,866 36,822EBITDA $249,967 $72,870 $271,277Add back: Loss on disposal and impairment of assets 17,873 33,275 81Other income (627) 3,524 2,958Noncontrolling interests 38 (25) (67)Share-based compensation expense 15,660 14,395 21,430Restructuring expenses 6,586 11,136 13,747Acquisition related expenses 3,191 18,917 9,513Goodwill and intangible asset impairment — 194,521 —Adjusted EBITDA $292,688 $348,613 $318,939Less: Depreciation and accretion expense 126,197 122,029 90,927Adjusted EBITA $166,491 $226,584 $228,012 (1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and othernon-operating costs.(2)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the AdjustedEBITDA of one of its Mexican subsidiaries.(3)For the year ended December 31, 2018 and 2017, expenses include employee severance and other costs incurred in conjunction with acorporate reorganization and cost reduction initiative. For the year ended December 31, 2017 and 2016, expenses also include amountsassociated with the Company’s redomicile of its parent company to the U.K. that occurred on July 1, 2016.(4)Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs.Expenses include employee severance and lease termination costs related to DCPayments acquisition integration in the twelve months endedDecember 31, 2017.(5)Goodwill and intangible asset impairments related to the Company’s Australia & New Zealand segment.(6)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. 134 (1)(2)(3)(4)(5)(6)Table of ContentsThe following tables reflect certain financial information for each of the Company’s reporting segments for the periodspresented: Year Ended December 31, 2018 NorthAmerica Europe &Africa Australia &NewZealand Corporate Eliminations Total (In thousands) Revenue from external customers $820,252 $407,584 $117,407 $ — $ — $1,345,243 Intersegment revenues 9,034 2,185 — — (11,219) — Cost of revenues 564,878 252,094 86,814 787 (6,790) 897,783 Selling, general, and administrativeexpenses 67,778 35,926 9,692 57,109 (15) 170,490 Restructuring expenses 3,597 1,645 — 1,344 — 6,586 Acquisition related expenses (329) 1,518 1,124 878 — 3,191 Loss on disposal and impairment ofassets 12,295 5,360 218 — — 17,873 Adjusted EBITDA 196,636 121,748 20,900 (42,238) (4,358) 292,688 Depreciation and accretion expense 71,041 49,598 5,159 481 (80) 126,199 Adjusted EBITA 125,594 72,151 15,741 (42,719) (4,276) 166,491 Capital expenditures $44,867 $40,687 $7,122 $14,529 $ — $107,205 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 related expenses 2,210 2,261 3,132 11,314 — 18,917 Goodwill and intangible assetimpairment — — 194,521 — — 194,521 Loss on disposal and impairment ofassets 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 $ — $144,140 135 (1)(1)Table of Contents Year Ended December 31, 2016 NorthAmerica Europe &Africa Australia &New Zealand 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 related expenses 3,035 1,471 — 5,007 — 9,513 Loss (gain) on disposal and impairmentof assets 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 (1)Capital expenditures include payments made for plant, property, and equipment, exclusive license agreements, and site acquisition costs.Additionally, capital expenditures for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflectedgross of any noncontrolling interest amounts. Identifiable Assets December 31, 2018 December 31,2017 (In thousands) North America $1,195,693 $1,175,154Europe & Africa 494,457 579,879Australia & New Zealand 63,613 75,095Corporate 33,581 32,588Total $1,787,344 $1,862,716 . (23) Supplemental Guarantor Financial Information The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis byCardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’simmaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). The guarantees of the 2025 Notes by anyGuarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of theassets of the Guarantor, (ii) the disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under theIndenture as a restricted subsidiary of the Company, (iii) the designation of the Guarantor as an unrestricted subsidiary inaccordance with the Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of theIndenture, (v) the liquidation or dissolution of the Guarantor, or (vi) provided the Guarantor is not wholly-owned by theCompany, its ceasing to guarantee other debt of the Company or another Guarantor. A Guarantor may not sell or otherwisedispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company(other than the Company or another Guarantor), unless no default under the Indenture exists and either the successor to theGuarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “AssetSales” covenant in the Indenture. 136 (1)Table of ContentsThe following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income andCondensed Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016 and theCondensed Consolidating Balance Sheets as of December 31, 2018 and 2017 for: (i) Cardtronics plc, the parent Guarantor ofthe 2025 Notes (“Parent”), (ii) Cardtronics Delaware (“Issuer”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv)the 2025 Notes Non-Guarantors. Condensed Consolidating Statements of Comprehensive Income (Loss) Year Ended December 31, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Revenues $ — $ — $922,106 $434,599 $(11,462) $1,345,243Operating costs and expenses 30,539 (28) 830,218 406,948 7,356 1,275,033(Loss) income from operations (30,539) 28 91,888 27,651 (18,818) 70,210Interest expense (income), net, includingamortization of deferred financing costs andnote discount — 27,235 40,510 (17,610) 181 50,316Redemption costs for early extinguishment ofdebt — 6,408 — — — 6,408Equity in (earnings) loss of subsidiaries (28,359) (45,136) 19,481 — 54,014 —Other (income) expense (40) 877 (1,594) 16,599 (16,469) (627)Income (loss) before income taxes (2,140) 10,644 33,491 28,662 (56,544) 14,113Income tax (benefit) expense (5,796) (8,524) 14,372 10,405 — 10,457Net income (loss) 3,656 19,168 19,119 18,257 (56,544) 3,656Net loss attributable to noncontrollinginterests — — — — (20) (20)Net income attributable to controllinginterests and available to commonshareholders 3,656 19,168 19,119 18,257 (56,524) 3,676Comprehensive (loss) income attributable tocontrolling interests $(29,631) $19,171 $38,364 $(34,273) $(23,240) $(29,609) 137 Table of Contents 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 loss (earnings) 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 to controllinginterests and available to commonshareholders (145,351) 2,929 157,891 49,179 (209,998) (145,350)Comprehensive (loss) income attributable tocontrolling interests $(71,811) $5,616 $189,618 $93,024 $(288,258) $(71,811) 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 costs andnote discount — 25,188 30,212 (26,511) — 28,889Equity in earnings of subsidiaries (102,653) (102,835) (58,890) — 264,378 —Other expense (income) 263 (19,838) (3,914) (2,882) 29,329 2,958Income (loss) before income tax 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 (loss) 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 (loss) attributable tocontrolling interests $68,919 $77,015 $122,973 $73,395 $(273,302) $69,000 138 Table of ContentsCondensed Consolidating Balance Sheets As of December 31, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Assets Cash and cash equivalents $89 $ 6 $22,998 $16,847 $ — $39,940Restricted cash — — 139,890 15,580 — 155,470Accounts and notes receivable, net — — 45,893 29,817 (67) 75,643Other current assets — 4,375 34,458 56,955 (10) 95,778Total current assets 89 4,381 243,239 119,199 (77) 366,831Property and equipment, net — — 302,167 158,590 (570) 460,187Intangible assets, net — — 120,043 31,710 (906) 150,847Goodwill — — 564,414 185,243 (513) 749,144Investments in and advances tosubsidiaries 375,535 410,955 247,512 — (1,034,002) —Intercompany receivable 7,412 211,359 150,023 358,579 (727,373) —Deferred tax asset, net 342 — (1,688) 10,004 — 8,658Prepaid expenses, deferred costs, andother noncurrent assets — 10,956 24,025 16,696 — 51,677Total assets $383,378 $637,651 $1,649,735 $880,021 $(1,763,441) $1,787,344Liabilities and Shareholders' Equity Current portion of other long-termliabilities — — 14,552 5,726 (12) 20,266Accounts payable and accrued liabilities 642 240 311,415 96,240 (67) 408,470Total current liabilities 642 240 325,967 101,966 (79) 428,736Long-term debt — 263,507 351,292 203,686 — 818,485Intercompany payable 5,964 69,711 556,745 98,198 (730,618) —Asset retirement obligations — — 25,628 28,785 — 54,413Deferred tax liability, net — — 38,301 2,897 — 41,198Other long-term liabilities — 2,620 25,998 39,122 — 67,740Total liabilities 6,606 336,078 1,323,931 474,654 (730,697) 1,410,572Shareholders' equity 376,772 301,573 325,804 405,367 (1,032,744) 376,772Total liabilities and shareholders' equity $383,378 $637,651 $1,649,735 $880,021 $(1,763,441) $1,787,344 139 Table of Contents 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 — —Restricted Cash — — 34,629 13,699 — 48,328Other current assets 400 1,585 39,218 69,186 — 110,389Total 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) $1,862,716 140 Table of ContentsCondensed Consolidated Statement of Cash Flows Year Ended December 31, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash provided by operating activities $5,577 $74,075 $234,383 $20,167 $ — $334,202Additions to property and equipment — — (67,575) (39,630) — (107,205)Acquisitions, net of cash acquired — — (1,150) — — (1,150)Net cash used in investing activities — — (68,725) (39,630) — (108,355)Proceeds from borrowings under revolvingcredit facility — 370,600 116,609 395,554 — 882,763Repayments of borrowings under revolvingcredit facility — (375,500) (160,006) (209,642) — (745,148)Redemption of long-term notes — (250,000) — — — (250,000)Intercompany financing — 187,232 (5,419) (181,813) — —Tax payments related to share-basedcompensation (5,591) — — — — (5,591)Proceeds from exercises of stock options 14 — — — — 14Debt issuance, modification, and redemptioncosts — (6,408) (2,022) — — (8,430)Net cash (used in) provided by financingactivities (5,577) (74,076) (50,838) 4,099 — (126,392)Effect of exchange rate changes on cash, cashequivalents, and restricted cash — — (2,367) (1,495) — (3,862)Net (decrease) increase in cash, cashequivalents, and restricted cash — (1) 112,453 (16,859) — 95,593Cash, cash equivalents, and restricted cash asof beginning of period 89 7 50,435 49,286 — 99,817Cash, cash equivalents, and restricted cash asof end of period $89 $ 6 $162,888 $32,427 $ — $195,410 141 Table of Contents Year Ended December 31, 2017 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash provided by operating activities $8,388 $20,200 $171,028 $30,971 $ — $230,587Additions to property and equipment — — (83,357) (60,783) — (144,140)Acquisitions, net of cash acquired — — (466,455) (18,147) — (484,602)Net cash used in investing activities — — (549,812) (78,930) — (628,742)Proceeds from borrowing 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 exercise 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,cash equivalents, and restricted cash — — 527 274 — 801Net increase (decrease) in cash, cashequivalents, and restricted cash (12) — 17,628 (23,546) — (5,930)Cash, cash equivalents, and restricted cashas of beginning of period 101 7 32,807 72,832 — 105,747Cash, cash equivalents, and restricted cashas of end of period $89 $ 7 $50,435 $49,286 $ — $99,817 142 Table of Contents Year Ended December 31, 2016 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands)Net cash provided by operating activities $(1,106) $60,033 $103,624 $109,760 $ — $272,311Additions 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)Repayments of intercompany notes payable — 248 (14,430) 14,182 — —Proceeds from exercises of stock options 526 147 — — — 673Additional tax benefit related to share-basedcompensation 681 (343) — — — 338Repurchase of common shares — (3,959) — — — (3,959)Net cash used in financing activities 1,207 (60,808) (14,430) (4,911) — (78,942)Effect of exchange rate changes on cash — — (4,074) (2,366) — (6,440)Net (decrease) increase in cash and cashequivalents 101 (775) (168) 48,568 — 47,726Cash and cash equivalents as of beginning ofperiod — 782 32,975 24,264 — 58,021Cash and cash equivalents as of end of period $101 $ 7 $32,807 $72,832 $ — $105,747. (24) 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)2018 Total revenues $336,184 $340,987 $340,175 $327,897 $1,345,243Net (loss) income (2,785) 3,772 8,779 (6,110) 3,656Net (loss) income attributable to controlling interestsand available to common shareholders (2,768) 3,767 8,781 (6,104) 3,676Basic net (loss) income per common share $(0.06) $0.08 $0.19 $(0.13) $0.08Diluted net (loss) income per common share $(0.06) $0.08 $0.19 $(0.13) $0.08 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 (loss) income attributable to controlling interestsand available to common shareholders (901) 15,158 (175,561) 15,954 (145,350)Basic net (loss) income per common share $(0.02) $0.33 $(3.84) $0.34 $(3.19)Diluted net (loss) income per common share $(0.02) $0.33 $(3.84) $0.34 $(3.19). 143 Table of Contents S 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 “2018 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, 2018 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, 2018 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, 2018 includes its consolidated subsidiaries. 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, 2018based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee144 Table of Contentsof Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company’s evaluation under theframework in Internal Control - Integrated Framework (2013), its management concluded that its internal control overfinancial reporting was effective as of December 31, 2018. Attestation Report of the Independent Registered Public Accounting Firm The Company’s internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, anindependent registered public accounting firm that audited the Company’s consolidated financial statements included in this2018 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, 2050 West Sam HoustonParkway South, Suite 1300, Houston, Texas 77042, (832) 308-4000. The Company intends to disclose any amendments toor waivers of the Code of Ethics on behalf of its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,and persons performing similar functions on its website at http://www.cardtronics.com promptly following the date of anysuch amendment or waiver. 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 2019Annual 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 2019 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 2019 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 2019 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 2019 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, 2018 and 2017 86Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017, and 2016 87Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017, and2016 88Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2018, 2017, and 2016 89Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016 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 2018 Form 10-K. ITEM 16. FORM 10-K SUMMARY None. Index to Exhibits 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 April 4, 2017, by and among Cardtronics, Inc., Cardtronics USA, Inc., thesubsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, relatingto Cardtronics, Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notes due 2025 (incorporated hereinby reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5,2017, File No. 001-37820).4.2 First Supplemental Indenture, dated as of April 28, 2017, by and among Cardtronics, Inc. CardtronicsUSA Inc., Cardtronics plc, the subsidiary guarantors names therein and Wells Fargo Bank, NationalAssociation, as trustee, relating to Cardtronics, Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notesdue 2025 (incorporated herein by reference to Exhibit 4.2 of the Annual Report on Form 10-K, filedby Cardtronics, Inc. on February 28, 2018).4.3 Form of 5.5% Senior Note due 2025 (incorporated herein by reference to Exhibit 4.2 (included inExhibit 4.1) of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5, 2017, File No.001-37820).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 (incorporated hereinby reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on July30, 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 reference toExhibit 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 (incorporated herein by reference to Exhibit 4.2 of the AnnualReport on Form 10-K, filed by Cardtronics, Inc. on February 28, 2018).10.7* Credit Agreement, dated as of November 19, 2018, by and among Cardtronics plc, the other Obligorsparty thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, asAlternative Currency Agent, Bank of America, N.A., Barclays Bank plc and Wells Fargo Bank, N.A. asco-Syndication Agents and Capital One, N.A. and Compass Bank, as co-Documentation Agents, andthe lenders party thereto.10.8 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).148 Table of ContentsExhibit Number Description10.9 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).10.10 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).10.11 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). 10.12 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). 10.13 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 on November1, 2016, File No. 001-37820). 10.14 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). 10.15 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). 10.16 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 on November1, 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 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). 10.18 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). 10.19 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). 10.20 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). 10.21 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, filed byCardtronics plc on November 1, 2016, File No. 001-37820). 149 Table of ContentsExhibit Number Description10.22 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). 10.23† 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).10.24† 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).10.25† 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).10.26† 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).10.27† 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).10.28† 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. 1 tothe Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No.333-145929).10.29† 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).10.30† 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).10.31† 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).10.32† 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).10.33† 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).10.34† Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Third Amended andRestated 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).10.35†* Fourth Amended and Restated 2007 Stock Incentive Plan (adopted by Cardtronics plc on January 18,2019).10.36 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).150 Table of ContentsExhibit Number Description10.37† 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).10.38†* Form Annual Executive Cash Incentive Plan10.39† 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).10.40† 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). 10.41† 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).10.42† 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).10.43† 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).10.44† 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). 10.45† 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 Quarterly Reporton Form 10-Q, filed by Cardtronics, Inc. on July 31, 2013, File No. 001-33864). 10.46† 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).10.47† 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). 10.48† 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). 10.49† 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).10.50† 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). 10.51† 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). 10.52† 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).10.53† Employment Agreement by and between Cardtronics plc and Gary W. Ferrera, dated effective as ofNovember 28, 2017 (incorporated herein by reference to Exhibit 10.51 of the Annual Report on Form10-K, filed by Cardtronics plc on February 28, 2018).151 Table of ContentsExhibit Number Description10.54† Employment Agreement by and between Cardtronics USA, Inc. and Paul Gullo, dated effective as ofMay 14, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on August 2, 2018).10.55† Employment agreement by and between Cardtronics USA, Inc. and Dan Antilley, dated effective as ofOctober 9, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form10-Q, filed by Cardtronics plc on November 1, 2018).10.56† Employment agreement by and between Cardtronics USA, Inc. and Brian Bailey, dated effective as ofOctober 10, 2018 (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form10-Q, filed by Cardtronics plc on November 1, 2018).10.57† Employment agreement by and between Cardtronics USA, Inc. and Stuart Mackinnon, dated effectiveas of October 9, 2018 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report onForm 10-Q, filed by Cardtronics plc on November 1, 2018).10.58†* Employment agreement by and between Cardtronics USA, Inc. and J. Brad Nolan, dated October 9,2018.10.59†* Employment agreement by and between Cardtronics USA, Inc. and Geri R. House, dated October 9,2018.10.60†* Employment agreement by and between Cardtronics USA, Inc. and Aimie Killeen dated February 24,2019.10.61†* Service agreement by and between Cardtronics UK Limited and Marc Terry, dated effective as ofSeptember 17, 2017.21.1* Subsidiaries of Cardtronics plc.23.1* 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, 2019. 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, 2019. 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/ Paul A. Gullo Chief Accounting OfficerPaul A. Gullo (Principal Accounting Officer)/s/ Mark Rossi Mark Rossi 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/ Julie Gardner Julie Gardner Director/s/ Warren Jenson Warren Jenson Director/s/Douglas Braunstein Douglas Braunstein Director 153Exhibit 10.35 CARDTRONICS PLCA FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN  TABLE OF CONTENTS PageI.PURPOSE AND HISTORY OF THE PLAN1II.DEFINITIONS1III.EFFECTIVE DATE AND DURATION OF THE PLAN5IV.ADMINISTRATION6V.SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS7VI.ELIGIBILITY8VII.STOCK OPTIONS8VIII.RESTRICTED STOCK AWARDS10IX.PHANTOM STOCK AWARDS11X.RESTRICTED STOCK UNIT AWARDS12XI.BONUS STOCK AWARDS13XII.FORFEITURE EVENTS13XIII.RECAPITALIZATION OR REORGANIZATION14XIV.AMENDMENT AND TERMINATION OF THE PLAN16XV.MISCELLANEOUS16ANNEX ICARDTRONICS PLC I.PURPOSE OF THE NON-EMPLOYEE SHARE PLAN AND CASH AWARD PLANA-1II.DEFINITIONSA-1III.EFFECTIVE DATE AND DURATION OF THE NON-EMPLOYEE SHARE AND CASHAWARD PLANA-5IV.ADMINISTRATIONA-6V.SHARES SUBJECT TO THE NON-EMPLOYEE SHARE AND CASH AWARD PLAN;AWARD LIMITS; GRANT OF AWARDSA-7VI.ELIGIBILITYA-8VII.STOCK OPTIONSA-9VIII.RESTRICTED STOCK AWARDSA-10 i  IX.ANNUAL INCENTIVE AWARDSA-12X.PHANTOM STOCK AWARDSA-12XI.RESTRICTED STOCK UNIT AWARDSA-13XII.BONUS STOCK AWARDSA-13XIII.FORFEITURE EVENTSA-14XIV.RECAPITALIZATION OR REORGANIZATIONA-15XV.AMENDMENT AND TERMINATION OF THE NON-EMPLOYEE SHARE AND CASHAWARD PLANA-17XVI.MISCELLANEOUSA-17 ii  CARDTRONICS PLCFOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLANI. PURPOSE AND HISTORY OF THE PLANThe purpose of the CARDTRONICS PLC FOURTH AMENDED AND RESTATED 2007 STOCKINCENTIVE PLAN effective January 18, 2019 (the “Plan”) is to provide a means through which Cardtronics plc(the “Company”) and its Subsidiaries may attract able persons to enter the employ of the Company and its Subsidiariesand to provide a means whereby those individuals upon whom the responsibilities of the successful administration andmanagement of the Company and its Subsidiaries rest, and whose present and potential contributions to the Companyand its Subsidiaries are of importance, can acquire and maintain share ownership, thereby strengthening their concernfor the welfare of the Company and its Subsidiaries. A further purpose of the Plan is to provide such individuals withadditional incentive and reward opportunities designed to enhance the profitable growth of the Company and itsSubsidiaries. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constituteIncentive Stock Options, Restricted Stock Awards, Restricted Stock Units, Phantom Stock Awards, Bonus StockAwards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee asprovided herein.The Plan is intended to be an “employees’ share scheme” within the meaning of section 1166 of the U.K.Companies Act 2006. All Awards granted under the Plan must be made on terms that the Awards are to be settled inOrdinary Shares.Awards may also be granted under an Annex to the Plan. Non-Employee Directors and Consultants are noteligible to be granted Awards under the main rules of the Plan and shall only be eligible to receive Awards grantedunder an Annex to the Plan. Any Award that may be settled in cash or in a combination of cash or Ordinary Sharesshall be granted only under an Annex to the Plan.The Cardtronics plc. Third Amended and Restated 2007 Stock Incentive Plan and Annex to such plan shallcontinue in effect and unchanged with respect to awards outstanding as of January 17, 2019. All Awards granted on orfollowing January 18, 2019 shall be covered by this Fourth Amended and Restated 2007 Stock Incentive Plan.II. DEFINITIONSThe following definitions shall be applicable throughout the Plan unless specifically modified by anyparagraph:(a) “Affiliate” means any corporation, partnership, limited liability company or association, trust, or otherorganization which, directly or indirectly, controls, is controlled by, or is under common control with, theCompany. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms“controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean thepossession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting powerfor the election of directors or comparable governing body of the controlled entity or  organization or (ii) to direct or cause the direction of the management and policies of the controlled entity ororganization, whether through the ownership of voting securities or by contract or otherwise.(b) “Award” means, individually or collectively, any Option, Restricted Stock Award, Restricted Stock UnitAward, Phantom Stock Award, or Bonus Stock Award.(c) “Award Agreement” means either (a) a written or electronic agreement entered into by the Company and aParticipant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written orelectronic statement issued by the Company, a Subsidiary, or the Company’s holding company to a Participantdescribing the terms and conditions of the actual grant of such Award.(d) “Board” means the Board of Directors of the Company.(e) “Bonus Stock Award” means an Award granted under Paragraph XI of the Plan.(f) “Cause” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, aSubsidiary or the Company’s holding company; provided, however, that if the Participant does not have such anemployment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause”shall mean the termination of the Participant’s employment with the Company based on a determination by theCommittee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willfulmisconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refusedwithout proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii)has materially breached any material provision of a written agreement or corporate policy or code of conductestablished by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to theCompany or any Affiliate; (v) has disclosed without specific authorization from the Company confidential informationof the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud,embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has beenconvicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crimeof similar import in a foreign jurisdiction).(g) “Change in Control Company Event” means the occurrence of any of the following circumstances:(i) Any person (or group of persons acting in concert) obtains Control of the Company as a resultof making an offer to acquire all of the issued shares of the Company (other than those which are at the timeowned by such person or by persons acting in concert with that person), or if there is otherwise a change ofControl of the Company including by way of merger, consolidation or share exchange with any other person.(i) A person becoming bound or entitled to acquire shares of the Company under sections 979 to982 of the U.K. Companies Act 2006.2  (ii) The court sanctioning a compromise or arrangement between the Company and its shareholdersunder section 899 of the U.K. Companies Act 2006, resulting in a change of Control of the Company.(h) “Code” means the U.S. Internal Revenue Code of 1986, as amended. References in the Plan to any section ofthe Code shall be deemed to include any amendments or successor provisions to such section and any regulationsunder such section.(i) “Committee” means the Compensation Committee of the Board, subject to the limitations and exceptions asprovided in subparagraph IV(a), such other committee designated by the Board to administer this Plan or the Board, ineach case as determined by the Board.(j) “Company” shall have the meaning assigned to such term in Paragraph I.(k) “Consultant” means any person who is not an employee or a Director and who is providing advisory orconsulting services to the Company or any Affiliate.(l) “Control” shall have the same meaning as in section 995 of the U.K. Income Tax Act 2007.(m) “Corporate Change” shall mean:(i) A Change in Control Company Event;(ii) A sale of all or substantially all of the assets of the Company to any other person or entity;(iii) a dissolution or liquidation of the Company;,(iv) any Person acquires or gains ownership or control, directly or indirectly, of more than 30% thecombined voting power of the then outstanding voting shares of the Company entitled to vote generally in theelection of its directors; or(v) during any period of twelve consecutive months the following individuals (the “IncumbentDirectors”) cease for any reason to constitute a majority of the number of directors then serving on the Board:individuals who, on the Effective Date, constitute the Board and any new director whose appointment orelection by the Board or nomination for election by the Company’s shareholders was approved orrecommended by a vote of at least a majority of the directors then still in office who either were directors on theEffective Date or whose appointment, election or nomination for election was previously so approved orrecommended (other than such new director whose initial assumption of office is in connection with an actualor threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to theelection of directors of the Company by or on behalf of a Person other than the Board),unless, in each case of (ii), (iii) and (iv), following such event (A) the holders of equity securities of the Companyimmediately prior to such event beneficially own, directly or indirectly, immediately after such event equity securitiesof the resulting or surviving parent entity, the3  transferee entity or any new direct or indirect parent entity of the Company resulting from or surviving any suchtransaction (such entity, the “Successor Entity”) entitled to 70% or more of the votes then eligible to be cast in theelection of directors generally (or comparable governing body) of the Successor Entity in substantially the sameproportion that they owned the equity securities of the Company immediately prior to such transaction or (B) at least amajority of the members of the board of directors (or comparable governing body) of the Successor Entity immediatelyfollowing such event were Incumbent Directors at the time of the execution of the initial agreement providing for suchevent.Notwithstanding the foregoing, if the Participant is subject to Section 409A of the Code, solely for purposes ofdetermining the timing of payment or timing of distribution for purposes of an Award that constitutes “nonqualifieddeferred compensation” within the meaning of Section 409A of the Code, a Corporate Change shall not be deemed tohave occurred unless the events that have occurred will also constitute a “change in the ownership or effective controlof a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,” of the Companyunder Section 409A of the Code, or any successor provision.(n) “Director” means an individual who is a member of the Board.(o) An “employee” means any person (including an executive Director) in an employment relationship with theCompany, a Subsidiary or the Company’s holding company.(p) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.(q) “Executive Officer” shall mean an “officer” of the Company as specified in Rule 16a-1(f) of the ExchangeAct, and any successor rule, regulation, or statute fulfilling the same or a similar function.(r) “Fair Market Value” means, as of any specified date, the closing share price of the Ordinary Shares (i)reported by the NASDAQ Stock Market LLC on that date or (ii) if the Ordinary Shares are no longer listed on theNASDAQ Stock Market LLC but are listed on any other stock exchange, as reported on the stock exchange compositetape of such exchange on that date (or such other reporting service approved by the Committee); or, in either case, if noprices are reported on that date, on the last preceding date on which such prices of the Ordinary Shares are soreported. If the Ordinary Shares are traded over the counter at the time a determination of its fair market value isrequired to be made hereunder, its fair market value shall be deemed to be equal to the average between the reportedhigh and low or closing bid and asked prices of Ordinary Shares on the most recent date on which Ordinary Shareswere publicly traded. In the event Ordinary Shares are not publicly traded at the time a determination of its value isrequired to be made hereunder, the determination of its fair market value shall be made by the Committee in suchmanner as it deems appropriate and, to the extent required for setting the exercise or purchase price of an Option orStock Appreciation Right, if applicable, consistent with the requirements of section 409A of the Code.(s) “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of the Code.(t) “including” means including without limitation.4  (u) “Non-Employee Share and Cash Award Plan” means Annex I to the Plan, as amended from time to time.(v) “Option” means an Award granted under Paragraph VII of the Plan and includes both Incentive Stock Optionsto purchase Ordinary Shares and Options that do not constitute Incentive Stock Options to purchase Ordinary Shares.(w) “Ordinary Shares” means the Class A ordinary shares, nominal value $0.01 per share, in the Company or anysecurity into which such Ordinary Shares may be changed or converted by reason of any transaction or event of thetype described in Paragraph XIII.(x) “Participant” means an employee who has been granted an Award under the Plan.(y) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used inSection 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.(z) “Phantom Stock Award” means an Award granted under Paragraph IX of the Plan that may only be settledthrough the delivery of Ordinary Shares.(aa) “Plan” shall have the meaning assigned to such term in Paragraph I.(bb) “Qualified Member” means a director who qualifies as a “non-employee director” within the meaning of Rule16b-3(i) of the Exchange Act.(cc) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Plan.(dd) “Restricted Stock Unit Award” means a right, granted under Paragraph X hereof, to receive Ordinary Sharesat the end of a specified period.(ee) “Stock Appreciation Right” means a right to acquire, upon exercise of the right, Ordinary Shares having anaggregate value equal to the then excess of the Fair Market Value of the Ordinary Shares with respect to which theright is exercised over the exercise price therefor.(ff) “Subsidiary” means a company or corporate body (as defined by section 1173(1) of the U.K. Companies Act2006) that is a direct or indirect subsidiary of the Company within the meaning of section 1159 and Schedule 6 of theU.K. Companies Act 2006 and is more than fifty percent (50%) owned by the Company.III. EFFECTIVE DATE AND DURATION OF THE PLANThe Plan was originally effective as of August 22, 2007 upon adoption by Cardtronics, Inc. This fourthamendment and restatement shall become effective as of January 18, 2019 (the “Effective Date”). No further Awardsmay be granted under the Plan after 10 years from July 1, 2016. The Plan shall remain in effect until all Optionsgranted under the Plan have been exercised or expired, all Restricted Stock Awards granted under the Plan have vestedor been forfeited, and all Restricted Stock Units, Phantom Stock Awards, and Bonus Stock Awards have beensatisfied, settled or expired.5  IV. ADMINISTRATION(a) Composition of Committee. The Plan shall be administered by the Committee; provided, however, that theBoard may determine to administer the Plan from time to time, in which case references herein to the “Committee”shall be deemed to include references to the “Board.” At any time that a member of a Committee is not a QualifiedMember, any action of the applicable Committee relating to an Award granted or to be granted to a Participant who isthen an Executive Officer may be taken either (i) by a subcommittee, designated by the Committee, composed solely oftwo or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Memberabstaining or recusing himself or herself from such action; provided, however, that, upon such abstention or recusal,the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such asubcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the actionof the Committee for purposes of the Plan. Any action of the Committee shall be final, conclusive and binding on allpersons, including the Company, its Affiliates, shareholders, Participants, beneficiaries, and permitted transferees underthe Plan or other persons claiming rights from or through a Participant. The express grant of any specific power to theCommittee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority ofthe Committee. The Committee may appoint agents to assist it in administering the Plan.(b) Powers. Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole andabsolute discretion, to (i) adopt, amend, and rescind administrative and interpretive rules and regulations relating to thePlan; (ii) determine the eligible employees to whom, and the time or times at which, Awards shall be granted;(iii) determine the number of Ordinary Shares that shall be the subject of each Award; (iv) determine the terms andprovisions of each Award agreement (which need not be identical), including provisions defining or otherwise relatingto (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent to which thetransferability of Ordinary Shares issued or transferred pursuant to any Award is restricted, (C) except as otherwiseprovided herein, the effect of termination of employment with the Company or any of its Subsidiaries or theCompany’s holding company, of a Participant on the Award, and (D) the effect of approved leaves of absence(consistent with any applicable regulations of the Internal Revenue Service); (v) accelerate the vesting or time ofexercisability of any Award that has been granted; (vi) construe the respective Award agreements and the Plan; (vii)make determinations of the Fair Market Value of the Ordinary Shares pursuant to the Plan; (viii) delegate its dutiesunder the Plan to such agents as it may appoint from time to time, provided that the Committee may not delegate itsduties with respect to making Awards to Executive Officers; (ix) subject to the restrictions contained within the Plan,terminate, modify or amend the Plan, (x) adopt sub-plans to the Plan as it considers necessary or desirable to takeaccount of, mitigate or comply with taxation, securities, exchange control or other regulatory laws, and (xi) make allother determinations, perform all other acts, and exercise all other powers and authority necessary or advisable foradministering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deemsappropriate.(c) Additional Powers. The Committee shall have such additional powers as are delegated to it by the otherprovisions of the Plan. Subject to the express provisions of the Plan, this shall6  include the power to construe the Plan and the respective agreements executed hereunder, to prescribe rules andregulations relating to the Plan, to determine the terms, restrictions and provisions of the agreement relating to eachAward, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to causedesignated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisablefor administering the Plan. The Committee may correct any defect, supply any omission, or reconcile anyinconsistency in the Plan, in any Award, or in any Award agreement in the manner and to the extent it deemsnecessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessityor desirability. The determinations of the Committee on the matters referred to in this Paragraph IV shall beconclusive.(d) Delegation of Authority by the Committee. Notwithstanding the preceding provisions of this Paragraph IVor any other provision of the Plan to the contrary, the Committee may from time to time, in its sole discretion, delegateto the Chief Executive Officer of the Company the administration (or interpretation of any provision) of the Plan, andthe right to grant Awards under the Plan, insofar as such administration (and interpretation) and power to grant Awardsrelates to any person who is not an Executive Officer or any other director or officer of the Company, its Subsidiariesor any of its Affiliates. Any such delegation may be effective only so long as the Chief Executive Officer of theCompany is a Director, and the Committee may revoke such delegation at any time. The Committee may put anyconditions and restrictions on the powers that may be exercised by the Chief Executive Officer of the Company uponsuch delegation as the Committee determines in its sole discretion. In the event of any conflict in a determination orinterpretation under the Plan as between the Committee and the Chief Executive Officer of the Company, thedetermination or interpretation, as applicable, of the Committee shall be conclusive.V. SHARES SUBJECT TO THE PLAN;AWARD LIMITS; GRANT OF AWARDS(a) Shares Subject to the Plan and Award Limits. Subject to adjustment as provided in Paragraph XIII, theaggregate maximum number of Ordinary Shares that may be issued under the Plan and the Non-Employee Share andCash Award Plan shall not exceed 9,679,393 Ordinary Shares, including all Awards outstanding prior to the EffectiveDate. The aggregate maximum number of Ordinary Shares that may be issued under the Plan through Incentive StockOptions, shall not exceed 9,679,393 Ordinary Shares. Ordinary Shares shall be deemed to have been issued under thePlan and the Non-Employee Share and Cash Award Plan only to the extent actually issued and delivered to aParticipant (or permitted transferee) pursuant to an Award. To the extent that an Award lapses or the rights of itsholder terminate, any Ordinary Shares subject to such Award shall again be available for the grant of an Award underthe Plan and the Non-Employee Share and Cash Award Plan. In addition, Ordinary Shares issued under the Plan andthe Non-Employee Share and Cash Award Plan and forfeited from Participants and Ordinary Shares withheld forpayment of applicable employment taxes and/or withholding obligations associated with an Award shall again beavailable for the grant of an Award under the Plan and/ or the Non-Employee Share and Cash Award Plan. If theCommittee authorizes the assumption under this Plan, in connection with any merger, amalgamation, consolidation,acquisition of property or stock, or reorganization, of awards granted under another plan, such assumption shall notreduce the maximum number of Ordinary Shares available for issuance under this Plan. 7  Notwithstanding any provision in the Plan or Non-Employee Share and Cash Award Plan to the contrary, (i) themaximum number of Ordinary Shares that may be subject to Awards denominated in Ordinary Shares granted to anyone individual during any calendar year may not exceed 1,500,000 Ordinary Shares, and (ii) the maximum amount ofcash subject to Awards denominated in cash granted to any one individual during any calendar year may not exceed$3,500,000.(b) Grant of Awards. The Committee may from time to time grant Awards to one or more employees determinedby it to be eligible for participation in the Plan in accordance with the terms of the Plan.(c) Shares Offered. Subject to the limitations set forth in subparagraph V(a) hereof, the Ordinary Shares to beoffered pursuant to the grant of an Award may be settled by the issue of new Ordinary Shares or Ordinary Shares heldin treasury or Ordinary Shares acquired or to be acquired by an employee benefit trust. Any of such Ordinary Shareswhich remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to besubject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient numberof Ordinary Shares to meet the requirements of the Plan.VI. ELIGIBILITYAwards may be granted only to persons who, at the time of grant, are employees of the Company, a Subsidiaryor the Company’s holding company, including an executive Director of the Company, a Subsidiary or the Company’sholding company. An Award may be granted on more than one occasion to the same person, and, subject to thelimitations set forth in the Plan, such Award may include an Incentive Stock Option, an Option that is not an IncentiveStock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Phantom Stock Award, a Bonus StockAward, or any combination thereof.VII. STOCK OPTIONS(a) Option Period. The term of each Option shall be as specified by the Committee at the date of grant, but in noevent shall an Option be exercisable after the expiration of 10 years from the date of grant.(b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and atsuch times as determined by the Committee.(c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only to anindividual who is employed by the Company or any parent or subsidiary corporation (as defined in section 424 of theCode) at the time the Option is granted. To the extent that the aggregate Fair Market Value (determined at the time therespective Incentive Stock Option is granted) of Ordinary Shares with respect to which Incentive Stock Options areexercisable for the first time by an individual during any calendar year under all incentive stock option plans of theCompany and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treatedas Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance withapplicable provisions of the Code, Treasury Regulations, and other administrative pronouncements, which of aParticipant’s 8  Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify theParticipant of such determination as soon as practicable after such determination. No Incentive Stock Option shall begranted to an individual if, at the time the Option is granted, such individual owns shares possessing more than 10% ofthe total combined voting power of all classes of shares of the Company or of its parent or subsidiary corporation,within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted, the option price is atleast 110% of the Fair Market Value of the Ordinary Shares subject to the Option and (ii) such Option by its terms isnot exercisable after the expiration of five years from the date of grant. An Award of an Incentive Stock Option mayprovide that such Option may be exercised not later than (i) three (3) months following termination of employment ofthe Participant with the Company and all subsidiary corporations under Section 424(f) of the Code (other than as setforth in clause (ii) of this Paragraph VII (c)) or (ii) one year following termination of employment of the Participantwith the Company and all subsidiary corporations under Section 424(f) of the Code due to death or permanent andtotal disability within the meaning of Section 22(e)(3) of the Code, in each case as and to the extent determined by theCommittee to comply with the requirements of Section 422 of the Code. If Ordinary Shares acquired by exercise of anIncentive Stock Option are disposed of within two years following the date of grant or one year following the transferof such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify theCompany in writing of the date and terms of such disposition and provide such other information regarding thedisposition as the Company may reasonably require. Except as otherwise provided in sections 421 or 422 of the Code,an Incentive Stock Option shall not be transferable and shall be exercisable during the Participant’s lifetime only bysuch Participant or the Participant’s guardian or legal representative.(d) Option Award Agreement. Each Option shall be evidenced by an Award Agreement in such form andcontaining such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shallapprove, including provisions to comply with the rules relating to Incentive Stock Option under section 422 of theCode as applicable. Each Award Agreement shall specify the effect of termination or cessation of employment on theexercisability of the Option. An Award Agreement may provide methods of exercising the Option by establishingprocedures satisfactory to the Committee with respect thereto. Further, an Award Agreement may provide, on suchterms and conditions as the Committee in its sole discretion may prescribe, for the grant of a Stock Appreciation Rightin connection with the grant of an Option and, in such case, the exercise of the Stock Appreciation Right shall result inthe surrender of the right to purchase a number of Ordinary Shares under the Option equal to the number of OrdinaryShares with respect to which the Stock Appreciation Right is exercised (and vice versa). In the case of any StockAppreciation Right that is granted in connection with an Incentive Stock Option, such right shall be exercisable onlywhen the Fair Market Value of the Ordinary Shares exceeds the price specified therefor in the Option or the portionthereof to be surrendered. The terms and conditions of the respective Award Agreements need not be identical.(e) Option Price and Payment. The price at which an Ordinary Share may be purchased upon exercise of anOption shall be determined by the Committee but, subject to adjustment as provided in Paragraph XIII, such purchaseprice shall not be less than the Fair Market Value of an Ordinary Share on the date such Option is granted. The Optionor portion thereof may be9  exercised by delivery of an irrevocable notice of exercise to the Company, as specified by the Committee. Thepurchase price of the Option or portion thereof shall be paid in full in the manner prescribed by theCommittee. Payment of the purchase price may be made: (i) in cash or by cash equivalent acceptable to theCommittee, or, (ii) to the extent permitted by the Committee in its sole discretion in an Award Agreement or otherwise(A) in Ordinary Shares valued at the Fair Market Value of such shares on the date of exercise, (B) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceedsnecessary to satisfy the purchase price, (C) by reducing the number of Ordinary Shares otherwise deliverable upon theexercise of the Option by the number of Ordinary Shares having a Fair Market Value on the date of exercise equal tothe purchase price, (D) by a combination of the methods described above or (E) by such other method as may beapproved by the Committee.(f) Shareholder Rights and Privileges. The Participant shall be entitled to all the privileges and rights of ashareholder only with respect to such Ordinary Shares as have been purchased under the Option and for whichOrdinary Shares have been issued to and registered in the Participant’s name.(g) Repricing Prohibition. Except as provided in Paragraph XIII, the Committee may not, without approval ofthe shareholders of the Company, (i) lower the purchase price under any outstanding Option or Stock AppreciationRight granted pursuant to the Plan, (ii) take any other action with respect to any such outstanding Option or StockAppreciation Right that is treated as a repricing under United States generally accepted accounting principles, or (iii)cancel any such outstanding Option or Stock Appreciation Right when its purchase price exceeds the Fair MarketValue of the underlying Ordinary Shares in exchange for cash, another Award or other equity.VIII. RESTRICTED STOCK AWARDS(a) Forfeiture Restrictions To Be Established by the Committee. Ordinary Shares that are the subject of aRestricted Stock Award shall be subject to restrictions on disposition by the Participant and an obligation of theParticipant to forfeit and/ or compulsorily surrender or transfer the Ordinary Shares to (as the Committee may direct)the Company, an employee benefit trust or any third person under certain circumstances (the “ForfeitureRestrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion, and theCommittee may provide that the Forfeiture Restrictions shall lapse upon the passage of time or the attainment of one ormore performance measures established by the Committee. The Committee will also determine the mechanism forforfeiting the Ordinary Shares subject to the Restricted Stock Award and may require the Participant to enter into sucharrangements, as the Committee determines to be appropriate, in order to enforce the obligations of the Participantunder the Award Agreement. Any performance measures may be determined by the Committee in its sole discretion.Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee.(b) Other Terms and Conditions. Ordinary Shares awarded pursuant to a Restricted Stock Award shall beevidenced in such manner as the Committee shall determine. If a share certificate is registered in the name of theParticipant, the Committee may require that such certificates bear an appropriate legend referring to applicableForfeiture Restrictions and other restrictions, that the Company retain physical possession of the certificates and/or thatthe10  Participant deliver to the Company a share transfer form relating to the Ordinary Shares subject to the Restricted StockAward. Unless provided otherwise in an Award Agreement, the Participant shall have the right to receive dividendswith respect to Ordinary Shares subject to a Restricted Stock Award, to vote Ordinary Shares subject thereto, and toenjoy all other shareholder rights, except that (i) the Participant shall not be entitled to delivery of the Ordinary Sharesuntil the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of any certificates representingOrdinary Shares subject to the Restricted Stock Award until the Forfeiture Restrictions have expired, (iii) theParticipant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Ordinary Shares until theForfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by the Committee pursuant tothe Award Agreement shall cause a forfeiture of the Restricted Stock Award, and (v) any dividends paid with respectto Ordinary Shares subject to a Restricted Stock Award shall be subject to the same vesting and forfeiture terms as therelated Restricted Stock. At the time of such Award, the Committee may, in its sole discretion, prescribe additionalterms, conditions, or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining tothe termination or cessation of employment (by retirement, disability, death, or otherwise, such terms of which shall bedefined in any Award Agreement) of a Participant prior to expiration of the Forfeiture Restrictions. Such additionalterms, conditions, or restrictions shall be set forth in an Award Agreement made in conjunction with the Award.(c) Payment for Restricted Stock. The Committee shall determine the amount and form of any payment forOrdinary Shares received pursuant to a Restricted Stock Award, provided that in the absence of such a determination, aParticipant shall not be required to make any payment for Ordinary Shares received pursuant to a Restricted StockAward, except to the extent otherwise required by law.(d) Restricted Stock Agreements. At the time any Award is made under this Paragraph VIII, the Company andthe Participant shall enter into an Award Agreement setting forth each of the matters contemplated hereby and suchother matters as the Committee may determine to be appropriate. The terms and provisions of the respective AwardAgreements need not be identical.IX. PHANTOM STOCK AWARDS(a) Phantom Stock Awards. Phantom Stock Awards are rights to receive Ordinary Shares with a value equal toany appreciation or increase in the Fair Market Value of Ordinary Shares over a specified period of time, which vestover a period of time as established by the Committee. The Committee may, in its discretion, require payment or otherconditions of the Participant respecting any Phantom Stock Award. A Phantom Stock Award may include a sharesettled Stock Appreciation Right that is granted independently of an Option; provided, however, that the exercise priceper Ordinary Share subject to the Stock Appreciation Right shall be determined by the Committee but, subject toadjustment as provided in Paragraph XIII, such exercise price shall not be less than the Fair Market Value of anOrdinary Share on the date such Stock Appreciation Right is granted.(b) Award Period. The Committee shall establish, with respect to and at the time of each Phantom Stock Award,a period over which the Award shall vest with respect to the Participant.11  (c) Payment. Following the end of the vesting period for a Phantom Stock Award (or at such other time as theapplicable Award Agreement may provide), the holder of a Phantom Stock Award shall be entitled to receive paymentof an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vested value of theAward. Payment of a Phantom Stock Award may only be made in Ordinary Shares. Payment shall be made in a lumpsum or in installments as prescribed by the Committee in an Award Agreement. Cash dividend equivalents may bepaid with respect to a Phantom Stock Award, subject to the same vesting and forfeiture terms as the Phantom StockAward, as determined by the Committee.(d) Phantom Stock Award Agreements. At the time any Award is made under this Paragraph IX, the Companyand the Participant shall enter into an Award Agreement setting forth each of the matters contemplated hereby and suchadditional matters as the Committee may determine to be appropriate. The terms and provisions of the respectiveAward Agreements need not be identical.X. RESTRICTED STOCK UNIT AWARDS(a) Restricted Stock Unit Awards. The Committee is authorized to grant Restricted Stock Units, which arerights to receive Ordinary Shares at the end of a specified period (which may or may not be coterminous with thevesting schedule of the Award), to a Participant, subject to the terms and conditions below as well as in any RestrictedStock Unit Award Agreement governing the Award.(b) Other Terms and Conditions. Settlement of an Award of Restricted Stock Units shall occur upon expirationof the period specified for such Restricted Stock Unit by the Committee. In addition, Restricted Stock Units shall besubject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, whichrestrictions may lapse at the expiration of the specified period or at earlier specified times (including based on theachievement of performance goals and/or future service requirements), separately or in combination, in installments orotherwise, as the Committee may determine. Restricted Stock Units shall be satisfied by the delivery of OrdinaryShares in the amount equal to the specified number of Ordinary Shares covered by the Restricted Stock Units.(c) Dividend Equivalents. Unless otherwise determined by the Committee and specified in the AwardAgreement, dividend equivalents on the specified number of Ordinary Shares covered by an Award of RestrictedStock Units shall be either (i) paid with respect to such number of Ordinary Shares covered by Restricted Stock Unitsand shall be subject to the same vesting and forfeiture terms as the related Restricted Stock Units, or (ii) deferred withrespect to such Restricted Stock Units and the amount or value thereof automatically deemed reinvested in additionalRestricted Stock Units with the same terms as the related Restricted Stock Units.(d) Restricted Stock Unit Agreements. At any time any Award is made under this Paragraph X, the Companyand the Participant shall enter into an Award Agreement setting forth each of the matters contemplated hereby and suchother matters as the Committee may determine to be appropriate. The terms and provisions of the respective AwardAgreements need not be identical.12  XI. BONUS STOCK AWARDSEach Bonus Stock Award granted to a Participant shall constitute a transfer of unrestricted Ordinary Shares onsuch terms and conditions as the Committee shall determine. Bonus Stock Awards shall be made in respect ofOrdinary Shares and need not be subject to performance criteria or objectives or to forfeiture. The purchase price, ifany, for Ordinary Shares issued in connection with a Bonus Stock Award shall be determined by the Committee in itssole discretion. Bonus Stock Awards may be utilized to grant Ordinary Shares in lieu of obligations to pay cash ordeliver other property under other plans or compensatory arrangements, provided that, in the case of ExecutiveOfficers, the amount of such grants remains within the discretion of the Committee. In the case of any grant ofOrdinary Shares to an officer of the Company or any of its Subsidiaries or the Company’s holding company in lieu ofsalary or other cash compensation, the number of Ordinary Shares granted in place of such compensation shall bereasonable, as determined by the Committee.XII. FORFEITURE EVENTS(a) General. The Committee may specify in an Award Agreement at the time of the Award that the Participant’srights, payments and benefits with respect to an Award are subject to reduction, cancellation, forfeiture or recoupmentupon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performanceconditions of an Award. Such events may include, without limitation, termination of Service for Cause, violation ofmaterial Company policies, breach of noncompetition, non-solicitation, confidentiality or other restrictive covenantsthat may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation ofthe Company.(b) Termination for Cause. Unless otherwise provided by the Committee and set forth in an Award Agreement,if (i) a Participant’s employment with the Company, any Subsidiary or the Company’s holding company shall beterminated for Cause or (ii) after termination of employment for any other reason, the Committee determines in itsdiscretion either that, (1) during the Participant’s period of employment, the Participant engaged in an act which wouldhave warranted termination of employment for Cause or (2) after termination, the Participant engaged in conduct thatviolated any continuing obligation or duty of the Participant in respect of the Company or any Affiliate, suchParticipant’s rights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/orrecoupment. The Committee shall have the power to determine whether the Participant’s employment has beenterminated for Cause, the date upon which such termination for Cause occurs, whether the Participant engaged in anact which would have warranted termination of employment for Cause or engaged in conduct that violated anycontinuing obligation or duty of the Participant in respect of the Company or any Affiliate. Any such determinationshall be final, conclusive and binding upon all Persons. In addition, if the Committee shall reasonably determine that aParticipant has committed or may have committed any act which could constitute the basis for a termination of suchParticipant’s employment for Cause or violates any continuing obligation or duty of the Participant in respect of theCompany or any Affiliate, the Committee may suspend the Participant’s rights to exercise any Stock Option or StockAppreciation Right, receive any payment or vest in any right with respect to any Award pending a determination bythe Committee of whether an act or omission could constitute the basis for a termination for Cause as provided in thisParagraph XII.13  (c) Accounting Restatement. If a Participant receives compensation pursuant to an Award under the Plan basedon U.S. GAAP financial statements that are subsequently required to be restated to correct accounting errors and/ormisstatements in a way that would decrease the value of such compensation, the Participant will, to the extent nototherwise prohibited by law, upon the written request of the Company, forfeit and repay to the Company the differencebetween what the Participant received and what the Participant should have received based on the accountingrestatement, in accordance with (i) the Company’s compensation recovery, “clawback” or similar policy, as may be ineffect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by lawincluding the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and therules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or anynational securities exchange on which the Company’s equity securities may be listed (the “Policy”). By accepting anAward hereunder, the Participant acknowledges and agrees that the Policy, whenever adopted, shall apply to suchAward, and all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture andrepayment pursuant to the terms of the Policy.XIII. RECAPITALIZATION OR REORGANIZATION(a) No Effect on Right or Power. The existence of the Plan and the Awards granted hereunder shall not affect inany way the right or power of the Board or the shareholders of the Company to make or authorize any variation in theshare capital of the Company or any Affiliate or any other adjustment, recapitalization, reorganization, or other changein the Company’s or any Affiliate’s capital structure or its business, any merger, acquisition or consolidation of theCompany or any Affiliate, any issue of debt or equity securities ahead of or affecting Ordinary Shares or the rightsthereof, the winding up, dissolution or liquidation of the Company or any Affiliate, any sale, lease, exchange, or otherdisposition of all or any part of its assets or business, any demerger or any scheme of arrangement or any othercorporate act or proceeding.(b) Adjustments In Shares. The shares with respect to which Awards may be granted are Ordinary Shares aspresently constituted, but if, and whenever, prior to the expiration of an Award theretofore granted, the Company shalleffect:(i) any variation in the share capital of the Company (whenever effected) by way of any corporateevent or transaction involving the Company, a Subsidiary and/or an Affiliate, including, without limitation, asubdivision, consolidation, merger, amalgamation, consolidation, reorganization, recapitalization,reclassification, separation, stock split, reverse stock split, split up, spin-off, combination of shares, exchange ofshares, dividend in kind, extraordinary cash dividend or other like change in capital structure (other than normalcash dividends to shareholders of the Company), or any similar corporate event or transaction;(ii) the implementation of a demerger (in whatever form); Note to Draft: Accountants to review adjustment provisions. 14 11 (iii) an exempt distribution within the meaning of section 1075 of the U.K. Corporation Tax Act2009; and/or(iv) the payment of a share dividend on Ordinary Shares without receipt of consideration by theCompany or other dividend in specie or the payment of a special case which, in each case, materially affects thevalue of an Award;the Committee shall, in the case of clause (b)(i), adjust the Awards in such manner as it considers appropriate to ensurethat each holder of Awards does not experience a significant increase or decrease in the value of such Awards solelyby reason of the transaction or event, including, without limitation, adjustments to (i) the maximum number and kind ofshares, units, or other securities or property that may be issued under the Plan or under particular forms of Awards, (ii)the number and kind of shares, units or other property subject to then outstanding Awards, (iii) the exercise price,purchase price or grant price for each share, unit or other property subject to then outstanding Awards (provided thatthe exercise price of an Option to subscribe for new Ordinary Shares may not be adjusted to an Option exercise priceper Ordinary Share of less than the nominal value per Ordinary Share, unless the Company is authorized by itsshareholders to capitalize reserves and issue Ordinary Shares for less than their nominal value), (iv) other valuedeterminations applicable to the Plan and/or outstanding Awards, and (v) any other terms of an Award that are affectedby the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to theextent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code, unlessotherwise determined by the Committee.In the case of clauses (b)(ii), (iii) and (iv), to the extent not already covered by clause (b)(i), the Committee may adjustthe Awards in such manner as it considers appropriate to ensure that each holder of Awards does not experience asignificant increase or decrease in the value of such Awards solely by reason of the transaction or event, including,without limitation, the adjustments as described in subsections (i)-(v) in the paragraph immediately above.Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extentpracticable, be made in a manner consistent with the requirements of Section 424(a) of the Code, unless otherwisedetermined by the Committee.(c) Corporate Changes. Upon the occurrence of a Corporate Change, unless otherwise specifically prohibitedunder applicable law or by the applicable rules and regulations of any governmental agency with jurisdiction orapplicable governmental agencies or national securities exchanges, or unless the Committee shall determine otherwisein the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the terms andconditions of outstanding Awards, including without limitation the following (or any combination thereof): (a)continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving companyor corporation) or by the surviving company or corporation or its parent; (b) substitution by the surviving company orcorporation or its parent of awards with substantially the same terms for outstanding Awards; (c) acceleration ofexercisability, vesting, lapse of restrictions and/or payment under outstanding Awards immediately prior to theoccurrence of such event; (d) upon written notice, provide that any outstanding Stock Options and Stock AppreciationRights must be exercised, to the extent then exercisable, during a15  reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonableperiod as determined by the Committee (contingent upon the consummation of the event), and at the end of suchperiod, such Stock Options and Stock Appreciation Rights shall terminate to the extent not so exercised within therelevant period; and (e) cancel all or any portion of outstanding Awards for fair value (in the form of cash, OrdinaryShares, other property or any combination thereof) as determined in the sole discretion of the Committee; provided, however, that, in the case of Stock Options and Stock Appreciation Rights, the fair value may equal the excess, if any,of the value or amount of the consideration to be paid in the Corporate Change transaction to holders of OrdinaryShares (or, if no such consideration is paid, Fair Market Value of the Ordinary Shares) over the aggregate exercise orpurchase price, as applicable, with respect to such Awards or portion thereof being canceled, or if no such excess, zero;provided, further, that if any payments or other consideration payable to holders of Ordinary Shares in connection withthe Corporate Change are deferred and/or contingent as a result of escrows, earn outs, holdbacks or any othercontingencies, payments under this provision may be made subject to the same terms and conditions applicable to theholders of Ordinary Shares general in connection with the Corporate Change.XIV. AMENDMENT AND TERMINATION OF THE PLANThe Committee may amend, alter, suspend, discontinue, or terminate (for purposes of this Paragraph XIV, an“Action”) the Plan or any portion thereof or any Award (or Award Agreement) thereunder at any time; provided thatno such Action shall be made, other than as permitted under Paragraph XIII) (i) without shareholder approval (A) ifsuch approval is necessary to comply with any tax (e.g. with respect to Incentive Stock Options) or regulatoryrequirement applicable to the Plan or (B) if such Action requires shareholder approval under applicable stock exchangerequirements, and (ii) without the written consent of the affected Participant, if such Action would materially impair therights of any Participant under any Award theretofore granted to such Participant under the Plan; provided, however,that the Committee may amend the Plan, any Award or any Award Agreement without such consent of the Participantin such manner as it deems necessary to comply with applicable laws.XV. MISCELLANEOUS(a) No Right To An Award. Neither the approval of the Plan nor any action of the Board or of the Committeeshall be deemed to give any individual any right to be granted an Award under the Plan. The Plan shall beunfunded. The Company shall not be required to establish any special or separate fund or to make any othersegregation of funds or assets to assure the performance of its obligations under any Award.(b) No Employment/Membership Rights Conferred. Nothing contained in the Plan shall (i) confer upon anyindividual any right with respect to continuation of employment or of a consulting or advisory relationship with theCompany, a Subsidiary or the Company’s holding company or (ii) interfere in any way with the right of the Company,any Subsidiary or the Company’s holding company to terminate his or her employment or consulting or advisoryrelationship at any time. Nothing contained in the Plan shall confer upon any Director any right with respect tocontinuation of membership on the Board.16  (c) Limitation on Rights Conferred Under Plan.(i) Notwithstanding any provision of the Plan, the rights and obligations of any individual underthe terms of his office or employment with the Company, a Subsidiary or the Company’s holding companyshall not be affected by his or her participation in the Plan or any right which he or she may have to participatein the Plan or acquire Ordinary Shares pursuant thereto.(ii) The grant of Awards shall not confer on the Participant any right with respect to continuance ofemployment by the Company, any Subsidiary or the Company’s holding company nor will it interfere in anyway with the right of the Company, any Subsidiary or the Company’s holding company to terminate theParticipant’s employment at any time.(iii) The grant of Awards to a Participant on one occasion does not entitle that individual to anyfurther grants of Awards on any future occasion.(iv) A Participant who is granted any Awards pursuant to the Plan shall have no rights tocompensation or damages in consequence of the cessation of his or her office or employment with theCompany, any Subsidiary or the Company’s holding company for any reason whatsoever, whether or not inbreach of contract, insofar as those rights arise or may arise from his or her ceasing to have rights under anyAwards under the Plan as a result of such cessation or from the loss or diminution in value of such rights orentitlements.(v) An individual will have no right to compensation for any loss of rights or expectations under thePlan for any reason, for any exercise, or failure to exercise, any discretionary power by the Committee or itsdelegate under the Plan (including without limitation any alleged arbitrary or irrational exercise of adiscretionary power), or for any decision to amend or terminate the Plan. If an individual did acquire any suchrights, he or she would be deemed to have waived them irrevocably by accepting the Award.(d) Payment Terms Applicable to All Awards. Except as specifically provided under the terms of the Plan andany applicable Award Agreement, payments to be made by the Company, a Subsidiary or the Company’s holdingcompany upon the exercise of an Option or other Award or settlement of an Award may only be made in the form ofOrdinary Shares. Except as otherwise provided herein and as would not result in the imposition of taxes or penaltiesunder Section 409A of the Code, if applicable, the settlement of any Award may be accelerated in the discretion of theCommittee or upon occurrence of one or more specified events (in addition to a Corporate Change). Installments maybe required by the Committee (subject to Paragraph XIV of the Plan) or permitted at the election of the Participant onterms and conditions established by the Committee and in compliance with the rules of Section 409A of the Code andall regulations promulgated thereunder, if applicable. Payments may include provisions for the payment or crediting ofreasonable interest on installment payments. This Plan shall not constitute an “employee benefit plan” for purposes ofsection 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).17  (e) Withholding. The Company, any Subsidiary or the Company’s holding company shall have the power andthe right to deduct or withhold automatically from any amount deliverable under the Award or otherwise, or require aParticipant to remit to the Company, the minimum statutory amount (or the maximum or other rate as determined by theCommittee in an Award Agreement or otherwise) to satisfy any tax, social insurance or social security contributions(including any amount of U.K. employer’s National Insurance constrictions or payment on account liability which aParticipant has agreed or elected to bear), payroll, fringe benefit or other taxes required by law or regulation to bewithheld with respect to any taxable event arising as a result of the Plan. The Committee may establish appropriateprocedures to provide for any such payments, including but not limited to (1) to the extent permitted by applicable law,the deduction of such payment from the salary or bonuses or any other amounts due to a Participant by the Company, aSubsidiary or the Company’s holding company at any time, (2) the sale of any number of Ordinary Shares acquired orto be acquired pursuant to the grant, vesting or exercise of an Award and the forwarding of the proceeds of any suchsale to any appropriate revenue, tax or social insurance authority, (3) withholding in Ordinary Shares otherwise to beissued pursuant to the Awards, and (4) by direct collection from the Participant at any time.(f) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent theCompany or any Affiliate from taking any action which is deemed by the Company or such Affiliate to be appropriateor in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made underthe Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Affiliate as aresult of any such action.(g) Trading Policy and Other Restrictions. Transactions involving Awards under the Plan shall be subject tothe Company’s Insider Trading Policy, Short Swing Policy and other restrictions, terms and conditions, to the extentestablished by the Committee or by applicable law, including any other applicable policies set by the Committee, fromtime to time. The Company shall not be obligated to issue any Ordinary Shares pursuant to any Award granted underthe Plan at any time when the Ordinary Shares covered by such Award have not been registered under the SecuritiesAct of 1933, as amended, and such other state and federal laws, rules, and regulations as the Company or theCommittee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from theregistration requirements of such laws, rules, and regulations available for the issuance and sale of such OrdinaryShares. As a condition precedent to the issuance of Ordinary Shares pursuant to the grant or exercise of an Award, theCompany may require the Participant to take any reasonable action that the Company determines is necessary oradvisable to meet such requirements. The Committee may impose such conditions on any Ordinary Shares issuableunder the Plan as it may deem advisable, under the requirements of any applicable laws or exchange upon which suchshares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. TheCommittee may also require the Participant to represent and warrant at the time of issuance or transfer that the OrdinaryShares are being acquired solely for investment purposes and without any current intention to sell or distribute suchshares. The Committee shall determine whether cash, Awards, other securities or other property shall be issued or paidin lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, forfeited orotherwise eliminated.18  (h) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which shall be subject to thetransfer restrictions set forth in subparagraph VII(c)) shall not be pledged, hypothecated or otherwise encumbered orsubject to any lien, obligation or liability of a Participant and shall not be transferable or assignable by a Participant(other than following the Participant’s death, subject to the applicable laws of descent and distribution). Any Optionsor Stock Appreciation Rights may only be exercised during the lifetime of the Participant only by the Participant or hisor her guardian or legal representative and, following the Participant’s death, only by his or her executor, administrator,personal representative or other legal representative of the Participant’s estate (as applicable).(i) Governing Law. This Plan and each Award Agreement shall be governed by the laws of England and Waleswithout regard to any conflict of laws principles and the English courts will have exclusive jurisdiction in respect of alldisputes arising under or in connection with the Plan and any Awards.PARTICIPANT ACKNOWLEDGES THAT, BY ACCEPTING AN AWARD AGREEMENT UNDER THEPLAN, PARTICIPANT IS WAIVING, IF APPLICABLE, ANY RIGHT THAT PARTICIPANT MAY HAVETO A JURY TRIAL RELATED TO THIS PLAN OR ANY AWARD AGREEMENT THEREUNDER.(j) Waiver of Certain Claims. By participating in the Plan, the Participant waives all and any rights tocompensation or damages in consequence of the termination of his or her office or Service with the Company, anySubsidiary or the Company’s holding company for any reason whatsoever, whether lawfully or otherwise, insofar asthose rights arise or may arise from his or her ceasing to have rights under the Plan as a result of such termination, orfrom the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms ofthe Plan, any determination by the Board or Committee pursuant to a discretion contained in the Plan or any AwardAgreement or the provisions of any statute or law relating to taxation.(k) Section 409A of the Code and Section 457A of the Code.(i) To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, orbe exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and otherguidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by theCommittee in a manner consistent with this intent in order to avoid the imposition of any additional tax underSection 409A of the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award,payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan isdetermined by the Committee to not comply with the applicable requirements of Section 409A of the Code andthe Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority to takesuch actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessaryto comply with such requirements; provided, however, that no such action shall materially and adversely affectany outstanding Award without the consent of the affected Participant. No payment that constitutes deferredcompensation under Section 409A of the Code that would otherwise be made under the Plan or an Award19  Agreement upon a termination of Service will be made or provided unless and until such termination is also a“separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding theforegoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a“specified employee” as defined in Section 409A of the Code at the time of termination of Service with respectto an Award, then solely to the extent necessary to avoid the imposition of any additional tax underSection 409A of the Code, the commencement of any payments or benefits under the Award shall be deferreduntil the date that is six (6) months plus one (1) day following the date of the Participant’s termination ofService or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A). Inno event whatsoever shall the Company be liable for any additional tax, interest or penalties that may beimposed on a Participant by Section 409A of the Code or any damages for failing to comply withSection 409A of the Code.(ii) The Company intends that any Awards be structured in compliance with, or to satisfy anexemption from, Section 457A of the Code (“Section 457A”) and all regulations, guidance, complianceprograms and other interpretative authority thereunder, such that there are no adverse tax consequences,interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event anyAward is subject to Section 457A, the Committee may, in its sole discretion and without a Participant’s priorconsent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions (includingamendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a)exempt the Plan and/or any Award from the application of Section 457A, (b) preserve the intended taxtreatment of any such Award, or (c) comply with the requirements of Section 457A, including withoutlimitation any such regulations, guidance, compliance programs and other interpretative authority that may beissued after the date of the grant.(l) No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsible for allincome taxes and employee social security liabilities with respect to any Awards under the Plan. The Committee andthe Company make no guarantees to any Person regarding the tax treatment of Awards or payments made under thePlan. Neither the Committee nor the Company has any obligation to take any action to prevent the assessment of anytax on any Person with respect to any Award under Section 409A of the Code or Section 457A of the Code orotherwise and none of the Company or any of its Affiliates, or any of their employees or representatives shall have anyliability to a Participant with respect thereto.(m) Data Protection. The Company and its Affiliates may collect and process personal data about Participants inconnection with the implementation and operation of the Plan. Any processing of a Participant's personal dataundertaken by the Company or any of its Affiliates will be in accordance with the relevant data protection legislation inforce at the relevant time and with the Company's data protection policy as amended from time to time. The Companyhas issued a Privacy Notice which is available on request from the Company Secretary at the Company's registeredoffice address or which can be downloaded from the Company's intranet. The Privacy Notice explains what personaldata the Company and its Affiliates will commonly collect and process. It also explains the reasons for the processing,for how long this personal data is typically kept, the rights of employees regarding their personal data and when the20  Company or its Subsidiaries may share personal data, including when it may be transferred outside of the EuropeanEconomic Area.(n) Employee Trust. The Company and any Subsidiary may establish and/or an employee benefit trust toadminister the Plan and may (to the extent permitted by section 682 of the U.K. Companies Act 2006) provide moniesto any trustee of any employee benefit trust established by the Company and any Subsidiary to enable them to acquireOrdinary Shares for the purposes of the Plan, or enter into any guarantee or indemnity for such purposes.(o) Costs of Plan. The Company will pay all costs incurred in introducing and operating the Plan. If employeesof any Subsidiary or the Company’s holding company receive Awards, such Subsidiary or the Company’s holdingcompany, if requested, will reimburse the Company for costs incurred in connection with granting and administeringsuch Awards.(p) Third Party Rights. Except as provided in subparagraph XV(h), a person who is not a party to the grant ofan Award under the Plan will have no right under the U.K. Contracts (Rights of Third Parties) Act 1999 to enforce anyof its terms.(q) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, orunenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under anylaw deemed applicable by the Committee, such provision shall be construed or deemed amended to conform toapplicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee,materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person,or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.(r) Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall bebinding on any successor to the Company, whether the existence of such successor is the result of a direct or indirectpurchase, merger, amalgamation, consolidation, or otherwise, of all or substantially all of the business or assets of theCompany. 21  ANNEX I CARDTRONICS PLC.FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLANFOR NON-EMPLOYEE SHARE AND CASH AWARDSI. PURPOSE OF THE NON-EMPLOYEE SHARE PLAN AND CASH AWARD PLANThis Annex to the CARDTRONICS, INC. FOURTH AMENDED AND RESTATED 2007 STOCKINCENTIVE PLAN (as assumed and adopted by Cardtronics plc (the “Company”), effective January 18, 2019)(“Annex I” or the “Non-Employee Share and Cash Award Plan”) governs (i) the grant of Awards to Directors whoare not employed by the Company or any Subsidiary, to Consultants and to employees to the extent such employeesare excluded from participating in the Plan, and (ii) the grants of cash-Awards and cash-settled Awards to anyParticipant.The Annex I to the Cardtronics plc. Third Amended and Restated 2007 Stock Incentive Plan shall continue ineffect and unchanged with respect to awards outstanding thereunder as of January 17, 2019. All Awards granted underAnnex I on or following January 18, 2019 shall be covered by this Annex I to the Fourth Amended and Restated 2007Stock Incentive Plan.II. DEFINITIONSThe following definitions shall be applicable throughout the Non-Employee Share and Cash Award Planunless specifically modified by any paragraph:(a) “Affiliate” means any corporation, partnership, limited liability company or association, trust, or otherorganization which, directly or indirectly, controls, is controlled by, or is under common control with, theCompany. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms“controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean thepossession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting powerfor the election of directors or comparable governing body of the controlled entity or organization or (ii) to direct orcause the direction of the management and policies of the controlled entity or organization, whether through theownership of voting securities or by contract or otherwise.(b) “Annual Incentive Award” means a conditional right granted to a Participant under Paragraph IX ofthe Non-Employee Share and Cash Award Plan hereof to receive a cash payment, as determined by the Committee,after the end of a specified year.(c) “Award” means, individually or collectively, any Option, Restricted Stock Award, Restricted StockUnit Award, Annual Incentive Award, Phantom Stock Award, or Bonus Stock Award, in each case, granted under theNon-Employee Share and Cash Award Plan.(d) “Award Agreement” means either (a) a written or electronic agreement entered into by the Companyand a Participant setting forth the terms and provisions applicable to an Award  granted under this Non-Employee Share and Cash Award Plan, or (b) a written or electronic statement issued by theCompany, a Subsidiary or the Company’s holding company to a Participant describing the terms and conditions of theactual grant of such Award.(e) “Board” means the Board of Directors of the Company.(f) “Bonus Stock Award” means an Award granted under Paragraph XII of the Non-Employee Share andCash Award Plan.(g) “Cause” shall have the meaning ascribed to it in the Participant’s employment agreement with theCompany, a Subsidiary or the Company’s holding company; provided, however, that if the Participant does not havesuch an employment agreement or the Participant’s employment agreement does not define the term “cause”, then“Cause” shall mean the termination of the Participant’s service with the Company based on a determination by theCommittee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willfulmisconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refusedwithout proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii)has materially breached any material provision of a written agreement or corporate policy or code of conductestablished by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to theCompany or any Affiliate; (v) has disclosed without specific authorization from the Company confidential informationof the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud,embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has beenconvicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crimeof similar import in a foreign jurisdiction).(h) “Change in Control Company Event” means the occurrence of any of the following circumstances:(i) Any person (or group of persons acting in concert) obtains Control of the Company as a resultof making an offer to acquire all of the issued shares of the Company (other than those which are at the timeowned by such person or by persons acting in concert with that person), or if there is otherwise a change ofControl of the Company including by way of merger, consolidation or share exchange with any other person.(ii) A person becoming bound or entitled to acquire shares of the Company under sections 979 to982 of the U.K. Companies Act 2006.(iii) The court sanctioning a compromise or arrangement between the Company and its shareholdersunder section 899 of the U.K. Companies Act 2006, resulting in a change of Control of the Company.(i) “Code” means the U.S. Internal Revenue Code of 1986, as amended. References in the Non-Employee Share and Cash Award Plan to any section of the Code shall be deemed to include any amendments orsuccessor provisions to such section and any regulations under such section.A-2  (j) “Committee” means the Compensation Committee of the Board, subject to the limitations andexceptions as provided in subparagraph IV(a), such other committee designated by the Board to administer this Non-Employee Share and Cash Award Plan or the Board, in each case as determined by the Board.(k) “Company” shall have the meaning assigned to such term in Paragraph I.(l) “Consultant” means any person who is not an employee or a Director and who is providing advisoryor consulting services to the Company or any Affiliate.(m) “Control” shall have the same meaning as in section 995 of the U.K. Income Tax Act 2007.(n) “Corporate Change” shall mean:(i) A Change in Control Company Event;(ii) A sale of all or substantially all of the assets of the Company to any other person or entity;(iii) a dissolution or liquidation of the Company;,(iv) any Person acquires or gains ownership or control, directly or indirectly, of more than 30% thecombined voting power of the then outstanding voting shares of the Company entitled to vote generally in theelection of its directors; or(v) during any period of twelve consecutive months the following individuals (the “IncumbentDirectors”) cease for any reason to constitute a majority of the number of directors then serving on the Board:individuals who, on the Effective Date of the Plan, constitute the Board and any new director whoseappointment or election by the Board or nomination for election by the Company’s shareholders was approvedor recommended by a vote of at least a majority of the directors then still in office who either were directors onthe Effective Date of the Plan or whose appointment, election or nomination for election was previously soapproved or recommended (other than such new director whose initial assumption of office is in connectionwith an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation,relating to the election of directors of the Company by or on behalf of a Person other than the Board),unless, in each case of (ii), (iii) and (iv), following such event (A) the holders of equity securities of the Companyimmediately prior to such event beneficially own, directly or indirectly, immediately after such event equity securitiesof the resulting or surviving parent entity, the transferee entity or any new direct or indirect parent entity of theCompany resulting from or surviving any such transaction (such entity, the “Successor Entity”) entitled to 70% ormore of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of theSuccessor Entity in substantially the same proportion that they owned the equity securities of the Companyimmediately prior to such transaction or (B) at least a majority of the members of the board of directors (or comparablegoverning body) of the Successor Entity immediatelyA-3  following such event were Incumbent Directors at the time of the execution of the initial agreement providing for suchevent.Notwithstanding the foregoing, if the Participant is subject to Section 409A of the Code, solely for purposes ofdetermining the timing of payment or timing of distribution for purposes of an Award that constitutes “nonqualifieddeferred compensation” within the meaning of Section 409A of the Code, a Corporate Change shall not be deemed tohave occurred unless the events that have occurred will also constitute a “change in the ownership or effective controlof a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,” of the Companyunder Section 409A of the Code, or any successor provision.(o) “Director” means an individual who is a member of the Board.(p) An “employee” means any person (including an executive Director) in an employment relationshipwith the Company, a Subsidiary or the Company’s holding company.(q) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.(r) “Executive Officer” shall mean an “officer” of the Company as specified in Rule 16a-1(f) of theExchange Act, and any successor rule, regulation, or statute fulfilling the same or a similar function.(s) “Fair Market Value” means, as of any specified date, the closing share price of the Ordinary Shares (i)reported by the NASDAQ Stock Market LLC on that date or (ii) if the Ordinary Shares are no longer listed on theNASDAQ Stock Market LLC but are listed on any other stock exchange, as reported on the stock exchange compositetape of such exchange on that date (or such other reporting service approved by the Committee); or, in either case, if noprices are reported on that date, on the last preceding date on which such prices of the Ordinary Shares are soreported. If the Ordinary Shares are traded over the counter at the time a determination of its fair market value isrequired to be made hereunder, its fair market value shall be deemed to be equal to the average between the reportedhigh and low or closing bid and asked prices of Ordinary Shares on the most recent date on which Ordinary Shareswere publicly traded. In the event Ordinary Shares are not publicly traded at the time a determination of its value isrequired to be made hereunder, the determination of its fair market value shall be made by the Committee in suchmanner as it deems appropriate and, to the extent required for setting the exercise price or purchase price of an Optionor Stock Appreciation Right, if applicable, consistent with the requirements of section 409A of the Code.(t) “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of theCode.(u) “including” means including without limitation.(v) “Non-Employee Share and Cash Award Plan” means this Annex I as amended from time to time.A-4  (w) “Option” means an Award granted under Paragraph VII of the Non-Employee Share and Cash AwardPlan and includes both Incentive Stock Options to purchase Ordinary Shares and Options that do not constituteIncentive Stock Options to purchase Ordinary Shares.(x) “Ordinary Shares” means the Class A ordinary shares, nominal value $0.01 per share, in the Companyor any security into which such Ordinary Shares may be changed or converted by reason of any transaction or event ofthe type described in Paragraph XIV of the Non-Employee Share and Cash Award Plan.(y) “Participant” means an employee, Consultant, or Director or the Company, a Subsidiary or an Affiliatewho has been granted an Award under the Non-Employee Share and Cash Award Plan.(z) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and usedin Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.(aa) “Plan” means the Cardtronics plc 2018 Stock Incentive Plan.(bb) “Phantom Stock Award” means an Award granted under Paragraph X of the Non-Employee Shareand Cash Award Plan.(cc) “Qualified Member” means a director who qualifies as a “nonemployee director” within the meaning ofRule 16b-3(i) of the Exchange Act.(dd) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Non-Employee Shareand Cash Award Plan.(ee) “Restricted Stock Unit Award” means a right, granted under Paragraph XI hereof, to receive OrdinaryShares, cash or a combination thereof at the end of a specified period.(ff) “Stock Appreciation Right” means a right to acquire, upon exercise of the right, Ordinary Sharesand/or, in the sole discretion of the Committee, cash having an aggregate value equal to the then excess of the FairMarket Value of the Ordinary Shares with respect to which the right is exercised over the exercise price therefor.(gg) “Subsidiary” means a company or corporate body (as defined by section 1173(1) of the U.K.Companies Act 2006) that is a direct or indirect subsidiary of the Company within the meaning of section 1159 andSchedule 6 of the U.K. Companies Act 2006 and is more than fifty percent (50%) owned by the Company.III. EFFECTIVE DATE AND DURATION OFTHE NON-EMPLOYEE SHARE AND CASH AWARD PLANThe Non-Employee Share and Cash Award Plan was originally effective July 1, 2016. No further Awardsmay be granted under the Non-Employee Share and Cash Award Plan after 10 years from July 1, 2016. The Non-Employee Share and Cash Award Plan shall remain in effect until all Options granted under the Non-Employee Shareand Cash Award Plan have beenA-5  exercised or expired, all Restricted Stock Awards granted under the Non-Employee Share and Cash Award Plan havevested or been forfeited, and all Restricted Stock Units, Annual Incentive Awards, Phantom Stock Awards, and BonusStock Awards have been satisfied, settled or expired.IV. ADMINISTRATION(a) Composition of Committee. The Non-Employee Share and Cash Award Plan shall be administeredby the Committee; provided, however, that the Board may determine to administer the Non-Employee Share and CashAward Plan from time to time, in which case references herein to the “Committee” shall be deemed to includereferences to the “Board.” At any time that a member of a Committee is not a Qualified Member, any action of theapplicable Committee relating to an Award granted or to be granted to a Participant who is then an Executive Officer,may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more QualifiedMembers, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusinghimself or herself from such action; provided, however, that, upon such abstention or recusal, the Committee remainscomposed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by theCommittee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee forpurposes of the Non-Employee Share and Cash Award Plan. Any action of the Committee shall be final, conclusiveand binding on all persons, including the Company, its Affiliates, shareholders, Participants, beneficiaries, andpermitted transferees under the Non-Employee Share and Cash Award Plan or other persons claiming rights from orthrough a Participant. The express grant of any specific power to the Committee, and the taking of any action by theCommittee, shall not be construed as limiting any power or authority of the Committee. The Committee may appointagents to assist it in administering the Non-Employee Share and Cash Award Plan.(b) Powers. Subject to the express provisions of the Non-Employee Share and Cash Award Plan, theCommittee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrativeand interpretive rules and regulations relating to the Non-Employee Share and Cash Award Plan; (ii) determine theeligible persons to whom, and the time or times at which, Awards shall be granted; (iii) determine the amount of cashand the number of Ordinary Shares, or any combination thereof, that shall be the subject of each Award; (iv) determinethe terms and provisions of each Award agreement (which need not be identical), including provisions defining orotherwise relating to (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent towhich the transferability of Ordinary Shares issued or transferred pursuant to any Award is restricted, (C) except asotherwise provided herein, the effect of termination of employment or the service relationship with the Company, orany of its Subsidiaries or the Company’s holding company, of a Participant on the Award, and (D) the effect ofapproved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) acceleratethe vesting or time of exercisability of any Award that has been granted; (vi) construe the respective Award agreementsand the Non-Employee Share and Cash Award Plan; (vii) make determinations of the Fair Market Value of theOrdinary Shares pursuant to the Non-Employee Share and Cash Award Plan; (viii) delegate its duties under the Non-Employee Share and Cash Award Plan to such agents as it may appoint from time to time, provided that the Committeemay not delegate its duties with respect to making Awards to Executive Officers; (ix) subject to the restrictionscontained within the Non-Employee Share and Cash AwardA-6  Plan, terminate, modify or amend the Non-Employee Share and Cash Award Plan, (x) adopt sub-plans to the Non-Employee Share and Cash Award Plan as it considers necessary or desirable to take account of, mitigate or complywith taxation, securities, exchange control or other regulatory laws, and (xi) make all other determinations, perform allother acts, and exercise all other powers and authority necessary or advisable for administering the Non-EmployeeShare and Cash Award Plan, including the delegation of those ministerial acts and responsibilities as the Committeedeems appropriate.(c) Additional Powers. The Committee shall have such additional powers as are delegated to it by theother provisions of the Non-Employee Share and Cash Award Plan. Subject to the express provisions of the Non-Employee Share and Cash Award Plan, this shall include the power to construe the Non-Employee Share and CashAward Plan and the respective agreements executed hereunder, to prescribe rules and regulations relating to the Non-Employee Share and Cash Award Plan, to determine the terms, restrictions and provisions of the agreement relating toeach Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee tocause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary oradvisable for administering the Non-Employee Share and Cash Award Plan. The Committee may correct any defect,supply any omission, or reconcile any inconsistency in the Non-Employee Share and Cash Award Plan, in any Award,or in any Award agreement in the manner and to the extent it deems necessary or desirable to carry the Non-EmployeeShare and Cash Award Plan into effect, and the Committee shall be the sole and final judge of that necessity ordesirability. The determinations of the Committee on the matters referred to in this Paragraph IV shall be conclusive.(d) Delegation of Authority by the Committee. Notwithstanding the preceding provisions of thisParagraph IV or any other provision of the Non-Employee Share and Cash Award Plan to the contrary, the Committeemay from time to time, in its sole discretion, delegate to the Chief Executive Officer of the Company the administration(or interpretation of any provision) of the Non-Employee Share and Cash Award Plan, and the right to grant Awardsunder the Non-Employee Share and Cash Award Plan, insofar as such administration (and interpretation) and power togrant Awards relates to any person who is not an Executive Officer or any other director or officer of the Company, itsSubsidiaries or any of its Affiliates. Any such delegation may be effective only so long as the Chief Executive Officerof the Company is a Director, and the Committee may revoke such delegation at any time. The Committee may putany conditions and restrictions on the powers that may be exercised by the Chief Executive Officer of the Companyupon such delegation as the Committee determines in its sole discretion. In the event of any conflict in a determinationor interpretation under the Non-Employee Share and Cash Award Plan as between the Committee and the ChiefExecutive Officer of the Company, the determination or interpretation, as applicable, of the Committee shall beconclusive.V. SHARES SUBJECT TO THE NON-EMPLOYEE SHARE AND CASH AWARD PLAN; AWARDLIMITS; GRANT OF AWARDS(a) Shares Subject to the Non-Employee Share and Cash Award Plan and Award Limits. Subject toadjustment as provided in Paragraph XIV, the aggregate maximum number of Ordinary Shares that may be issuedunder the Non-Employee Share and Cash Award Plan and the Plan shall not exceed 9,679,393 Ordinary Shares,including all Awards outstanding prior to theA-7  Effective Date of the Plan. The aggregate maximum number of Ordinary Shares that may be issued under the Non-Employee Share and Cash Award Plan and the Plan through Incentive Stock Options, shall not exceed 9,679,393Ordinary Shares. Ordinary Shares shall be deemed to have been issued under the Non-Employee Share and CashAward Plan only to the extent actually issued and delivered to a Participant (or permitted transferee) pursuant to anAward. To the extent that an Award lapses or the rights of its holder terminate, any Ordinary Shares subject to suchAward shall again be available for the grant of an Award under the Non-Employee Share and Cash Award Plan and/orthe Plan. In addition, Ordinary Shares issued under the Non-Employee Share and Cash Award Plan and forfeited fromParticipants and Ordinary Shares withheld for payment of applicable employment taxes and/or withholding obligationsassociated with an Award shall again be available for the grant of an Award under the Non-Employee Share and CashAward Plan and/or the Plan. If the Committee authorizes the assumption under this the Non-Employee Share andCash Award Plan, in connection with any merger, amalgamation, consolidation, acquisition of property or stock, orreorganization, of awards granted under another plan, such assumption shall not reduce the maximum number ofOrdinary Shares available for issuance under this the Non-Employee Share and Cash Award Plan. Notwithstandingany provision in the Plan or Non-Employee Share and Cash Award Plan to the contrary, (i) the maximum number ofOrdinary Shares that may be subject to Awards denominated in Ordinary Shares granted to any one individual duringany calendar year may not exceed 1,500,000 Ordinary Shares, and (ii) the maximum amount of cash subject to Awardsdenominated in cash granted to any one individual during any calendar year may not exceed $3,500,000.(b) Grant of Awards. The Committee may from time to time grant Awards to one or more employees,Consultants, or Directors determined by it to be eligible for participation in the Non-Employee Share and Cash AwardPlan in accordance with the terms of the Non-Employee Share and Cash Award Plan.(c) Shares Offered. Subject to the limitations set forth in subparagraph V(a) hereof, the Ordinary Sharesto be offered pursuant to the grant of an Award may be settled by the issue of new Ordinary Shares or Ordinary Sharesheld in treasury. Any of such Ordinary Shares which remain unissued and which are not subject to outstandingAwards at the termination of the Non-Employee Share and Cash Award Plan shall cease to be subject to the Non-Employee Share and Cash Award Plan but, until termination of the Non-Employee Share and Cash Award Plan, theCompany shall at all times make available a sufficient number of Ordinary Shares to meet the requirements of the Non-Employee Share and Cash Award Plan.VI. ELIGIBILITYAwards may be granted only to persons who, at the time of grant, are employees, Consultants, or Directors ofthe Company, a Subsidiary or the Company’s holding company. An Award may be granted on more than oneoccasion to the same person, and, subject to the limitations set forth in the Non-Employee Share and Cash Award Plan,such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a RestrictedStock Award, a Restricted Stock Unit Award, an Annual Incentive Award, a Phantom Stock Award, a Bonus StockAward, or any combination thereof.A-8  VII. STOCK OPTIONS(a) Option Period. The term of each Option shall be as specified by the Committee at the date of grant,but in no event shall an Option be exercisable after the expiration of 10 years from the date of grant.(b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installmentsand at such times as determined by the Committee.(c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only toan individual who is employed by the Company or any parent or subsidiary corporation (as defined in section 424 ofthe Code) at the time the Option is granted. To the extent that the aggregate Fair Market Value (determined at the timethe respective Incentive Stock Option is granted) of Ordinary Shares with respect to which Incentive Stock Options areexercisable for the first time by an individual during any calendar year under all incentive stock option plans of theCompany and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treatedas Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance withapplicable provisions of the Code, Treasury Regulations, and other administrative pronouncements, which of aParticipant’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shallnotify the Participant of such determination as soon as practicable after such determination. No Incentive Stock Optionshall be granted to an individual if, at the time the Option is granted, such individual owns shares possessing more than10% of the total combined voting power of all classes of shares of the Company or of its parent or subsidiarycorporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted, theoption price is at least 110% of the Fair Market Value of the Ordinary Shares subject to the Option and (ii) such Optionby its terms is not exercisable after the expiration of five years from the date of grant. An Award of an Incentive StockOption may provide that such Option may be exercised not later than (i) three (3) months following termination ofemployment or service of the Participant with the Company and all subsidiary corporations under Section 424(f) of theCode (other than as set forth in clause (ii) of this Paragraph VII (c)) or (ii) one year following termination ofemployment or service of the Participant with the Company and all subsidiary corporations under Section 424(f) of theCode due to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in each case asand to the extent determined by the Committee to comply with the requirements of Section 422 of the Code. IfOrdinary Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the dateof grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall,promptly following such disposition, notify the Company in writing of the date and terms of such disposition andprovide such other information regarding the disposition as the Company may reasonably require. Except as otherwiseprovided in sections 421 or 422 of the Code, an Incentive Stock Option shall not be transferable and shall beexercisable during the Participant’s lifetime only by such Participant or the Participant’s guardian or legalrepresentative.(d) Option Award Agreement. Each Option shall be evidenced by an Award Agreement in such formand containing such provisions not inconsistent with the provisions of the Non-Employee Share and Cash Award Planas the Committee from time to time shall approve, including provisions to comply with the rules relating to IncentiveStock Option under section 422 of the Code as applicable. Each Award Agreement shall specify the effect oftermination or cessation of (i) employment, (ii) the consulting or advisory relationship, or (iii) membership onA-9  the Board, as applicable, on the exercisability of the Option. An Award Agreement may provide methods ofexercising the Option by establishing procedures satisfactory to the Committee with respect thereto. Further, an AwardAgreement may provide, on such terms and conditions as the Committee in its sole discretion may prescribe, for thegrant of a Stock Appreciation Right in connection with the grant of an Option and, in such case, the exercise of theStock Appreciation Right shall result in the surrender of the right to purchase a number of Ordinary Shares under theOption equal to the number of Ordinary Shares with respect to which the Stock Appreciation Right is exercised (andvice versa). In the case of any Stock Appreciation Right that is granted in connection with an Incentive Stock Option,such right shall be exercisable only when the Fair Market Value of the Ordinary Shares exceeds the price specifiedtherefor in the Option or the portion thereof to be surrendered. The terms and conditions of the respective AwardAgreements need not be identical.(e) Option Price and Payment. The price at which an Ordinary Share may be purchased upon exerciseof an Option shall be determined by the Committee but, subject to adjustment as provided in Paragraph XIV, suchpurchase price shall not be less than the Fair Market Value of an Ordinary Share on the date such Option isgranted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to theCompany, as specified by the Committee. The purchase price of the Option or portion thereof shall be paid in full inthe manner prescribed by the Committee. Payment of the purchase price may be made: (i) in cash or by cashequivalent acceptable to the Committee, or, (ii) to the extent permitted by the Committee in its sole discretion in anAward Agreement or otherwise (A) in Ordinary Shares valued at the Fair Market Value of such shares on the date ofexercise, (B) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptlydelivered the amount of proceeds necessary to satisfy the purchase price, (C) by reducing the number of OrdinaryShares otherwise deliverable upon the exercise of the Option by the number of Ordinary Shares having a Fair MarketValue on the date of exercise equal to the purchase price, (D) by a combination of the methods described above or (E)by such other method as may be approved by the Committee.(f) Shareholder Rights and Privileges. The Participant shall be entitled to all the privileges and rights ofa shareholder only with respect to such Ordinary Shares as have been purchased under the Option and for whichOrdinary Shares have been issued to and registered in the Participant’s name.(g) Repricing Prohibition. Except as provided in Paragraph XIV, the Committee may not, withoutapproval of the shareholders of the Company, (i) lower the purchase price under any outstanding Option or StockAppreciation Right granted pursuant to the Non-Employee Share and Cash Award Plan, (ii) take any other action withrespect to any such outstanding Option or Stock Appreciation Right that is treated as a repricing under United Statesgenerally accepted accounting principles, or (iii) cancel any such outstanding Option or Stock Appreciation Rightwhen its purchase price exceeds the Fair Market Value of the underlying Ordinary Shares in exchange for cash,another Award or other equity.VIII. RESTRICTED STOCK AWARDS(a) Forfeiture Restrictions To Be Established by the Committee. Ordinary Shares that are the subjectof a Restricted Stock Award shall be subject to restrictions on disposition byA-10  the Participant and an obligation of the Participant to forfeit and/ or compulsorily surrender or transfer the OrdinaryShares to (as the Committee may direct) the Company, an employee benefit trust or any third person under certaincircumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in itssole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse upon the passage of time orthe attainment of one or more performance measures established by the Committee. The Committee will alsodetermine the mechanism for forfeiting the Ordinary Shares subject to the Restricted Stock Award and may require theParticipant to enter into such arrangements, as the Committee determines to be appropriate, in order to enforce theobligations of the Participant under the Award Agreement. Any performance measures may be determined by theCommittee in its sole discretion. Each Restricted Stock Award may have different Forfeiture Restrictions, in thediscretion of the Committee.(b) Other Terms and Conditions. Ordinary Shares awarded pursuant to a Restricted Stock Award shallbe evidenced in such manner as the Committee shall determine. If a share certificate is registered in the name of theParticipant, the Committee may require that such certificates bear an appropriate legend referring to applicableForfeiture Restrictions and other restrictions, that the Company retain physical possession of the certificates and/or thatthe Participant deliver to the Company a share transfer form relating to the Ordinary Shares subject to the RestrictedStock Award. Unless provided otherwise in an Award Agreement, the Participant shall have the right to receivedividends with respect to Ordinary Shares subject to a Restricted Stock Award, to vote Ordinary Shares subjectthereto, and to enjoy all other shareholder rights, except that (i) the Participant shall not be entitled to delivery of theOrdinary Shares until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of any certificatesrepresenting Ordinary Shares subject to the Restricted Stock Award until the Forfeiture Restrictions have expired, (iii)the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Ordinary Shares untilthe Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by the Committeepursuant to the Award Agreement shall cause a forfeiture of the Restricted Stock Award, and (v) any dividends paidwith respect to Ordinary Shares subject to a Restricted Stock Award shall be subject to the same vesting and forfeitureterms as the related Restricted Stock. At the time of such Award, the Committee may, in its sole discretion, prescribeadditional terms, conditions, or restrictions relating to Restricted Stock Awards, including, but not limited to, rulespertaining to the termination or cessation of employment or service (by retirement, disability, death, or otherwise, suchterms of which shall be defined in any Award Agreement) of a Participant prior to expiration of the ForfeitureRestrictions. Such additional terms, conditions, or restrictions shall be set forth in an Award Agreement made inconjunction with the Award.(c) Payment for Restricted Stock. The Committee shall determine the amount and form of any paymentfor Ordinary Shares received pursuant to a Restricted Stock Award, provided that in the absence of such adetermination, a Participant shall not be required to make any payment for Ordinary Shares received pursuant to aRestricted Stock Award, except to the extent otherwise required by law.(d) Restricted Stock Agreements. At the time any Award is made under this Paragraph VIII, theCompany and the Participant shall enter into an Award Agreement setting forth each of the matters contemplatedhereby and such other matters as the Committee mayA-11  determine to be appropriate. The terms and provisions of the respective Award Agreements need not be identical.IX. ANNUAL INCENTIVE AWARDSThe Committee is authorized to grant Annual Incentive Awards. At the time any Annual Incentive Award ismade under this Paragraph IX, the Company and the Participant shall enter into an Award Agreement setting forth theterms of such Award, and such additional matters as the Committee may determine to be appropriate. The grant orpayment of such an Annual Incentive Award may be contingent upon the achievement of pre-established performancegoals and other terms determined appropriate by the Committee for the applicable performance period. The Committeemay, at its discretion, establish an Annual Incentive Award pool(s), which shall be an unfunded pool, for purposes ofmeasuring performance of the Company in connection with Annual Incentive Awards for any given performanceyear. After the end of each applicable year, the Committee shall determine the amount, if any, of the Annual IncentiveAward payable to each Participant. An Annual Incentive Award shall terminate if the Participant does not remaincontinuously in the employ of the Company, a Subsidiary or the Company’s holding company or does not continue toperform services as a Consultant or a Director for the Company, a Subsidiary or the Company’s holding company at alltimes during the applicable performance period, except as may be determined by the Committee.X. PHANTOM STOCK AWARDS(a) Phantom Stock Awards. Phantom Stock Awards are rights to receive Ordinary Shares (or the FairMarket Value thereof), or rights to receive an amount, in each case, with a value equal to any appreciation or increasein the Fair Market Value of Ordinary Shares over a specified period of time, which vest over a period of time asestablished by the Committee. The Committee may, in its discretion, require payment or other conditions of theParticipant respecting any Phantom Stock Award. A Phantom Stock Award may include a Stock Appreciation Rightthat is granted independently of an Option; provided, however, that the exercise price per Ordinary Share subject to theStock Appreciation Right shall be determined by the Committee but, subject to adjustment as provided in ParagraphXIV, such exercise price shall not be less than the Fair Market Value of an Ordinary Share on the date such StockAppreciation Right is granted.(b) Award Period. The Committee shall establish, with respect to and at the time of each Phantom StockAward, a period over which the Award shall vest with respect to the Participant.(c) Payment. Following the end of the vesting period for a Phantom Stock Award (or at such other timeas the applicable Award Agreement may provide), the holder of a Phantom Stock Award shall be entitled to receivepayment of an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vestedvalue of the Award. Payment of a Phantom Stock Award may be made in cash, Ordinary Shares or a combinationthereof as determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed by theCommittee in an Award Agreement. Any payment to be made in cash shall be based on the Fair Market Value of theOrdinary Shares on the payment date or such other date as may be specified by the Committee in an AwardAgreement. Cash dividend equivalents may be paid with respectA-12  to a Phantom Stock Award, subject to the same vesting and forfeiture terms as the Phantom Stock Award, asdetermined by the Committee.(d) Phantom Stock Award Agreements. At the time any Award is made under this Paragraph X, theCompany and the Participant shall enter into an Award Agreement setting forth each of the matters contemplatedhereby and such additional matters as the Committee may determine to be appropriate. The terms and provisions of therespective Award Agreements need not be identical.XI. RESTRICTED STOCK UNIT AWARDS(a) Restricted Stock Unit Awards. The Committee is authorized to grant Restricted Stock Units, whichare rights to receive Ordinary Shares or cash (or combination thereof) at the end of a specified period (which may ormay not be coterminous with the vesting schedule of the Award), to a Participant, subject to the terms and conditionsbelow as well as in any Restricted Stock Unit Award Agreement governing the Award.(b) Other Terms and Conditions. Settlement of an Award of Restricted Stock Units shall occur uponexpiration of the period specified for such Restricted Stock Unit by the Committee. In addition, Restricted Stock Unitsshall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any,which restrictions may lapse at the expiration of the specified period or at earlier specified times (including based on theachievement of performance goals and/or future service requirements), separately or in combination, in installments orotherwise, as the Committee may determine. Restricted Stock Units shall be satisfied by the delivery of cash orOrdinary Shares in the amount equal to the Fair Market Value of the specified number of Ordinary Shares covered bythe Restricted Stock Units, or combination thereof, as determined by the Committee.(c) Dividend Equivalents. Unless otherwise determined by the Committee and specified in the AwardAgreement, dividend equivalents on the specified number of Ordinary Shares covered by an Award of RestrictedStock Units shall be either (i) paid with respect to such number of Ordinary Shares covered by Restricted Stock Unitsand shall be subject to the same vesting and forfeiture terms as the related Restricted Stock Units, or (ii) deferred withrespect to such Restricted Stock Units and the amount or value thereof automatically deemed reinvested in additionalRestricted Stock Units with the same terms as the related Restricted Stock Units.(d) Restricted Stock Unit Agreements. At any time any Award is made under this Paragraph XI, theCompany and the Participant shall enter into an Award Agreement setting forth each of the matters contemplatedhereby and such other matters as the Committee may determine to be appropriate. The terms and provisions of therespective Award Agreements need not be identical.XII. BONUS STOCK AWARDSEach Bonus Stock Award granted to a Participant shall constitute a transfer of unrestricted Ordinary Shares onsuch terms and conditions as the Committee shall determine. Bonus Stock Awards shall be made in respect ofOrdinary Shares and need not be subject to performance criteria or objectives or to forfeiture. The purchase price, ifany, for Ordinary Shares issued in connectionA-13  with a Bonus Stock Award shall be determined by the Committee in its sole discretion. Bonus Stock Awards may beutilized to grant Ordinary Shares in lieu of obligations to pay cash or deliver other property under the Non-EmployeeShare and Cash Award Plan or under other plans or compensatory arrangements, provided that, in the case ofExecutive Officers, the amount of such grants remains within the discretion of the Committee. In the case of any grantof Ordinary Shares to an officer of the Company or any of its Subsidiaries or the Company’s holding company in lieuof salary or other cash compensation, the number of Ordinary Shares granted in place of such compensation shall bereasonable, as determined by the CommitteeXIII. FORFEITURE EVENTS(a) General. The Committee may specify in an Award Agreement at the time of the Award that theParticipant’s rights, payments and benefits with respect to an Award are subject to reduction, cancellation, forfeiture orrecoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting orperformance conditions of an Award. Such events may include, without limitation, termination of Service for Cause,violation of material Company policies, breach of noncompetition, non-solicitation, confidentiality or other restrictivecovenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business orreputation of the Company.(b) Termination for Cause. Unless otherwise provided by the Committee and set forth in an AwardAgreement, if (i) a Participant’s service with the Company, a Subsidiary or the Company’s holding company shall beterminated for Cause or (ii) after termination of employment or service for any other reason, the Committee determinesin its discretion either that, (1) during the Participant’s period of employment or service, the Participant engaged in anact which would have warranted termination of employment or service for Cause or (2) after termination, theParticipant engaged in conduct that violated any continuing obligation or duty of the Participant in respect of theCompany or any Affiliate, such Participant’s rights, payments and benefits with respect to an Award shall be subject tocancellation, forfeiture and/or recoupment. The Committee shall have the power to determine whether the Participant’semployment or service has been terminated for Cause, the date upon which such termination for Cause occurs, whetherthe Participant engaged in an act which would have warranted termination of employment or service for Cause orengaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company or anyAffiliate. Any such determination shall be final, conclusive and binding upon all Persons. In addition, ifthe Committee shall reasonably determine that a Participant has committed or may have committed any act which couldconstitute the basis for a termination of such Participant’s employment or service for Cause or violates any continuingobligation or duty of the Participant in respect of the Company or any Affiliate, the Committee may suspend theParticipant’s rights to exercise any Stock Option or Stock Appreciation Right, receive any payment or vest in any rightwith respect to any Award pending a determination by the Committee of whether an act or omission could constitutethe basis for a termination for Cause as provided in this Paragraph XIII.(c) Accounting Restatement. If a Participant receives compensation pursuant to an Award under theNon-Employee Share and Cash Award Plan based on U.S. GAAP financial statements that are subsequently requiredto be restated to correct accounting errors and/or misstatements in a way that would decrease the value of suchcompensation, the Participant will,A-14  to the extent not otherwise prohibited by law, upon the written request of the Company, forfeit and repay to theCompany the difference between what the Participant received and what the Participant should have received based onthe accounting restatement, in accordance with (i) the Company’s compensation recovery, “clawback” or similarpolicy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy madeapplicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and ConsumerProtection Act and the rules, regulations and requirements adopted thereunder by the Securities and ExchangeCommission and/or any national securities exchange on which the Company’s equity securities may be listed (the“Policy”). By accepting an Award hereunder, the Participant acknowledges and agrees that the Policy, wheneveradopted, shall apply to such Award, and all incentive-based compensation payable pursuant to such Award shall besubject to forfeiture and repayment pursuant to the terms of the Policy.XIV. RECAPITALIZATION OR REORGANIZATION(a) No Effect on Right or Power. The existence of the Non-Employee Share and Cash Award Plan andthe Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of theCompany to make or authorize any variation in the share capital of the Company or any Affiliate or any otheradjustment, recapitalization, reorganization, or other change in the Company’s or any Affiliate’s capital structure or itsbusiness, any merger, acquisition or consolidation of the Company or any Affiliate, any issue of debt or equitysecurities ahead of or affecting Ordinary Shares or the rights thereof, the winding up, dissolution or liquidation of theCompany or any Affiliate, any sale, lease, exchange, or other disposition of all or any part of its assets or business, anydemerger or any scheme of arrangement or any other corporate act or proceeding.(b) Adjustments In Shares. The shares with respect to which Awards may be granted are OrdinaryShares as presently constituted, but if, and whenever, prior to the expiration of an Award theretofore granted, theCompany shall effect:(i) any variation in the share capital of the Company (whenever effected) by way of any corporateevent or transaction involving the Company, a Subsidiary and/or an Affiliate, including, without limitation, asubdivision, consolidation, merger, amalgamation, consolidation, reorganization, recapitalization,reclassification, separation, stock split, reverse stock split, split up, spin-off, combination of shares, exchange ofshares, dividend in kind, extraordinary cash dividend or other like change in capital structure (other than normalcash dividends to shareholders of the Company), or any similar corporate event or transaction;(ii) the implementation of a demerger (in whatever form);(iii) an exempt distribution within the meaning of section 1075 of the U.K. Corporation Tax Act2009; and/or(iv) the payment of a share dividend on Ordinary Shares without receipt of consideration by theCompany or other dividend in specie or the payment of a special case which, in each case, materially affects thevalue of an Award;A-15  the Committee shall, in the case of clause (b)(i), adjust the Awards in such manner as it considers appropriate to ensurethat each holder of Awards does not experience a significant increase or decrease in the value of such Awards solelyby reason of the transaction or event, including, without limitation, adjustments to (i) the maximum number and kind ofshares, units, or other securities or property that may be issued under the Non-Employee Share and Cash Award Planor under particular forms of Awards, (ii) the number and kind of shares, units or other property subject to thenoutstanding Awards, (iii) the exercise price, purchase price or grant price for each share, unit or other property subjectto then outstanding Awards (provided that the exercise price of an Option to subscribe for new Ordinary Shares maynot be adjusted to an Option exercise price per Ordinary Share of less than the nominal value per Ordinary Share,unless the Company is authorized by its shareholders to capitalize reserves and issue Ordinary Shares for less than theirnominal value), (iv) other value determinations applicable to the Non-Employee Share and Cash Award Plan and/oroutstanding Awards, and (v) any other terms of an Award that are affected by the event. Notwithstanding theforegoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in amanner consistent with the requirements of Section 424(a) of the Code, unless otherwise determined by the Committee.In the case of clauses (b)(ii), (iii) and (iv), to the extent not already covered by clause (b)(i), the Committee may adjustthe Awards in such manner as it considers appropriate to ensure that each holder of Awards does not experience asignificant increase or decrease in the value of such Awards solely by reason of the transaction or event, including,without limitation, the adjustments as described in subsections (i)-(v) in the paragraph immediately above.Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extentpracticable, be made in a manner consistent with the requirements of Section 424(a) of the Code, unless otherwisedetermined by the Committee.(c) Corporate Changes. Upon the occurrence of a Corporate Change, unless otherwise specificallyprohibited under applicable law or by the applicable rules and regulations of any governmental agency with jurisdictionor applicable governmental agencies or national securities exchanges, or unless the Committee shall determineotherwise in the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the termsand conditions of outstanding Awards, including without limitation the following (or any combination thereof): (a)continuation or assumption of such outstanding Awards under the Non-Employee Share and Cash Award Plan by theCompany (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (b)substitution by the surviving company or corporation or its parent of awards with substantially the same terms foroutstanding Awards; (c) acceleration of exercisability, vesting, lapse of restrictions and/or payment under outstandingAwards immediately prior to the occurrence of such event; (d) upon written notice, provide that any outstanding StockOptions and Stock Appreciation Rights must be exercised, to the extent then exercisable, during a reasonable period oftime immediately prior to the scheduled consummation of the event or such other reasonable period as determined bythe Committee (contingent upon the consummation of the event), and at the end of such period, such Stock Optionsand Stock Appreciation Rights shall terminate to the extent not so exercised within the relevant period; and (e) cancelall or any portion of outstanding Awards for fair value (in the form of cash, Ordinary Shares, other property or anycombination thereof) as determined in the sole discretion of the Committee; provided, however, that, in the case ofStock Options and Stock Appreciation Rights, the fair value may equal the excess, if any, of the value or amount of theconsideration to be paidA-16  in the Corporate Change transaction to holders of Ordinary Shares (or, if no such consideration is paid, Fair MarketValue of the Ordinary Shares) over the aggregate exercise or purchase price, as applicable, with respect to suchAwards or portion thereof being canceled, or if no such excess, zero; provided, further, that if any payments or otherconsideration payable to holders of Ordinary Shares in connection with the Corporate Change are deferred and/orcontingent as a result of escrows, earn outs, holdbacks or any other contingencies, payments under this provision maybe made subject to the same terms and conditions applicable to the holders of Ordinary Shares general in connectionwith the Corporate Change.XV. AMENDMENT AND TERMINATION OFTHE NON-EMPLOYEE SHARE AND CASH AWARD PLANThe Committee may amend, alter, suspend, discontinue, or terminate (for purposes of this Paragraph XV, an“Action”) the Non-Employee Share and Cash Award Plan or any portion thereof or any Award (or AwardAgreement) thereunder at any time; provided that no such Action shall be made, other than as permitted underParagraph XIV) (i) without shareholder approval (A) if such approval is necessary to comply with any tax (e.g. withrespect to Incentive Stock Options) or regulatory requirement applicable to the Non-Employee Share and Cash AwardPlan or (B) if such Action requires shareholder approval under applicable stock exchange requirements, and (ii)without the written consent of the affected Participant, if such Action would materially impair the rights of anyParticipant under any Award theretofore granted to such Participant under the Non-Employee Share and Cash AwardPlan; provided, however, that the Committee may amend the Non-Employee Share and Cash Award Plan, any Awardor any Award Agreement without such consent of the Participant in such manner as it deems necessary to comply withapplicable laws.XVI. MISCELLANEOUS(a) No Right To An Award. Neither the approval of the Non-Employee Share and Cash Award Plan norany action of the Board or of the Committee shall be deemed to give any individual any right to be granted an Awardunder the Non-Employee Share and Cash Award Plan. The Non-Employee Share and Cash Award Plan shall beunfunded. The Company shall not be required to establish any special or separate fund or to make any othersegregation of funds or assets to assure the performance of its obligations under any Award.(b) No Employment or Service /Membership Rights Conferred. Nothing contained in the Non-Employee Share and Cash Award Plan shall (i) confer upon any individual any right with respect to continuation ofemployment or service with the Company, a Subsidiary or the Company’s holding company or (ii) interfere in any waywith the right of the Company, a Subsidiary or the Company’s holding company to terminate his or her employment orservice relationship at any time. Nothing contained in the Non-Employee Share and Cash Award Plan shall conferupon any Director any right with respect to continuation of membership on the Board.(c) Limitation on Rights Conferred Under Non-Employee Share and Cash Award Plan.(i) Notwithstanding any provision of the Non-Employee Share and Cash Award Plan, the rightsand obligations of any individual under the terms of his office, employment or service with the Company, aSubsidiary or the Company’s holdingA-17  company shall not be affected by his or her participation in the Non-Employee Share and Cash Award Plan orany right which he or she may have to participate in the Non-Employee Share and Cash Award Plan or acquireOrdinary Shares pursuant thereto.(ii) The grant of Awards shall not confer on the Participant any right with respect to continuance ofemployment or service by the Company, any Subsidiary or the Company’s holding company, nor will itinterfere in any way with the right of the Company, any Subsidiary or the Company’s holding company toterminate the Participant’s employment or service at any time.(iii) The grant of Awards to a Participant on one occasion does not entitle that individual to anyfurther grants of Awards on any future occasion.(iv) A Participant who is granted any Awards pursuant to the Non-Employee Share and CashAward Plan shall have no rights to compensation or damages in consequence of the cessation of his or heroffice, employment or service with the Company, any Subsidiary or the Company’s holding company for anyreason whatsoever, whether or not in breach of contract, insofar as those rights arise or may arise from his orher ceasing to have rights under any Awards under the Non-Employee Share and Cash Award Plan as a resultof such cessation or from the loss or diminution in value of such rights or entitlements.(v) An individual will have no right to compensation for any loss of rights or expectations under theNon-Employee Share and Cash Award Plan for any reason, for any exercise, or failure to exercise, anydiscretionary power by the Committee or its delegate under the Non-Employee Share and Cash Award Plan(including, without limitation, any alleged arbitrary or irrational exercise of a discretionary power), or for anydecision to amend or terminate the Non-Employee Share and Cash Award Plan. If an individual did acquireany such rights, he or she would be deemed to have waived them irrevocably by accepting the Award.(d) Payment Terms Applicable to All Awards. Except as specifically provided under the terms of theNon-Employee Share and Cash Award Plan and any applicable Award Agreement, payments to be made by theCompany, a Subsidiary or the Company’s holding company upon the exercise of an Option or other Award orsettlement of an Award may only be made in the form of Ordinary Shares. Except as otherwise provided herein and aswould not result in the imposition of taxes or penalties under Section 409A of the Code, if applicable, the settlement ofany Award may be accelerated in the discretion of the Committee or upon occurrence of one or more specified events(in addition to a Corporate Change). Installments may be required by the Committee (subject to Paragraph XV of theNon-Employee Share and Cash Award Plan) or permitted at the election of the Participant on terms and conditionsestablished by the Committee and in compliance with the rules of Section 409A of the Code and all regulationspromulgated thereunder, if applicable. Payments may include provisions for the payment or crediting of reasonableinterest on installment payments. This Non-Employee Share and Cash Award Plan shall not constitute an “employeebenefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended(“ERISA”).A-18  (e) Withholding. The Company, any Subsidiary or the Company’s holding company shall have thepower and the right to deduct or withhold automatically from any amount deliverable under the Award or otherwise, orrequire a Participant to remit to the Company, the minimum statutory amount (or the maximum or other rate asdetermined by the Committee in an Award Agreement or otherwise) to satisfy any tax, social insurance or socialsecurity contributions (including any amount of U.K. employer’s National Insurance constrictions or payment onaccount liability which a Participant has agreed or elected to bear), payroll, fringe benefit or other taxes required by lawor regulation to be withheld with respect to any taxable event arising as a result of the Non-Employee Share and CashAward Plan. The Committee may establish appropriate procedures to provide for any such payments, including butnot limited to (1) to the extent permitted by applicable law, the deduction of such payment from the salary or bonusesor any other amounts due to a Participant by the Company, a Subsidiary or the Company’s holding company at anytime, (2) the sale of any number of Ordinary Shares acquired or to be acquired pursuant to the grant, vesting or exerciseof an Award and the forwarding of the proceeds of any such sale to any appropriate revenue, tax or social insuranceauthority, (3) withholding in Ordinary Shares otherwise to be issued pursuant to the Awards, and (4) by directcollection from the Participant at any time.(f) No Restriction on Corporate Action. Nothing contained in the Non-Employee Share and CashAward Plan shall be construed to prevent the Company or any Affiliate from taking any action which is deemed by theCompany or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverseeffect on the Non-Employee Share and Cash Award Plan or any Award made under the Non-Employee Share andCash Award Plan. No Participant, beneficiary or other person shall have any claim against the Company or anyAffiliate as a result of any such action.(g) Trading Policy and Other Restrictions. Transactions involving Awards under the Non-EmployeeShare and Cash Award Plan shall be subject to the Company’s Insider Trading Policy, Short Swing Policy and otherrestrictions, terms and conditions, to the extent established by the Committee or by applicable law, including any otherapplicable policies set by the Committee, from time to time. The Company shall not be obligated to issue any OrdinaryShares pursuant to any Award granted under the Non-Employee Share and Cash Award Plan at any time when theOrdinary Shares covered by such Award have not been registered under the Securities Act of 1933, as amended, andsuch other state and federal laws, rules, and regulations as the Company or the Committee deems applicable and, in theopinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules,and regulations available for the issuance and sale of such Ordinary Shares. As a condition precedent to the issuanceof Ordinary Shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take anyreasonable action that the Company determines is necessary or advisable to meet such requirements. The Committeemay impose such conditions on any Ordinary Shares issuable under the Non-Employee Share and Cash Award Plan asit may deem advisable, under the requirements of any applicable laws or exchange upon which such shares of the sameclass are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee mayalso require the Participant to represent and warrant at the time of issuance or transfer that the Ordinary Shares arebeing acquired solely for investment purposes and without any current intention to sell or distribute such shares. TheCommittee shall determine whether cash, Awards, other securities or other property shall be issued or paid in lieu offractionalA-19  Shares or whether such fractional Shares or any rights thereto shall be rounded, forfeited or otherwise eliminated.(h) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which shall be subject tothe transfer restrictions set forth in subparagraph VII(c)) shall not be pledged, hypothecated or otherwise encumberedor subject to any lien, obligation or liability of a Participant and shall not be transferable or assignable by a Participant(other than following the Participant’s death, subject to the applicable laws of descent and distribution). Any Optionsor Stock Appreciation Rights may only be exercised during the lifetime of the Participant only by the Participant or hisor her guardian or legal representative and, following the Participant’s death, only by his or her executor, administrator,personal representative or other legal representative of the Participant’s estate (as applicable).(i) Governing Law. This Non-Employee Share and Cash Award Plan and each Award Agreement shallbe governed by the laws of England and Wales without regard to any conflict of laws principles and the English courtswill have exclusive jurisdiction in respect of all disputes arising under or in connection with the Non-Employee Shareand Cash Award Plan and any Awards.PARTICIPANT ACKNOWLEDGES THAT, BY ACCEPTING AN AWARD AGREEMENT UNDER THENON-EMPLOYEE SHARE AND CASH AWARD PLAN, PARTICIPANT IS WAIVING, IF APPLICABLE,ANY RIGHT THAT PARTICIPANT MAY HAVE TO A JURY TRIAL RELATED TO THIS NON-EMPLOYEE SHARE AND CASH AWARD PLAN OR ANY AWARD AGREEMENT THEREUNDER.(j) Waiver of Certain Claims. By participating in the Non-Employee Share and Cash Award Plan, theParticipant waives all and any rights to compensation or damages in consequence of the termination of his or her officeor Service with the Company, any Subsidiary or the Company’s holding company for any reason whatsoever, whetherlawfully or otherwise, insofar as those rights arise or may arise from his or her ceasing to have rights under the Non-Employee Share and Cash Award Plan as a result of such termination, or from the loss or diminution in value of suchrights or entitlements, including by reason of the operation of the terms of the Non-Employee Share and Cash AwardPlan, any determination by the Board or Committee pursuant to a discretion contained in the Non-Employee Share andCash Award Plan or any Award Agreement or the provisions of any statute or law relating to taxation.(k) Section 409A of the Code and Section 457A of the Code.(i) To the extent applicable, it is intended that the Non-Employee Share and Cash Award Plan andall Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the Code and theTreasury Regulations and other guidance issued thereunder, and that the Non-Employee Share and CashAward Plan and all Award Agreements shall be interpreted and applied by the Committee in a mannerconsistent with this intent in order to avoid the imposition of any additional tax under Section 409A of theCode. In the event that any (i) provision of the Non-Employee Share and Cash Award Plan or an AwardAgreement, (ii) Award, payment, transaction or (iii) other action or arrangement contemplated by the provisionsof the Non-Employee ShareA-20  and Cash Award Plan is determined by the Committee to not comply with the applicable requirements ofSection 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committeeshall have the authority to take such actions and to make such changes to the Non-Employee Share and CashAward Plan or an Award Agreement as the Committee deems necessary to comply with such requirements;provided, however, that no such action shall materially and adversely affect any outstanding Award withoutthe consent of the affected Participant. No payment that constitutes deferred compensation under Section 409Aof the Code that would otherwise be made under the Non-Employee Share and Cash Award Plan or an AwardAgreement upon a termination of Service will be made or provided unless and until such termination is also a“separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding theforegoing or anything elsewhere in the Non-Employee Share and Cash Award Plan or an Award Agreement tothe contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code at the time oftermination of Service with respect to an Award, then solely to the extent necessary to avoid the imposition ofany additional tax under Section 409A of the Code, the commencement of any payments or benefits under theAward shall be deferred until the date that is six (6) months plus one (1) day following the date of theParticipant’s termination of Service or, if earlier, the Participant’s death (or such other period as required tocomply with Section 409A). In no event whatsoever shall the Company be liable for any additional tax,interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages forfailing to comply with Section 409A of the Code.(ii) The Company intends that any Awards be structured in compliance with, or to satisfy anexemption from, Section 457A of the Code (“Section 457A”) and all regulations, guidance, complianceprograms and other interpretative authority thereunder, such that there are no adverse tax consequences,interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event anyAward is subject to Section 457A, the Committee may, in its sole discretion and without a Participant’s priorconsent, amend the Non-Employee Share and Cash Award Plan and/or Awards, adopt policies and procedures,or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as arenecessary or appropriate to (a) exempt the Non-Employee Share and Cash Award Plan and/or any Award fromthe application of Section 457A, (b) preserve the intended tax treatment of any such Award, or (c) comply withthe requirements of Section 457A, including without limitation any such regulations, guidance, complianceprograms and other interpretative authority that may be issued after the date of the grant.(l) No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsiblefor all income taxes and employee social security liabilities with respect to any Awards under the Non-Employee Shareand Cash Award Plan. The Committee and the Company make no guarantees to any Person regarding the taxtreatment of Awards or payments made under the Non-Employee Share and Cash Award Plan. Neither the Committeenor the Company has any obligation to take any action to prevent the assessment of any tax on any Person with respectto any Award under Section 409A of the Code or Section 457A of the Code or otherwise and none of the Company orany of its Affiliates, or any of their employees or representatives shall have any liability to a Participant with respectthereto.A-21  (m) Data Protection. The Company and its Affiliates may collect and process personal data aboutParticipants in connection with the implementation and operation of the Non-Employee Share and Cash Award Plan.Any processing of a Participant's personal data undertaken by the Company or any of its Affiliates will be inaccordance with the relevant data protection legislation in force at the relevant time and with the Company's dataprotection policy as amended from time to time. The Company has issued a Privacy Notice which is available onrequest from the Company Secretary at the Company's registered office address or which can be downloaded from theCompany's intranet. The Privacy Notice explains what personal data the Company and its Affiliates will commonlycollect and process. It also explains the reasons for the processing, for how long this personal data is typically kept, therights of employees regarding their personal data and when the Company or its Subsidiaries may share personal data,including when it may be transferred outside of the European Economic Area.(n) Employee Trust. The Company and any Subsidiary may establish and/or an employee benefit trust toadminister the Non-Employee Share and Cash Award Plan and may (to the extent permitted by section 682 of theU.K. Companies Act 2006) provide monies to any trustee of any employee benefit trust established by the Companyand any Subsidiary to enable them to acquire Ordinary Shares for the purposes of the Non-Employee Share and CashAward Plan, or enter into any guarantee or indemnity for such purposes.(o) Costs of Non-Employee Share and Cash Award Plan. The Company will pay all costs incurred inintroducing and operating the Non-Employee Share and Cash Award Plan. If service providers of any Subsidiary orthe Company’s holding company receive Awards, such Subsidiary or the Company’s holding company, if requested,will reimburse the Company for costs incurred in connection with granting and administering such Awards.(p) Third Party Rights. Except as provided in subparagraph XVI(h) hereof, a person who is not a partyto the grant of an Award under the Non-Employee Share and Cash Award Plan will have no right under the U.K.Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.(q) Severability. If any provision of the Non-Employee Share and Cash Award Plan or any Award is orbecomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, orwould disqualify the Non-Employee Share and Cash Award Plan or any Award under any law deemed applicable bythe Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot beso construed or deemed amended without, in the determination of the Committee, materially altering the intent of theNon-Employee Share and Cash Award Plan or the Award, such provision shall be stricken as to such jurisdiction,Person, or Award, and the remainder of the Non-Employee Share and Cash Award Plan and any such Award shallremain in full force and effect.(r) Successors. All obligations of the Company under the Non-Employee Share and Cash Award Planwith respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence ofsuch successor is the result of a direct or indirect purchase, merger, amalgamation, consolidation, or otherwise, of all orsubstantially all of the business or assets of the Company.A-22Exhibit 10.38CARDTRONICS PLC[·] Annual Executive Cash Incentive PlanThe Board of Directors of Cardtronics plc (the “Company”) approved the Cardtronics plc Fourth Amended andRestated 2007 Stock Incentive Plan and the Annex to the Cardtronics plc Fourth Amended and Restated 2007 StockIncentive Plan (collectively, the “Plan”) on January 18, 2019. The principal objectives of the Plan are to provide ameans through which the Company can: (i) attract able persons to serve as employees or directors of the Company; and(ii) provide such individuals with incentive and reward opportunities designed to enhance the long term profitablegrowth of the Company and its Affiliates. In furtherance of those objectives, the Compensation Committee (the“Committee”) has adopted the following [·] Annual Executive Cash Incentive Plan (this “AECIP”) to provide forannual incentive awards pursuant to the Plan. In the event of any conflict between the AECIP and the Plan, the Planshall govern.All capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to such terms in thePlan.I. Participants & GroupingsMembers of the Company’s executive leadership team that are designated as Section 16 Officers are eligible toparticipate in this AECIP (collectively, such individuals, the “Participants”). For purposes of this AECIP, “Section 16Officers” shall mean the executive officers that have been designated by the Company as subject to section 16 of theExchange Act, including any successor section to the same or similar effect.Eligibility for, or participation in, this AECIP shall in no way guarantee an individual’s eligibility for, or participation in,any subsequent year cash incentive plan, if any.The AECIP has been designed to include certain performance thresholds and metrics focused on the Company,Divisions of the Company, and individual performance to ensure that the Company is measuring and rewarding itsexecutive leadership team on critical business drivers over which they have influence. All AECIP Participants have aportion of their incentive tied to Global Metrics to align their interests with those of the shareholders. Participants mayalso have other incentive targets including Division, Geographic, or Business Unit financial performance or individualgoals specific to their roles. Each Participant will receive an individual award agreement in the form attached hereto asExhibit A, which shall contain the target cash incentive amount (“Target Incentive”), performance metrics applicable toeach Participant, the weighting of such metrics and the payout percentages at different levels of achievement of theperformance metrics.II. Performance MetricsThe AECIP rewards the achievement of performance on key metrics that are critical to the Company’s continuedsuccess. For this AECIP, [Global and Divisional Metrics could include any of the following on a global or divisionalbasis: Total Revenues, Adjusted EBITDA, or Adjusted Free Cash Flow. Individual Metrics include measurableperformance-based objectives contributing to overall business performance.][·] III. Performance Achievement LevelsA. Global and Division Metrics:i. Each Metric is expressed in terms of “Threshold”, “Target” and “Maximum” performance levels. Payout at each performance level for a given Metric shall be as follows:a. performance below the Threshold level will result in no incentive earned for that Metric;b. performance at Threshold level will result in [•]% of the Target Incentive applicable to suchMetric to be earned;c. performance at Target level will result in [•]% of the Target Incentive applicable to such Metricto be earned; andd. performance at or above Maximum level will result in a specified percentage, as set forth in anindividual Participant agreement, of the Target Incentive applicable to such Metric to be earned.ii. Exhibit A attached hereto sets forth “Threshold”, “Target” and “Maximum” for each Metric.iii. The weighting for each component of the Metric is set forth in Exhibit A attached hereto.iv. Results will be interpolated on a linear basis between performance levels.B. Individual Metrics – performance can range from 0% of the Target Incentive applicable to individual goals to apercentage of the Target Incentive applicable to individual goals, set forth in the individual Participantagreement.IV. Payment ConditionsFor any earned AECIP to be payable to a Participant, both of the following conditions must be met:A. The Company must be compliant with all material public company regulations and reporting requirements for itsfiscal year.B. The Participant must achieve the minimum performance standards established by his/her superior and/or theBoard including understanding and complying with corporate and functional risk parameters and must havecompleted required corporate and compliance training as assigned.V. Recoupment of Incentive Compensation Policy a/k/a Clawback policyThe Board has adopted a Recoupment of Incentive Compensation Policy a/k/a the “Clawback” Policy (as may beamended from time to time, the “Policy”). This Policy applies to any incentive earned under this AECIP and allParticipants will be provided a copy of the current Policy and agree in writing (i) to be bound by the Policy and (ii) notto seek indemnification or contribution from the Company for any amounts reimbursed or clawed back pursuant to thePolicy.2 VI. Discretion and Administrative AuthorityWhile the intent is to determine bonuses in accordance with the calculations defined by this AECIP, the Committeeretains the discretion to adjust the bonus determinations for the performance period relative to the performancetargets. Furthermore, final incentive awards will be determined based on the funds available.The Committee shall generally oversee the administration of this AECIP. The Committee shall have complete controland authority to determine the rights and benefits of all claims, demands and actions arising out of the provisions of thisAECIP of any Participant, deceased Participant, or other person having or claiming to have any interest under thisAECIP. The Committee shall have complete discretion to interpret this AECIP and to decide all matters under thisAECIP. Such interpretation and decision shall be final, conclusive and binding on all Participants and any personclaiming under or through any Participant, in the absence of clear and convincing evidence that the Committee actedarbitrarily and capriciously. Any individual serving as a member of the Committee who is a Participant will not vote oract on any matter pertaining solely to himself. When making a determination or calculation, the Committee shall beentitled to rely on information furnished by a Participant, a Participant’s estate, or the Company.VII. Performance Level Achievement CalculationThe performance levels described in this AECIP represent the Company’s business as of [•]. The Committee hasapproved the following categories of adjustments to actual performance for the purpose of calculating performanceunder this AECIP. In order for an adjustment category below to be applied, the adjustment must be reversing theimpact actually realized and reported in the Company’s 10-K for the [•] fiscal year. However, the Committee willreview and approve all adjustments to actual performance prior to the completion of the calculation of incentives earnedunder this AECIP. Certain adjustments may already be incorporated in certain Metrics, and it is not intended that thesame adjustment be made twice.[·]VIII. TaxationThe Company may, in its discretion, require the Participant to pay in cash to the Company the amount that theCompany deems necessary to satisfy its current or future obligation to withhold federal, state or local income or othertaxes that the Participant incurs as a result of a bonus payout pursuant to this AECIP. With respect to any required taxwithholding, the Company may withhold from the Participant’s payment the amount necessary to satisfy its obligationto withhold taxes at the applicable minimum statutory rate or other withholding rate, including the maximum rate, asdetermined by the Committee in accordance with the Plan.IX. Limitation of Employee’s RightsNothing contained in this AECIP shall (A) confer upon any person a right to be employed or to continue in the employof the Company, (B) interfere in any way with the right of the Company to terminate the employment of a Participant atany time, with or without cause and with or without prior notice, without regard to the effect such discharge would haveon the Participant’s interest in this AECIP, or (C) confer upon any Participant any of the rights of a member or managerof the Company.X. ReleaseAny payment to any Participant in accordance with the provisions of this AECIP shall, to the extent thereof, be in fullsatisfaction of all claims against the Company and the Committee under this AECIP, and the Committee may requiresuch Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.3 XI. Effective Date and PaymentThis AECIP is effective as of [•] for the performance period from [•]. If bonuses are earned, audited financial results forthe year ended will be used to calculate the bonus payout. Any payment of bonuses will be made after the results of theCompany’s audit are substantially finalized, but no later than March [•] of the year following the year to which thebonus relates. Participants are required to be employed by the Company or any of its affiliates through [•] in order to beeligible for payment. Any payments under the AECIP shall be interpreted to comply with or be exempt from Section409A of the Code and the regulations and authoritative guidance promulgated thereunder to the extent applicable. Inno event whatsoever will the Company, any of its Affiliates, or any of their respective directors, officers, agents,attorneys, employees, executives, shareholders, investors, members, managers, trustees, fiduciaries, representatives,principals, accountants, insurers, successors or assigns be liable for any additional tax, interest or penalties that may beimposed on any Participant under Section 409A of the Code or any damages for failing to comply with Section 409A ofthe Code. 4  Exhibit “A”Participant Agreement FormExhibit 10.58EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement”), dated October 9, 2018 (the “Effective Date”) is made by and betweenCardtronics USA, Inc., a Delaware corporation (together with any successor thereof, the “Company”), and J. Brad Nolan (“Executive”).WITNESSETH:WHEREAS, the Company desires to employ Executive on the terms and conditions, and for the consideration hereinafter setforth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.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 shall have thefollowing meanings:1.1 “Affiliate” shall mean any other Person that owns or controls, is owned or controlled by, or is under common ownershipor control with, such particular Person. Without limiting the scope of the preceding sentence, the Parent Company shall be deemed to bean Affiliate of the Company for all purposes of this Agreement.1.2 “Average Annual Bonus” shall mean the Executive’s Annual Bonus paid (or payable) at target.1.3 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, asamended 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 in grossnegligence, gross incompetence or willful misconduct in the performance of Executive’s duties with respect to the Company or any of itsAffiliates, (b) refused without proper legal reason to perform Executive’s duties and responsibilities to the Company or any of its Affiliates,(c) materially breached any material provision of this Agreement or any written agreement or corporate policy or code of conductestablished by the Company or any of its Affiliates, (d) willfully engaged in conduct that is materially injurious to the Company or any ofits Affiliates, (e) breached restrictive covenants in this Agreement or any other agreement between the Executive and the Company or anyof its Affiliates, (f) committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Companyor any of its Affiliates, or (g) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or anyfelony (or a crime of similar import in a foreign jurisdiction); provided that any assertion by the Company of a termination of employmentfor “Cause” shall not be effective unless the Company has provided written Notice of Breach to Executive.1.6 “Change in Control” shall mean and shall be deemed to have occurred if any event set forth in any one of the followingparagraphs shall have occurred:(a) the consummation of a merger of, or other business combination by, the Parent Company with or involving anotherentity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving the ParentCompany; or the sale of all or substantially all of the Parent Company’s or the Company’s Assets to another entity (anyof which, a “Corporate Transaction”); unless, following such Corporate Transaction, (a) the holders of equity securitiesof the Parent Company immediately prior to such transaction beneficially own, directly or indirectly, immediately aftersuch transaction, equity securities of the resulting or surviving parent entity, the transferee entity or any new direct orindirect parent entity of the Parent Company resulting from or surviving any such transaction (such entity, the“Successor Entity”) entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or thcomparable governing body) of the Successor Entity in substantially the same proportion that they owned the equitysecurities of the Parent Company immediately prior to such transaction or (b) at least a majority of the members of theboard of directors (or comparable governing body) of the Successor Entity immediately following the CorporateTransaction were Incumbent Directors (defined below) at the time of the execution of the initial agreement providing forsuch Corporate Transaction;(b) upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into any entity inwhich the holders of equity securities of the Parent Company immediately prior to such liquidation or dissolutionbeneficially own, directly or indirectly, immediately after such liquidation or dissolution equity securities of the entityinto which the Parent Company was liquidated or dissolved entitled to 70% or more of the votes then eligible to be castin the election of directors generally (or comparable governing body) of such entity, in substantially the same proportionthat they owned the equity securities of the Parent Company immediately 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, but excludingany employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquires or gains ownershipor control (including, without limitation, power to vote) of more than 30% of the combined voting power of theoutstanding equity securities of the Parent Company, other than any entity in which the holders of equity securities ofthe Parent Company immediately prior to such acquisition beneficially own, directly or indirectly, immediately aftersuch acquisition, equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast inthe election of directors generally (or comparable governing body) of the acquiring entity, in substantially the sameproportion that they owned the equity securities of the Parent Company immediately prior to such acquisition or anyemployee benefit plan sponsored by any such entity (or any related trust thereto); or(d) during any period of twelve consecutive months the following individuals (the “Incumbent Directors”) cease for anyreason to constitute a majority of the number of directors then serving on the Board: individuals who, on the EffectiveDate, constitute the Board and any new director whose appointment or election by the Board or nomination for electionby the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then stillin office who either were directors on the Effective Date or whose appointment, election or nomination for election waspreviously so approved or recommended (other than such new director whose initial assumption of office is inconnection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation,relating to the election of directors of the Company by or on behalf of a Person other than 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, without limitation,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 the date of Executive’s Separation From Service set forth in the Notice of Terminationor the date of death, as applicable.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 diminution in Executive’s Base Salary of 5% or more, unless such reduction is part of an initiative that applies to andaffects all similarly situated executive officers of the Company substantially the same and proportionately;(b) a material diminution in Executive’s authority, duties, or responsibilities (including, in connection with a Change inControl or other Corporate Transaction, Executive being assigned to any position (including offices and reportingrequirements), authority, duties or responsibilities that are not at or with the Parent Company, engaged in the business ofthe successor to the Parent Company or the corporation or other Entity surviving or resulting from such CorporateTransaction), including, without limitation, Executive’s ceasing to be an officer of a publicly traded company;2 (c) in connection with a Change in Control or other Corporate Transaction, the involuntary relocation of the geographiclocation of Executive’s principal place of employment by more than 50 miles from its then current location;(d) a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure tocomply with this Agreement not occurring in bad faith.Notwithstanding the foregoing provisions of this Section 1.11 or any other provision in this Agreement to the contrary, any assertion byExecutive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (i)the condition described in Section 1.11(a), (b), (c), or (d) giving rise to Executive’s termination of employment must have arisen withoutExecutive’s written consent; (ii) Executive must provide written Notice of Breach to the Company of such condition in accordance withSection 10.1 within 90 days of the initial existence of the condition specified in the Notice of Breach; and (iii) the condition specified inthe Notice of Breach must remain uncorrected for 30 days after receipt of the Notice of Breach by the Company. Any Notice of Breachshall be deemed void if the Company cures the matter giving rise to Good Reason under this Section 1.11 within 30 days of the receipt ofthe Notice of Breach.1.12 “Impaired” or “Impairment” means:(a) the Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any are available toExecutive; or(b) the Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement byreason of any medically determinable physical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than 180 days, as determined by the Company and certified in writingby a competent medical physician selected solely by the Company in the event of any alleged mental impairment and, inthe event of any alleged physical impairment by the Company with the Executive having the right to approve suchselection (however, if the Executive fails to approve the Company’s first two selections within ten days of being notifiedof each such selection, the Company will have the right thereafter to designate any licensed medical physician on staffwith either the Baylor College of Medicine or Methodist Hospital, each located in Houston, Texas).1.13 “Notice of Breach” shall mean a written notice delivered to the other party within the time period required under thedefinition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that theparty contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges toexist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable,claims provide the basis for such breach or other condition.1.14 “Notice of Termination” shall mean a written notice delivered to the other party indicating the specific terminationprovision in this Agreement relied upon for termination of Executive’s employment and the Date of Termination and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision soindicated and shall include a Notice of Breach, but only at the time and to the extent such Notice of Breach becomes a Notice ofTermination under Section 3.3.1.15 “Parent Company” shall mean Cardtronics plc, a public limited company organized under English law, or any successorthereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including, without limitation, anyEntity otherwise resulting from a Corporate Transaction.1.16 “Person” shall mean (a) an individual or Entity and (b) for purposes of the definition of “Change in Control” and relatedprovisions shall have the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holdingsecurities under a Benefit Plan of the Parent Company or any of its Affiliated companies, (iii) an underwriter temporarily holding securitiespursuant to an offering by the Parent Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of theParent Company in substantially the same proportion as their ownership of shares of the Parent Company.1.17 “Section 409A Payment Date” shall have the meaning set forth in Section 7.2(b).1.18 “Subsidiary” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or any majority-ownedsubsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significant financial interest providedthat the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary for the purposes of this Agreement.3 ARTICLE IIEMPLOYMENT AND DUTIES2.1 Employment; Commencement Date. Executive commenced employment as with the Company on December 31, 2016(the “Commencement Date”). From and after such date, the Company agrees to employ Executive, and Executive agrees to be employedby the Company. With effect from the Effective Date, Executive agrees to be employed by the Company pursuant the terms of thisAgreement and continuing for the period of time set forth in Article III, subject to the terms and conditions of this Agreement.2.2 Positions. From and after the Commencement Date, the Company shall employ Executive in the position of ExecutiveVice President, Allpoint Solutions of the Company or in such other position or positions as the parties mutually may agree, and Executiveshall report to the Executive Vice President, Managing Director – North America of the Company.2.3 Duties and Services. Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently andto the best of Executive’s abilities the duties and services appertaining to such position(s) as well as such additional duties and servicesappropriate to such position(s) as may be assigned, from time to time, by the Company. Executive’s employment shall also be subject tothe policies maintained 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.2.4 Other 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’s passivepersonal investments, (b) engage in charitable and civic activities, (c) at the sole discretion of the Board, serve on the boards of other for-and non-profit Entities, and (d) engage in de minimis other activities such as non-commercial speeches; provided, however, that suchactivities shall be permitted solely if such activities do not conflict with the business and affairs of the Company or interfere withExecutive’s performance of Executive’s duties hereunder or any restrictive covenant in favor of the Company or its Affiliate, in each case,as determined by the Company.2.5 Duty of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity andallegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation ofthe Company or any of its Affiliates. In keeping with these duties, Executive shall make full disclosure to the Company of all businessopportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunitiesconcerning the subject matter of the fiduciary relationship.ARTICLE IIITERM AND TERMINATION OF EMPLOYMENT3.1 Term. Subject to the remaining terms of this Article III, this Agreement shall be for an initial term that begins on theCommencement Date and continues in effect through the fourth anniversary of the Commencement Date (the “Initial Term”) and, unlessterminated 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 Agreement for a Renewal Term, the Company orExecutive must provide a Notice of Termination to the other party at least 90 days before the expiration of the then-current Initial Term orRenewal Term, as applicable. In the event that one party provides the other party with a Notice of Termination pursuant to this Section 3.1,no further automatic extensions will occur and this Agreement and Executive’s employment with the Company shall terminate at the endof the then-existing Initial Term or Renewal Term, as applicable.3.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Company may terminateExecutive’s employment and this Agreement during the Term immediately and at any time for any of the following reasons by providingExecutive with a Notice of Termination:(a) Impairment: if the Executive is Impaired, the Company may, at its sole discretion, elect not to immediately terminate theExecutive but rather to employ someone to undertake Executive’s authorities, duties and responsibilities with respect tothe Company and its Affiliates, including with Executive’s title and reporting lines, during the period from the onset ofany Impairment until Executive’s employment with the Company is terminated or the Executive otherwise returns to fullduties. Notwithstanding anything to the contrary, any such action by the Company will not constitute Good Reason,constructive termination or breach of this Agreement or otherwise, provided further that, if Executive recovers from theImpairment prior to the date Executive would qualify for long term disability benefits and the Company does not returnExecutive to Executive’s position, Executive shall have the right to resign for Good Reason in accordance with the terms4 of this agreement;(b) Death: automatically upon Executive’s death;(c) Cause: for Cause; or(d) Discretion of the Company: for any other reason whatsoever (other than as set forth in Sections 3.2(a), (b) or (c) or for noreason at all, in the sole discretion of the Board.3.3 Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the right toterminate Executive’s employment and this Agreement during the Term for Good Reason or for any other reason whatsoever or for noreason at 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 less than 90days from the date such Notice of Termination is provided, and the Company may require a Date of Termination earlier than that specifiedin the Notice of Termination (and, if such earlier Date of Termination is so required by the Company, that shall be the “Date ofTermination” as defined in Section 1.1, and it shall not otherwise change the basis for Executive’s termination nor be construed orinterpreted as a termination of employment pursuant to Section 3.1 or Section 3.2). In the event Executive intends to terminateemployment with the Company for Good Reason because the Company failed to cure the event described in the Notice of Breach within30 days of receipt of the Notice of Breach, the Notice of Breach shall automatically be deemed a Notice of Termination, effectiveimmediately upon the expiration of the cure period described in Section 1.11. If Executive fails to provide the Company with the requisiteNotice of Termination under this Section 3.3, Executive forfeits the right to any contingent future payments under this Agreement.3.4 Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to the termination ofExecutive’s employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officerof the Company and each Affiliate of the Company (including the Parent Company), and an automatic resignation of Executive from theBoard (if applicable) and from the board of directors of the Company and any Affiliate of the Company and from the board of directors orsimilar governing body of any Entity in which the Company or any Affiliate holds an equity interest and with respect to which board orsimilar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative.3.5 Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to haveterminated employment with the Company only when Executive incurs a “separation from service” with the Company within the meaningof Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder (“Separation From Service”). Forpurposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination ofemployment” or like terms shall mean “separation from service”.ARTICLE IVCOMPENSATION AND BENEFITS4.1 Base Salary. During the Term of this Agreement, Executive shall receive a minimum, annualized gross base salary of$325,000 (the “Base Salary”). Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’sstandard policy regarding payment of compensation to executives but no less frequently than monthly.4.2 Cash Incentive Plan Awards. Executive shall be eligible to receive an annual bonus in respect of each calendar yearduring the Term (“Annual Bonus”) based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of theCardtronics, Inc. Annual Executive Cash Incentive Plan (and/or other then-current or similar or successor plan, the “AECIP”) and subjectto the terms and conditions of the AECIP, it being understood that (a) the target Annual Bonus at planned or targeted levels of performanceshall equal 50% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus to be paid to the Executive shall bedetermined in the sole discretion of the Board (or a committee thereof) and may range between 0% and 200% of the target Annual Bonus.The Company shall pay each Annual Bonus with respect to a calendar year no later than March 15 of the calendar year following the yearto which the Annual Bonus relates, 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 the Effective Date,then the Annual Bonus for such year shall be prorated based on the ratio of the number of days during such calendar year that Executivewas employed by the Company to the number of days in such calendar year.4.3 Stock Incentive Plan Awards. Executive shall be eligible to receive an annual equity award each calendar year duringthe Term (“Annual Equity Award”) with a grant date value at target equal to 50% of Base Salary, based on criteria determined in the solediscretion of the Board (or a 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”).5 4.4 Other Perquisites. During the Term, the Company shall provide Executive with substantially the same perquisitebenefits made available to similarly situated executive officers of the Company generally, from time to time.4.5 Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive inperforming services during the Term, including all expenses of travel and living expenses while away from home on business or at therequest of and in the service of the Company; provided, in each case, that such expenses are incurred and accounted for in accordance withthe policies and procedures established by the Company from time to time. Any reimbursement of expenses pursuant to this Section 4.6shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to theCompany (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurredby Executive).4.6 Vacation and Sick Leave. During the Term, Executive shall be entitled to (a) sick leave in accordance with theCompany’s policies applicable to similarly situated executive officers of the Company from time to time and (b) 4 weeks paid vacationeach calendar year (up to 40 hours of which may be carried forward to a succeeding year).4.7 Offices. Subject to Articles II, III and IV, Executive agrees to serve without additional compensation, if elected orappointed thereto, as an officer (in addition to the position specified in Section 2.2) or director of the Company or any of the Company’sAffiliates and as a member of any committees of the board of directors of any such Entities and in one or more executive positions of any ofthe Company’s Affiliates.ARTICLE VPROTECTION OF INFORMATION5.1 Work Product. For purposes of this Article V, the term “the Company” shall include the Company and any of itsAffiliates (including the Parent Company), and any reference to “employment” or similar terms shall include an officer, director and/orconsulting 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, productdevelopments, discoveries, systems, techniques, devices, models, prototypes, copyrightable works, mask works, trademarks, service marks,trade dress, business slogans, written materials and other things of value conceived, reduced to practice, made or learned by Executive,either alone or with others, while employed with the Company (whether during business hours or otherwise and whether on Company’spremises or otherwise) that relate to the Company’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 andexclusive property of the Company (or its Affiliates) forever. Executive hereby assigns to the Company all of Executive’s right, title, andinterest to all such 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 prior toExecutive’s employment with the Company.5.2 Confidential Information. During Executive’s employment with the Company, the Company agrees to and shall provideto Executive confidential, proprietary, non-public and/or trade secret information regarding the Company that Executive has notpreviously had access to or knowledge of before the execution of this Agreement including, without limitation, Work Product, technicalinformation, corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes,research, financial and sales data, business and marketing plans, strategies, financing, plans, business policies and practices of theCompany, and/or Affiliates of the Company, know-how, specialized training, mailing lists, acquisition prospects, identity of customers ortheir requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects,potential client lists, employee records, pricing information, evaluations, opinions, interpretations, production, marketing andmerchandising techniques, prospective names and marks or other forms of information considered by the Company to be confidential,proprietary, non-public or in the nature of trade secrets (hereafter collectively referred to as “Confidential Information”) that the Companyand its Affiliates desire to protect.5.3 No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all ConfidentialInformation and Work Product of the Company and its Affiliates. Executive agrees that Executive will not, at any time during or afterExecutive’s employment with the Company, make any unauthorized disclosure of, and Executive shall not remove from the Companypremises, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, except, in each case, in thecarrying out of Executive’s responsibilities hereunder. Executive shall use all reasonable efforts to cause all Persons to whom anyConfidential Information shall be disclosed by Executive hereunder to preserve and protect the confidentiality of such ConfidentialInformation. At the request of the Company at any time, Executive agrees to6 deliver to the Company all Confidential Information that Executive may possess or control. Executive agrees that all ConfidentialInformation of the Company (whether now or hereafter existing) conceived, discovered or made by Executive during the period ofExecutive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Companyfor specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform allactions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be thirdparty beneficiaries of Executive’s obligations under this Article V. As a result of Executive’s employment by the Company, Executive mayalso from time to time have access to, or knowledge of, 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 theconfidentiality of such third party Confidential Information and Work Product. Notwithstanding anything contained in this Agreement tothe contrary, Executive may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connectionwith his work as 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 committee thereof) withapparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosureis so required, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so thatthe Company may seek an appropriate protective order; or (c) as to such Confidential Information that becomes generally known to thepublic or trade without his violation of this Section 5.3. Upon termination of Executive’s employment by the Company for any reason,Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible orintangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere withExecutive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a GovernmentAgency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in anyinvestigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or otherinformation, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency”means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and HealthAdministration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatoryorganization or any other federal, state, or local governmental agency or commission. The disclosures and actions protected in this Section5.3 are referred to herein as “Protected Activities.”5.4 Ownership by the Company. If, during Executive’s employment by the Company, Executive creates any work ofauthorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, oracquisitions, computer programs, electronic mail, voice mail, electronic databases, drawings, maps, architectural renditions, models,manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by Executiveor jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), including anyWork Product, the Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’semployment; or, if the work relating to the Company’s business, products or services is not prepared by Executive within the scope ofExecutive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture orother audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall beconsidered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’s business,products, or services is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that isdeemed to be a work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and by thesepresents does assign, to the Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyrighttherein.5.5 Assistance by Executive. During the period of Executive’s employment by the Company, Executive shall assist theCompany and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and toConfidential Information and Work Product and the execution of all formal assignment documents requested by the Company or itsnominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreigncountries. After Executive’s employment with the Company terminates, at the request from time to time and expense of the Company or itsAffiliates, Executive shall reasonably assist the Company and its nominee, at reasonable times and for reasonable periods and forreasonable compensation, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and to ConfidentialInformation and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and theexecution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.5.6 Remedies. Executive acknowledges that money damages would not be a sufficient remedy for any breach of7 this Article V by Executive, and the Company or its Affiliates shall be entitled to enforce the provisions of this Article V by immediatelyterminating payments then owing to, or the rights of, Executive under Section 7.1(b)(i) through (v) or otherwise upon its determination ofany such breach and to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Suchremedies shall not be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at lawor in equity, including the recovery of damages from Executive and Executive’s agents. However, if it is determined that Executive has notcommitted a breach of this Article V, then the Company shall resume the payments and benefits due under this Agreement and pay toExecutive and Executive’s spouse, if applicable, all payments and benefits that had been suspended pending such determination.5.7 Immunity from Liability for Confidential Disclosure of Trade Secrets. Executive shall not be held criminally orcivilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly orindirectly to a Federal, State or local government official, or to an attorney, solely for the purpose of reporting or investigating, aviolation of law. Executive shall also not be held criminally or civilly liable under any Federal or State trade secret law for the disclosureof a trade secret made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. IfExecutive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose thetrade secret to Executive’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secretis filed under seal and does not disclose the trade secret, except pursuant to court order. However, Executive is not authorized to makeany disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney workproduct doctrine without prior written consent of the Company’s General Counsel or another authorized officer designated by theCompany. This Section 5.7 will govern to the extent it may conflict with any other provision of this Agreement.ARTICLE VISTATEMENTS CONCERNING THE COMPANY6.1 Statements by Executive. Executive shall not, at any time, publicly or privately, verbally or in writing, directly orindirectly, make or cause to be made any defaming and/or disparaging, derogatory, misleading, or false statement about the Company orits Affiliates, their products, or any current or former directors, officers, employees, or agents of the Company or its Affiliates, or thebusiness strategy, plans, policies, practices, or operations of the Company or its Affiliates, to any person or entity, including withoutlimitation, members of the investment community, press, customers, competitors, employees, and advisors of the Company or itsAffiliates. This Section 6.1 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined inSection 5.3. A violation or threatened violation of this prohibition may be enjoined by the courts and would be considered a materialbreach of this Agreement. The rights afforded the Company and its Affiliates under this provision are in addition to any and all rights andremedies otherwise afforded by law.ARTICLE VIIEFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION7.1 Effect of Termination of Employment on Compensation – Impairment and Death, Cause, Resignation without GoodReason and election by Executive not to renew the Initial Term or any Renewal Term(a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) (Impairment), 3.2(b)(Death), 3.2(c) (Cause), pursuant to Executive’s resignation other than for Good Reason, or by Executive’s election not to renew the InitialTerm or any Renewal 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 accrued and unpaid Base Salary to the Date of Termination;(ii) except in the case of a termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar yearending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);(iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement inaccordance with Section 4.5; and(iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than anyseverance plan or program).(b) In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) (Impairment) or8 3.2(b) (Death), subject to the Executive’s or Executive’s representative’s or estate’s, as applicable, delivery, within 30 days (or 45 days ifthe Company determines necessary and set forth in the Release (defined below)) after the date of such termination of employment, of anexecuted release substantially in the form of the release attached as Appendix A (the “Release”) and subject to Executive’s or Executive’srepresentative’s or estate’s, as applicable, compliance with all of the surviving provisions of this Agreement and non-revocation of theRelease, the Executive’s outstanding equity awards shall be treated as follows, unless the applicable award agreement provides for morefavorable treatment:(i) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’sannual LTIP, shall fully vest as of the Date of Termination,(ii) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or servicethat would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Dateof Termination, shall vest as of the Date of Termination,(iii) awards that vest solely or in part based on performance goals:(A) for a termination of employment during the performance period, such awards shall be deemed earned atthe target level of performance and a pro-rata number of awards shall vest based on the number of fulland partial months the Executive was employed within the performance period over the number of totalmonths in the performance period; and(B) for a termination of employment following the end of a performance period applicable to an award, anyawards earned during the performance period shall fully vest.7.2 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause other than within 24 Months Following a Change in Control(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by actionof the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the InitialTerm or any Renewal 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 all payments set forth in Section7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release)after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject toExecutive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receivethe following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteriaestablished pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be proratedthrough and including the Date of Termination (based on the ratio of the number of days Executive was employed by theCompany during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);(ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as ofthe Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments inaccordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; providedthat the first payment shall commence on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination and shall include any amounts otherwise due prior thereto;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’sgroup health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determinedby the Company on the Date of Termination and (ii) eighteen (18); and(iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment:(A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of theCompany’s annual LTIP, shall fully vest as of the Date of Termination, 9 (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employmentor service that would have, but for the termination of the Executive’s employment, vested in the 12months immediately following the Date of Termination, shall vest as of the Date of Termination,(C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,(I) for a termination of employment during the first 12 calendar months of a performance periodapplicable to an award, such awards shall be forfeited;(II) for a termination of employment following the end of the first 12 calendar months of a performanceperiod, but prior to end of that performance period, such awards shall be earned at the actual levelof performance and a pro-rata number of awards based on the number of full and partial months theExecutive was employed within the performance period over the number of total months in theperformance period shall vest in accordance with the terms of the relevant award; and(III) for a termination of employment following the end of the performance period applicable to anaward, any awards earned during that performance period shall fully vest as of the Date ofTermination.7.3 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause within 24 Months Following a Change in Control.(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by actionof the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the InitialTerm or any Renewal Term in accordance with Section 3.1), in each case, within twenty-four (24) months following a Change in Control,then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment,except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of anexecuted release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of thisAgreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from theCompany (but no other compensation or benefits after such termination):(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year at target, which amount shall be prorated through and including the Date ofTermination (based on the ratio of the number of days Executive was employed by the Company during such year to the numberof days in such year), payable in a lump-sum on the first payroll date that falls on or immediately following the 60 day afterExecutive’s Date of Termination;(ii) the Company shall pay to Executive an amount equal to two times the sum of Executive’s Base Salary as of theDate of Termination and the Average Annual Bonus, in a lump sum on the first payroll date that falls on or immediately followingthe 60th days after Executive’s Date of Termination;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’sgroup health plans under COBRA, as determined by the Company on the Date of Termination and (ii) eighteen (18); and(iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment and provided the applicable stock incentive plan allows: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of theDate of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment orservice that would have, but for the termination of the Executive’s employment, vested following the Date of Termination, shallfully vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based onperformance goals, (1) for a termination of employment during the performance period applicable to an award, such awards shallbe deemed earned at the greater of actual or target level of performance and any time-vesting condition shall be satisfied as of theDate of Termination and (2) for a termination of employment following the end of the performance period applicable to an10 thaward, any awards earned during the performance period, and that would have, but for the termination of the Executive’semployment, vested following the Date of Termination, shall fully vest as of the Date of Termination. In the event the applicablestock incentive plan does not allow for vesting of any award as outlined herein, Executive shall be entitled to the most favorabletreatment for vesting of that award available under the applicable stock incentive plan.The payments and benefits set forth in this Section 7.1, 7.2 and 7.3, as applicable, shall be the Executive’s sole right to severance ortermination pay.7.4 Section 409A of the Code.(a) It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Code andapplicable administrative guidance issued thereunder. Accordingly, to the extent there is any ambiguity as to whether one or moreprovisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, thenthose provisions shall be interpreted and applied in a manner that does not result in an imposition of a tax or penalty under Section 409Aof the Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in thisAgreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neitherthe Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit throughExecutive) for any 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 to Section409A of the Code.(b) Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executive becomesentitled under this Article VII and which constitute deferred compensation within the meaning of Section 409A of the Code shall be madeor paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s termination ofemployment or (ii) the date of Executive’s death ((i) or (ii), as applicable, the “Section 409A Payment Date”), if (x) Executive is deemed ontermination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of theParent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwiserequired in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable delayperiod, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining paymentsor benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.(c) For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to thisAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreementspecifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date oftermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.(d) The following provisions shall apply to such reimbursements and any other reimbursements or in-kind benefits providedpursuant to this Agreement in order to assure that such reimbursements do not create a deferred compensation arrangement subject toSection 409A of the Code: (i) the amount of reimbursements or in-kind benefits to which Executive may become entitled in any onecalendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided hereunder in any othercalendar year, (ii) each reimbursement to which Executive becomes entitled shall be made no later than the close of business of thecalendar year following the calendar year in which the reimbursable expense is incurred; and (iii) executive’s right to reimbursement or in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.ARTICLE VIIINON-COMPETITION AGREEMENT8.1 Definitions. 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 services provided bythe Company and its Affiliates during such period and other products and services that are functionally equivalent to the foregoing, and(b) during the portion of the Prohibited Period that begins on the termination of Executive’s employment with the Company, the productsand services provided by the Company and its Affiliates at the time of such termination of employment and other products and servicesthat are functionally equivalent to the foregoing.“Competing Business” means any business or Person that wholly or in any significant part engages in any business competingwith the Business in the Restricted Area. In no event will the Company or any of its Affiliates be deemed a11 Competing Business.“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the UnitedStates or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory 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 the foregoing that relatesto environmental standards or controls, energy regulations and occupational, safety and health standards or controls including thosearising under environmental laws) of any Governmental Authority.“Prohibited Period” means the period during which Executive is employed by the Company hereunder and a period of two (2)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 of Executive’stermination of employment with the Company.8.2 Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitationprovisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant toArticle V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the tradesecrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliatesor created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developedthrough the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates;and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions ofthis Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 areancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. Section 15.50-15.52.(a) Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during the ProhibitedPeriod (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and(ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or anindependent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell orlease 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 theoutstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securitiesexchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating theprovisions of Section 8.2(a), provided that Executive does not have the power, directly or indirectly, to control or direct the managementor affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained inSection 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at suchinstitution 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) directly orindirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of theCompany or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant,agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associationswith the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and(ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of itsAffiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/ormagnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not applywith respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has beeninvoluntarily terminated by the Company or any of its Affiliates (other than for cause).(d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for noreason at all, to waive the provisions of this Article VIII on a case-by-case basis.8.3 Relief. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Article VIIIby Executive, and that the Company and/or its Affiliates shall be entitled to enforce the provisions of this Article VIII by immediatelyterminating payments then owing to Executive under Section 7.1(b)(i) through (iv) or otherwise upon its12 determination of any such breach and to obtain specific performance and injunctive relief as remedies for such breach or any threatenedbreach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article VIII but shall be in addition to all remediesavailable at law or in equity, including the recovery of damages from Executive. However, if it is determined that Executive has notcommitted a breach of this Article VIII, then the Company shall resume the payments and benefits due under this Agreement and pay toExecutive all payments and benefits that had been suspended pending such determination.8.4 Reasonableness; Enforcement. Executive hereby represents to the Company that Executive has read and understands,and agrees to be bound by, the terms of this Article VIII. Executive and the Company understand and agree that the purpose of theprovisions of this Article VIII is to protect the legitimate business interests and goodwill of the Company. Executive acknowledges thatthe limitations as to time, geographical area and scope of activity to be restrained as contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable and do not impose any greater restraint than is necessary to protect the legitimate businessinterests of the Company in light of (a) the nature and wide geographic scope of the operations of the Business, (b) Executive’s level ofcontrol over and contact with the Business in all jurisdictions in which it is conducted, (c) the fact that the Business is conductedthroughout the Restricted Area and (d) the amount of compensation and Confidential Information that Executive is receiving inconnection with the performance of Executive’s duties hereunder. It is the desire and intent of the parties that the provisions of this ArticleVIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, tothe extent 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.8.5 Reformation. The Company and Executive agree that the foregoing restrictions are reasonable under the circumstancesand that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Company and its Affiliates.Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in theRestricted Area during the Prohibited Period, but acknowledges that Executive will receive sufficiently high remuneration and otherbenefits from the Company to justify such restriction. Further, Executive acknowledges that Executive’s skills are such that Executive canbe gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent Executive from earning aliving. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broadas to geographic area or time, or otherwise unenforceable, the parties agree that any such court is expressly authorized to modify any suchunenforceable provision of this Article VIII in lieu of severing such unenforceable provision in its entirety, whether by rewriting theoffending provision, deleting any or all of the offending provision, adding additional language to this Article VIII, or by making suchother modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extentpermitted by law. The parties expressly agree that this Article VIII, as so modified by the court, shall be binding upon and enforceableagainst each of them. By agreeing to this contractual modification prospectively at this time, the Company and Executive intend to makethis provision enforceable under the law or laws of all applicable States, Provinces and other jurisdictions so that the entire agreement notto compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.Such modification shall not affect the payments made to Executive under this Agreement.ARTICLE IXDISPUTE RESOLUTION9.1 Dispute Resolution. If any dispute arises out of this Agreement or out of or in connection with any equity compensationaward made to Executive by the Company or any of its Affiliates, the complaining party shall provide the other party written notice ofsuch dispute. The other party shall have 10 business days to resolve the dispute to the complaining party’s satisfaction. If the dispute is notresolved by the end of such period, either disputing party may require the other to submit to non-binding mediation with the assistance ofa neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral unaffiliated mediator, they shall seek theassistance of the American Arbitration Association (“AAA”) in the selection process. If mediation is unsuccessful, or if mediation is notrequested by a party, either party may by written notice demand arbitration of the dispute as set out below, and each party hereto expresslyagrees to submit to, and be bound by, such arbitration; provided, however, that any party to this Agreement may seek provisional relief,including temporary restraining orders, temporary protective orders, and preliminary injunctive relief, pending arbitration or in aid ofarbitration, or both, against the other parties hereto in federal and state courts of competent jurisdiction and provided, further, that anyparty to this Agreement may seek to enforce, confirm, modify, or vacate an arbitration award in any federal and state court of competentjurisdiction.(a) Unless the parties agree on the appointment of a single arbitrator, the dispute shall be referred to one arbitrator13 appointed by the AAA. The arbitrator will set the rules and timing of the arbitration, but will generally follow the commercial rules of theAAA 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; providedthat each party shall be responsible for his or its own attorney fees.9.2 Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class actionbasis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolveand make written awards is limited to claims between the Executive and the Company alone. Claims may not be joined or consolidatedunless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in anydispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, and withoutwaiving either party’s right of appeal, if any portion of this class action waiver provision is deemed invalid or unenforceable, then theentire arbitration clause in this Agreement (other than this sentence) shall be void.ARTICLE XMISCELLANEOUS10.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writingand shall be deemed to have been duly given (a) when received if delivered personally, (b) on the date receipt is acknowledged if deliveredby certified mail, postage prepaid, return receipt requested, (c) when received if delivered by overnight courier, or (d) one day aftertransmission if sent by e-mail, with confirmation of transmission, as follows:If to Executive, addressed to: J. Brad Nolan176 Joy LaneGranville, OH 43023jbnolan26@mac.com if to the Company, addressed to: Cardtronics USA, Inc.3250 Briarpark Drive, Suite 400Houston, Texas 77042Attention: General CounselEmail: 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 changes of addressshall be effective only upon receipt. If either party provides notice by e-mail, the party must also send notice by one of the other deliverymethods listed in this Section 10.1, but failure to do so shall not invalidate the e-mail transmission.10.2 Applicable 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, withoutregard 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 arbitration underthe terms of this Agreement, the parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courtslocated in the State of Texas.10.3 Indemnification.(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 agreement betweenExecutive and such Former Employer, or (ii) Executive or his estate, if Executive is made a party, or is threatened to be made a party, toany action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is orwas a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member,employee or agent of another corporation, partnership, joint venture, 14 trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding isExecutive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall beindemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate ofincorporation or bylaws or resolutions of the board of directors of the Company 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 amountspaid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shallcontinue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other Entity and shall inureto the benefit of Executive’s heirs, executors and administrators; provided, however, that Executive shall not be indemnified and heldharmless by the Company for any cost, expense, liability, or loss relating to a Proceeding concerning any action of the Executive in whicha court of competent jurisdiction determines that such action constitutes fraud, embezzlement, gross negligence, or any criminal act. Inorder to be entitled to the above described indemnification Executive must provide prompt written notice to the Company of suchProceeding and the Company (and its insurers) shall be entitled to defend such Proceeding and to enter into such settlement agreementsthat the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit any misconduct orliability, nor required to pay any portion of such settlement. To the extent that the Company fails to provide a defense for all claims raisedin any Proceeding after receiving notice thereof, the Company to the fullest extent permitted by applicable law shall advance to Executiveall reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of awritten request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shallultimately be determined that he is not entitled to be indemnified against such costs and expenses. Notwithstanding anything in thisSection 10.3 to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), inaccordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled under this Section 10.3promptly but no later than the end of the calendar year following the calendar year in which the indemnifiable expense is incurred.(b) Neither the failure of the Company (including their boards of directors, independent legal counsel or stockholders) tohave made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive underSection 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination bythe Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicablestandard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct.(c) The Company will continue and maintain a directors and officers’ liability insurance policy covering Executive to theextent the Company provides such coverage for its directors and other executive officers during the term of Executive’s employment withthe Company and thereafter until the expiration of all applicable statutes of limitations.(d) If the Company enters into an indemnification agreement with any of its directors or executive officers, the Company tothe fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no lessfavorable than those set forth in any such indemnification agreement.(e) No Conflict With Prior Agreements. Executive represents and warrants that Executive’s performance of all the terms ofthis Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, withoutlimitation, any agreement relating to any proprietary information, knowledge or data acquired in confidence, trust or otherwise) to whichExecutive is a party or by the terms of which Executive may be bound. Executive further covenants and agrees not to enter into anyagreement or understanding, either written or oral, in conflict with the provisions of this Agreement10.4 No Waiver. No failure by either party hereto at any time to provide notice of any breach by the other party of, or torequire compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.10.5 Severability. 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 other provisionof this Agreement, and all other provisions shall remain in full force and effect.10.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same Agreement.10.7 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and paymentsmade pursuant to this Agreement all federal, foreign, state, city and other taxes and withholdings as may be required pursuant to any law orgovernmental regulation or ruling.15 10.8 Headings. The Section headings have been inserted for purposes of convenience and shall not be used for interpretivepurposes.10.9 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and thesingular number includes the plural and conversely.10.10 Successors.(a) This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws ofdescent and distribution. The rights, benefits and obligations of Executive hereunder shall not be subject to voluntary or involuntaryassignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the Company. In addition,any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. ThisAgreement may be assigned to any successor (whether direct or indirect, by purchase, merger, consolidation, amalgamation, scheme ofarrangement, exchange offer, operation of law or otherwise (including any purchase, merger, amalgamation, Change in Control or otherCorporate Transaction involving the Company or any Subsidiary or Affiliate of the Company)) by operation of law or expressly inconnection with a disposition of substantially all of the assets of the Company. As used in this Agreement, “Company” shall mean theCompany as hereinbefore defined and any successor to its business and/or assets as provided above.10.11 Term. Termination of Executive’s employment under this Agreement shall not affect any right or obligation of any partywhich is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles I, V, VI, VII, VIII, IX and X shall survive any termination of the employment relationship and/or of this Agreement.10.12 Entire Agreement. Except as provided in any signed written agreement contemporaneously or hereafter executed by theCompany and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, andcontains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment ofExecutive by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the dateof execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.10.13 Modification; Waiver. Any modification to or waiver of this Agreement will be effective only if it is in writing andsigned by the parties.10.14 Actions 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 the members ofthe Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote, participate or decideupon any such matter.10.15 Changes Due to Compliance with Applicable Law. Executive understands that certain laws, as well as rules andregulations promulgated by the Securities and Exchange Commission (including without limitation under the Dodd-Frank Wall StreetReform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002) and/or by securities exchanges, do and will require theCompany to recoup, and Executive to repay, incentive compensation payable hereunder under the circumstances set forth under such laws,rules and regulations. Such requirements will be set forth from time to time in policies adopted by the Company (so-called “clawback”policies) and Executive acknowledges receipt of the Company’s current clawback policy. Executive acknowledges that amounts paid orpayable pursuant to this Agreement as incentive compensation or otherwise by the Company shall be subject to clawback to the extentnecessary to comply with such laws, rules, regulations and/or policy, which clawback may include forfeiture, repurchase and/orrecoupment of amounts paid or payable hereunder, and Executive agrees to repay such amounts (whether or not still employed by theCompany or any of its Affiliates), as required by such laws, rules, regulations or policy. Executive shall repay the Company in cash inimmediately available funds within 60 days of demand for payment by the Company or as otherwise agreed by the Company in its solediscretion.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. The Executivehereby consents to any changes to the current policy that are adopted to comply with applicable law, rules or regulations (including bysecurities exchanges). Further, if determined necessary or appropriate by the Board, Executive agrees to enter into an amendment to thisAgreement or a separate written agreement with the Company to comply with such laws, rules and regulations thereunder if requiredthereby or determined appropriate by the Board in its reasonable discretion.16 10.16 Cooperation with Litigation. Notwithstanding this Agreement, Executive agrees to reasonably cooperate with Companyby making Executive reasonably available, at the Company’s reasonable request, to testify on behalf of the Company or any of itsAffiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of itsAffiliates in any such action, suit, or proceeding by providing information to and meeting and consulting with Company any of itsAffiliates or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall notmaterially interfere with Executive's then current activities (to the extent the Executive is no longer employed by the Company) and shallbe done in a manner to limit any interference with other activities and any required travel and that the Company agrees to reimburseExecutive for all reasonable out of pocket expenses reasonably incurred in connection with such cooperation by Executive. This Section10.16 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3.(Signature page follows) 17 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: CARDTRONICS USA, INC. By:Edward H. West Name:/s/ Edward H. West Title:C.E.O. EXECUTIVE: Joseph Bradley Nolan Name:/Joseph Bradley Nolan [Signature Page to Employment Agreement] APPENDIX ARELEASE AGREEMENTThis Release Agreement (this “Agreement”) constitutes the release referred to in the Employment Agreement (the “EmploymentAgreement”) dated as of ____________, by and between J. Brad Nolan (“Executive”) and Cardtronics USA, Inc., a Delaware corporation(the “Company”).(a) For good and valuable consideration, including the Company’s provision of certain payments and benefits to Executivein accordance with Section 7.1(b) of the Employment Agreement, Executive hereby releases, discharges and forever acquits 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, successors and assigns of the foregoing, in their personal and representativecapacities (collectively, the “Company Parties”), from any and all liability for, and hereby waives, any and all claims, damages, or causesof action of any kind relating to Executive’s employment with any Company Party, the termination of such employment, and any otheracts or omissions on or prior to the date of this Agreement including, without limitation, any alleged violation through the date of thisAgreement of: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, asamended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) theEmployee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americanswith Disabilities Act of 1990, as amended; (viii) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical LeaveAct of 1993; (x) Chapter 21 of the Texas Labor Code; (xi) the Texas Whistleblower Act; (xii) the Delaware Discrimination in EmploymentAct; (xiii) the Delaware Persons with Disabilities Employment Protections Act; (xiv) the Delaware Whistleblowers’ Protection Act; (xv) theDelaware Fair Employment Practices Act; (xvi) the Ohio Civil Rights Act; (xvii) the Ohio Whistleblowers’ Protection Statute; (xviii) anystate anti-discrimination law; (xix) any state wage and hour law; (xx) any other local, state or federal law, regulation or ordinance; (xxi)any public policy, contract, tort, or common law claim; (xxii) any allegation for costs, fees, or other expenses including attorneys’ feesincurred in these matters; (xxiii) any and all rights, benefits or claims Executive may have under any employment contract, incentivecompensation plan or stock option plan with any Company Party or to any ownership interest in any Company Party except as expresslyprovided in the Employment Agreement and any stock option or other equity compensation agreement between Executive and theCompany; and (xxiv) any claim for compensation or benefits of any kind not expressly set forth in the Employment Agreement or any suchstock option or other equity compensation agreement (collectively, the “Released Claims”).(b) The release of claims set forth in this Agreement shall not be applied to modify or affect: (i) Executive’s right to enforcethe terms of this Agreement or the Employment Agreement; (ii) Executive’s right to receive an award from a “Government Agency” (asdefined in Section 5.3 of the Employment Agreement) under its whistleblower program for reporting in good faith a possible violation oflaw to such “Government Agency”; (iii) any vested rights and benefits that Executive may have under any applicable Company benefit orcompensation plan; (iv) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemploymentinsurance laws; (v) Executive’s right to challenge the validity of this release under the ADEA; (vi) any rights that arise after the dateExecutive executes this Agreement; or (vii) any right where a waiver is expressly prohibited by law.(c) The Executive relinquishes any right, and agrees not to seek future employment or re-employment with any of theCompany Parties, and acknowledges that the Company Parties shall have the right to refuse to re-employ the Executive, in each casewithout liability of the Company Parties.(d) The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believedby the Executive to exist may subsequently be discovered, it is the intention of the Executive in executing this Agreement that the generalrelease in subsection (a) shall be effective as a full and final accord and satisfaction, and release of and from all liabilities, disputes, claims,and matters covered under the general release in subsection (a), known or unknown, suspected or unsuspected.(e) The furnishing of certain payments and benefits to Executive in accordance with Section 7.1(b) of the EmploymentAgreement will not be deemed an admission of liability or wrongdoing by the Company Parties. This Agreement is not intended toindicate that any Released Claims actually exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, inexchange for the consideration recited in subsection (a), any and all potential claims of this nature that Executive may have against theCompany Parties 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 as heirs or theexecutor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency orclass action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THESOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY,OF ANY OF THE COMPANY PARTIES.1 (f) By executing and delivering this Agreement, Executive acknowledges that:(i) the consideration given for the release in this Agreement is in addition to anything of value to which theExecutive was already entitled;(ii) Executive has carefully read this Agreement;(iii) Executive has had at least [21 days/45 days] to consider this Agreement before the execution and deliveryhereof to the Company;(iv) Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discuss thisAgreement with an attorney of Executive’s choice and that Executive has had adequate opportunity to do so;and(v) Executive fully understands the final and binding effect of this Agreement; the only promises made to Executiveto sign this Agreement are those stated in the Employment Agreement and herein; and Executive is signing thisAgreement voluntarily and of Executive’s own free will, and that Executive understands and agrees to each ofthe terms of this Agreement.Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery (and therefore the effectiveness)of this Agreement within the seven day period beginning on the date Executive delivers this Agreement to the Company (such seven dayperiod being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed byExecutive and must be delivered to the address of the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, onthe last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, thisAgreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid if this Agreement is revoked byExecutive in the foregoing manner.Executed on this _______day of _____________, _______. STATE OF § §COUNTY OF § BEFORE ME, the undersigned authority personally appeared ___________________________, by me known or who producedvalid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to suchinstrument on this ___________ day of ______________, ________. NOTARY PUBLIC in and for the State of ____________ My Commission Expires: ____________ Identification produced: 2 Older Worker Benefit Protection Act Disclosure for a Group Termination1. This Employment Termination Program covers selected employees in the Company’s [INSERT DECISIONAL UNIT].2. Employees eligible to participate in the Program are those employees in the Company’s [INSERT DECISIONAL UNIT] whoseemployment with the Company is being terminated by the Company.3 Employees selected for the program have forty-five (45) days from the date of their receipt of this proposed agreement toparticipate by signing and returning the Release Agreement. Employees who choose to sign the Release Agreement shall have seven (7)days after signing and returning it to the Company to revoke it by delivering a signed revocation notice to the Company as provided in theRelease Agreement.4. The job titles and ages of all individuals selected for the program from the Company’s [INSERT DECISIONAL UNIT] and allindividuals in the same job titles not selected for the program from the Company’s [INSERT DECISIONAL UNIT] are as follows: Job TitleAgeNo. SelectedNo. Not Selected If you have any questions about this information, please contact [insert contact name] at [insert phone number]. Exhibit 10.59EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement”), dated October 9, 2018 (the “Effective Date”) is made by and betweenCardtronics USA, Inc., a Delaware corporation (together with any successor thereof, the “Company”), and Geri R. House (“Executive”).WITNESSETH:WHEREAS, the Company desires to employ Executive on the terms and conditions, and for the consideration hereinafter setforth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.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 shall have thefollowing meanings:1.1 “Affiliate” shall mean any other Person that owns or controls, is owned or controlled by, or is under common ownershipor control with, such particular Person. Without limiting the scope of the preceding sentence, the Parent Company shall be deemed to bean Affiliate of the Company for all purposes of this Agreement.1.2 “Average Annual Bonus” shall mean the Executive’s Annual Bonus paid (or payable) at target.1.3 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, asamended 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 in grossnegligence, gross incompetence or willful misconduct in the performance of Executive’s duties with respect to the Company or any of itsAffiliates, (b) refused without proper legal reason to perform Executive’s duties and responsibilities to the Company or any of its Affiliates,(c) materially breached any material provision of this Agreement or any written agreement or corporate policy or code of conductestablished by the Company or any of its Affiliates, (d) willfully engaged in conduct that is materially injurious to the Company or any ofits Affiliates, (e) breached restrictive covenants in this Agreement or any other agreement between the Executive and the Company or anyof its Affiliates, (f) committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Companyor any of its Affiliates, or (g) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or anyfelony (or a crime of similar import in a foreign jurisdiction); provided that any assertion by the Company of a termination of employmentfor “Cause” shall not be effective unless the Company has provided written Notice of Breach to Executive.1.6 “Change in Control” shall mean and shall be deemed to have occurred if any event set forth in any one of the followingparagraphs shall have occurred:(a) the consummation of a merger of, or other business combination by, the Parent Company with or involving anotherentity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving the ParentCompany; or the sale of all or substantially all of the Parent Company’s or the Company’s Assets to another entity (anyof which, a “Corporate Transaction”); unless, following such Corporate Transaction, (a) the holders of equity securitiesof the Parent Company immediately prior to such transaction beneficially own, directly or indirectly, immediately aftersuch transaction, equity securities of the resulting or surviving parent entity, the transferee entity or any new direct orindirect parent entity of the Parent Company resulting from or surviving any such transaction (such entity, the“Successor Entity”) entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the Successor Entity in substantially the same proportion that they owned the equitysecurities of the Parent Company immediately prior to such transaction or (b) at least a majority of the members of theboard of directors (or comparable governing body) of the Successor Entity immediately following the CorporateTransaction were Incumbent Directors (defined below) at the time of the execution of the initial agreement providing forsuch Corporate Transaction;(b) upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into any entity inwhich the holders of equity securities of the Parent Company immediately prior to such liquidation or dissolutionbeneficially own, directly or indirectly, immediately after such liquidation or dissolution equity securities of the entityinto which the Parent Company was liquidated or dissolved entitled to 70% or more of the votes then eligible to be castin the election of directors generally (or comparable governing body) of such entity, in substantially the same proportionthat they owned the equity securities of the Parent Company immediately 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, but excludingany employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquires or gains ownershipor control (including, without limitation, power to vote) of more than 30% of the combined voting power of theoutstanding equity securities of the Parent Company, other than any entity in which the holders of equity securities ofthe Parent Company immediately prior to such acquisition beneficially own, directly or indirectly, immediately aftersuch acquisition, equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast inthe election of directors generally (or comparable governing body) of the acquiring entity, in substantially the sameproportion that they owned the equity securities of the Parent Company immediately prior to such acquisition or anyemployee benefit plan sponsored by any such entity (or any related trust thereto); or(d) during any period of twelve consecutive months the following individuals (the “Incumbent Directors”) cease for anyreason to constitute a majority of the number of directors then serving on the Board: individuals who, on the EffectiveDate, constitute the Board and any new director whose appointment or election by the Board or nomination for electionby the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then stillin office who either were directors on the Effective Date or whose appointment, election or nomination for election waspreviously so approved or recommended (other than such new director whose initial assumption of office is inconnection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation,relating to the election of directors of the Company by or on behalf of a Person other than 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, without limitation,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 the date of Executive’s Separation From Service set forth in the Notice of Terminationor the date of death, as applicable.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 diminution in Executive’s Base Salary of 5% or more, unless such reduction is part of an initiative that applies to andaffects all similarly situated executive officers of the Company substantially the same and proportionately;(b) a material diminution in Executive’s authority, duties, or responsibilities (including, in connection with a Change inControl or other Corporate Transaction, Executive being assigned to any position (including offices and reportingrequirements), authority, duties or responsibilities that are not at or with the Parent Company, engaged in the business ofthe successor to the Parent Company or the corporation or other Entity surviving or resulting from such CorporateTransaction), including, without limitation, Executive’s ceasing to be an officer of a publicly traded company;2 (c) in connection with a Change in Control or other Corporate Transaction, the involuntary relocation of the geographiclocation of Executive’s principal place of employment by more than 50 miles from its then current location;(d) a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure tocomply with this Agreement not occurring in bad faith.Notwithstanding the foregoing provisions of this Section 1.11 or any other provision in this Agreement to the contrary, any assertion byExecutive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (i)the condition described in Section 1.11(a), (b), (c), or (d) giving rise to Executive’s termination of employment must have arisen withoutExecutive’s written consent; (ii) Executive must provide written Notice of Breach to the Company of such condition in accordance withSection 10.1 within 90 days of the initial existence of the condition specified in the Notice of Breach; and (iii) the condition specified inthe Notice of Breach must remain uncorrected for 30 days after receipt of the Notice of Breach by the Company. Any Notice of Breachshall be deemed void if the Company cures the matter giving rise to Good Reason under this Section 1.11 within 30 days of the receipt ofthe Notice of Breach.1.12 “Impaired” or “Impairment” means:(a) the Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any are available toExecutive; or(b) the Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement byreason of any medically determinable physical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than 180 days, as determined by the Company and certified in writingby a competent medical physician selected solely by the Company in the event of any alleged mental impairment and, inthe event of any alleged physical impairment by the Company with the Executive having the right to approve suchselection (however, if the Executive fails to approve the Company’s first two selections within ten days of being notifiedof each such selection, the Company will have the right thereafter to designate any licensed medical physician on staffwith either the Baylor College of Medicine or Methodist Hospital, each located in Houston, Texas).1.13 “Notice of Breach” shall mean a written notice delivered to the other party within the time period required under thedefinition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that theparty contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges toexist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable,claims provide the basis for such breach or other condition.1.14 “Notice of Termination” shall mean a written notice delivered to the other party indicating the specific terminationprovision in this Agreement relied upon for termination of Executive’s employment and the Date of Termination and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision soindicated and shall include a Notice of Breach, but only at the time and to the extent such Notice of Breach becomes a Notice ofTermination under Section 3.3.1.15 “Parent Company” shall mean Cardtronics plc, a public limited company organized under English law, or any successorthereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including, without limitation, anyEntity otherwise resulting from a Corporate Transaction.1.16 “Person” shall mean (a) an individual or Entity and (b) for purposes of the definition of “Change in Control” and relatedprovisions shall have the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holdingsecurities under a Benefit Plan of the Parent Company or any of its Affiliated companies, (iii) an underwriter temporarily holding securitiespursuant to an offering by the Parent Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of theParent Company in substantially the same proportion as their ownership of shares of the Parent Company.1.17 “Section 409A Payment Date” shall have the meaning set forth in Section 7.2(b).1.18 “Subsidiary” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or any majority-ownedsubsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significant financial interest providedthat the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary for the purposes of this Agreement.3 ARTICLE IIEMPLOYMENT AND DUTIES2.1 Employment; Commencement Date. Executive commenced employment with the Company on February 12, 2018 the“Commencement Date”). From and after such date, the Company agrees to employ Executive, and Executive agrees to be employed bythe Company. With effect on the Effective Date, Executive agrees to be employed by the Company pursuant to the terms of thisAgreement and continuing for the period of time set forth in Article III, subject to the terms and conditions of this Agreement.2.2 Positions. From and after the Commencement Date, the Company shall employ Executive in the position of Chief HumanResource Officer (“CHRO”) of the Company or in such other position or positions as the parties mutually may agree, and Executive shallreport to the Chief Executive Officer (“CEO”) of the Company.2.3 Duties and Services. Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently andto the best of Executive’s abilities the duties and services appertaining to such position(s) as well as such additional duties and servicesappropriate to such position(s) as may be assigned, from time to time, by the Company. Executive’s employment shall also be subject tothe policies maintained 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.2.4 Other 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’s passivepersonal investments, (b) engage in charitable and civic activities, (c) at the sole discretion of the Board, serve on the boards of other for-and non-profit Entities, and (d) engage in de minimis other activities such as non-commercial speeches; provided, however, that suchactivities shall be permitted solely if such activities do not conflict with the business and affairs of the Company or interfere withExecutive’s performance of Executive’s duties hereunder or any restrictive covenant in favor of the Company or its Affiliate, in each case,as determined by the Company.2.5 Duty of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity andallegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation ofthe Company or any of its Affiliates. In keeping with these duties, Executive shall make full disclosure to the Company of all businessopportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunitiesconcerning the subject matter of the fiduciary relationship.ARTICLE IIITERM AND TERMINATION OF EMPLOYMENT3.1 Term. Subject to the remaining terms of this Article III, this Agreement shall be for an initial term that begins on theCommencement Date and continues in effect through the fourth anniversary of the Commencement Date (the “Initial Term”) and, unlessterminated 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 Agreement for a Renewal Term, the Company orExecutive must provide a Notice of Termination to the other party at least 90 days before the expiration of the then-current Initial Term orRenewal Term, as applicable. In the event that one party provides the other party with a Notice of Termination pursuant to this Section 3.1,no further automatic extensions will occur and this Agreement and Executive’s employment with the Company shall terminate at the endof the then-existing Initial Term or Renewal Term, as applicable.3.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Company may terminateExecutive’s employment and this Agreement during the Term immediately and at any time for any of the following reasons by providingExecutive with a Notice of Termination:(a) Impairment: if the Executive is Impaired, the Company may, at its sole discretion, elect not to immediately terminate theExecutive but rather to employ someone to undertake Executive’s authorities, duties and responsibilities with respect tothe Company and its Affiliates, including with Executive’s title and reporting lines, during the period from the onset ofany Impairment until Executive’s employment with the Company is terminated or the Executive otherwise returns to fullduties. Notwithstanding anything to the contrary, any such action by the Company will not constitute Good Reason,constructive termination or breach of this Agreement or otherwise, provided further that, if Executive recovers from theImpairment prior to the date Executive would qualify for long term disability benefits and the Company does not returnExecutive to Executive’s position, Executive shall have the right to resign for Good Reason in accordance4 with the terms of this agreement;(b) Death: automatically upon Executive’s death;(c) Cause: for Cause; or(d) Discretion of the Company: for any other reason whatsoever (other than as set forth in Sections 3.2(a), (b) or (c) or for noreason at all, in the sole discretion of the Board.3.3 Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the right toterminate Executive’s employment and this Agreement during the Term for Good Reason or for any other reason whatsoever or for noreason at 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 less than 90days from the date such Notice of Termination is provided, and the Company may require a Date of Termination earlier than that specifiedin the Notice of Termination (and, if such earlier Date of Termination is so required by the Company, that shall be the “Date ofTermination” as defined in Section 1.1, and it shall not otherwise change the basis for Executive’s termination nor be construed orinterpreted as a termination of employment pursuant to Section 3.1 or Section 3.2). In the event Executive intends to terminateemployment with the Company for Good Reason because the Company failed to cure the event described in the Notice of Breach within30 days of receipt of the Notice of Breach, the Notice of Breach shall automatically be deemed a Notice of Termination, effectiveimmediately upon the expiration of the cure period described in Section 1.11. If Executive fails to provide the Company with the requisiteNotice of Termination under this Section 3.3, Executive forfeits the right to any contingent future payments under this Agreement.3.4 Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to the termination ofExecutive’s employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officerof the Company and each Affiliate of the Company (including the Parent Company), and an automatic resignation of Executive from theBoard (if applicable) and from the board of directors of the Company and any Affiliate of the Company and from the board of directors orsimilar governing body of any Entity in which the Company or any Affiliate holds an equity interest and with respect to which board orsimilar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative.3.5 Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to haveterminated employment with the Company only when Executive incurs a “separation from service” with the Company within the meaningof Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder (“Separation From Service”). Forpurposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination ofemployment” or like terms shall mean “separation from service”.ARTICLE IVCOMPENSATION AND BENEFITS4.1 Base Salary. During the Term of this Agreement, Executive shall receive a minimum, annualized gross base salary of$300,000 (the “Base Salary”). Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’sstandard policy regarding payment of compensation to executives but no less frequently than monthly.4.2 Cash Incentive Plan Awards. Executive shall be eligible to receive an annual bonus in respect of each calendar yearduring the Term (“Annual Bonus”) based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of theCardtronics, Inc. Annual Executive Cash Incentive Plan (and/or other then-current or similar or successor plan, the “AECIP”) and subjectto the terms and conditions of the AECIP, it being understood that (a) the target Annual Bonus at planned or targeted levels of performanceshall equal 75% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus to be paid to the Executive shall bedetermined in the sole discretion of the Board (or a committee thereof) and may range between 0% and 200% of the target Annual Bonus.The Company shall pay each Annual Bonus with respect to a calendar year no later than March 15 of the calendar year following the yearto which the Annual Bonus relates, 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 the Effective Date,then the Annual Bonus for such year shall be prorated based on the ratio of the number of days during such calendar year that Executivewas employed by the Company to the number of days in such calendar year.4.3 Stock Incentive Plan Awards. Executive shall be eligible to receive an annual equity award each5 calendar year during the Term (“Annual Equity Award”) with a grant date value at target equal to 100% of Base Salary, based on criteriadetermined in the sole discretion of the Board (or a committee thereof) as part of the Cardtronics, Inc. Third Amended and Restated 2007Stock Incentive Plan (and/or other then-current or similar or successor plan, “Stock Incentive Plan”).4.4 Other Perquisites. During the Term, the Company shall provide Executive with substantially the same perquisitebenefits made available to similarly situated executive officers of the Company generally, from time to time.4.5 Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive inperforming services during the Term, including all expenses of travel and living expenses while away from home on business or at therequest of and in the service of the Company; provided, in each case, that such expenses are incurred and accounted for in accordance withthe policies and procedures established by the Company from time to time. Any reimbursement of expenses pursuant to this Section 4.6shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to theCompany (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurredby Executive).4.6 Vacation and Sick Leave. During the Term, Executive shall be entitled to (a) sick leave in accordance with theCompany’s policies applicable to similarly situated executive officers of the Company from time to time and (b) 4 weeks paid vacationeach calendar year (up to 40 hours of which may be carried forward to a succeeding year).4.7 Offices. Subject to Articles II, III and IV, Executive agrees to serve without additional compensation, if elected orappointed thereto, as an officer (in addition to the position specified in Section 2.2) or director of the Company or any of the Company’sAffiliates and as a member of any committees of the board of directors of any such Entities and in one or more executive positions of any ofthe Company’s Affiliates.ARTICLE VPROTECTION OF INFORMATION5.1 Work Product. For purposes of this Article V, the term “the Company” shall include the Company and any of itsAffiliates (including the Parent Company), and any reference to “employment” or similar terms shall include an officer, director and/orconsulting 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, productdevelopments, discoveries, systems, techniques, devices, models, prototypes, copyrightable works, mask works, trademarks, service marks,trade dress, business slogans, written materials and other things of value conceived, reduced to practice, made or learned by Executive,either alone or with others, while employed with the Company (whether during business hours or otherwise and whether on Company’spremises or otherwise) that relate to the Company’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 andexclusive property of the Company (or its Affiliates) forever. Executive hereby assigns to the Company all of Executive’s right, title, andinterest to all such 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 prior toExecutive’s employment with the Company.5.2 Confidential Information. During Executive’s employment with the Company, the Company agrees to and shall provideto Executive confidential, proprietary, non-public and/or trade secret information regarding the Company that Executive has notpreviously had access to or knowledge of before the execution of this Agreement including, without limitation, Work Product, technicalinformation, corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes,research, financial and sales data, business and marketing plans, strategies, financing, plans, business policies and practices of theCompany, and/or Affiliates of the Company, know-how, specialized training, mailing lists, acquisition prospects, identity of customers ortheir requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects,potential client lists, employee records, pricing information, evaluations, opinions, interpretations, production, marketing andmerchandising techniques, prospective names and marks or other forms of information considered by the Company to be confidential,proprietary, non-public or in the nature of trade secrets (hereafter collectively referred to as “Confidential Information”) that the Companyand its Affiliates desire to protect.5.3 No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all ConfidentialInformation and Work Product of the Company and its Affiliates. Executive agrees that Executive will not, at any time during or afterExecutive’s employment with the Company, make any unauthorized disclosure of, and Executive6 shall not remove 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 reasonable efforts tocause all Persons to whom any Confidential Information shall be disclosed by Executive hereunder to preserve and protect theconfidentiality of such Confidential Information. At the request of the Company at any time, Executive agrees to deliver to the Companyall Confidential Information that Executive may possess or control. Executive agrees that all Confidential Information of the Company(whether now or hereafter existing) conceived, discovered or made by Executive during the period of Executive’s employment by theCompany exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified ConfidentialInformation, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requestedby the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries ofExecutive’s obligations under this Article V. As a result of Executive’s employment by the Company, Executive may also from time totime have access to, or knowledge of, 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 suchthird party Confidential 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 work as anemployee of the Company; (b) when required to do so by a court of law, by any governmental agency having apparent supervisoryauthority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparentjurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is sorequired, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that theCompany may seek an appropriate protective order; or (c) as to such Confidential Information that becomes generally known to the publicor trade without his violation of this Section 5.3. Upon termination of Executive’s employment by the Company for any reason, Executivepromptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible),to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right,without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for thepurpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation orproceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or(iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the EqualEmployment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S.Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any otherfederal, state, or local governmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to hereinas “Protected Activities.”5.4 Ownership by the Company. If, during Executive’s employment by the Company, Executive creates any work ofauthorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, oracquisitions, computer programs, electronic mail, voice mail, electronic databases, drawings, maps, architectural renditions, models,manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by Executiveor jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), including anyWork Product, the Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’semployment; or, if the work relating to the Company’s business, products or services is not prepared by Executive within the scope ofExecutive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture orother audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall beconsidered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’s business,products, or services is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that isdeemed to be a work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and by thesepresents does assign, to the Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyrighttherein.5.5 Assistance by Executive. During the period of Executive’s employment by the Company, Executive shall assist theCompany and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and toConfidential Information and Work Product and the execution of all formal assignment documents requested by the Company or itsnominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreigncountries. After Executive’s employment with the Company terminates, at the request from time to time and expense of the Company or itsAffiliates, Executive shall reasonably assist the Company and its nominee, at reasonable times and for reasonable periods and forreasonable compensation, in the protection of the7 Company’s or its Affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product and the execution ofall formal assignment 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.5.6 Remedies. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this ArticleV by Executive, and the Company or its Affiliates shall be entitled to enforce the provisions of this Article V by immediately terminatingpayments then owing to, or the rights of, Executive under Section 7.1(b)(i) through (v) or otherwise upon its determination of any suchbreach and to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shallnot be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at law or in equity,including the recovery of damages from Executive and Executive’s agents. However, if it is determined that Executive has not committed abreach of this Article V, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive andExecutive’s spouse, if applicable, all payments and benefits that had been suspended pending such determination.5.7 Immunity from Liability for Confidential Disclosure of Trade Secrets. Executive shall not be held criminally orcivilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly orindirectly to a Federal, State or local government official, or to an attorney, solely for the purpose of reporting or investigating, aviolation of law. Executive shall also not be held criminally or civilly liable under any Federal or State trade secret law for the disclosureof a trade secret made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. IfExecutive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose thetrade secret to Executive’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secretis filed under seal and does not disclose the trade secret, except pursuant to court order. However, Executive is not authorized to makeany disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney workproduct doctrine without prior written consent of the Company’s General Counsel or another authorized officer designated by theCompany. This Section 5.7 will govern to the extent it may conflict with any other provision of this Agreement.ARTICLE VISTATEMENTS CONCERNING THE COMPANY6.1 Statements by Executive. Executive shall not, at any time, publicly or privately, verbally or in writing, directly orindirectly, make or cause to be made any defaming and/or disparaging, derogatory, misleading, or false statement about the Company orits Affiliates, their products, or any current or former directors, officers, employees, or agents of the Company or its Affiliates, or thebusiness strategy, plans, policies, practices, or operations of the Company or its Affiliates, to any person or entity, including withoutlimitation, members of the investment community, press, customers, competitors, employees, and advisors of the Company or itsAffiliates. This Section 6.1 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined inSection 5.3. A violation or threatened violation of this prohibition may be enjoined by the courts and would be considered a materialbreach of this Agreement. The rights afforded the Company and its Affiliates under this provision are in addition to any and all rights andremedies otherwise afforded by law.ARTICLE VIIEFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION7.1 Effect of Termination of Employment on Compensation – Impairment and Death, Cause, Resignation without GoodReason and election by Executive not to renew the Initial Term or any Renewal Term(a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) (Impairment), 3.2(b)(Death), 3.2(c) (Cause), pursuant to Executive’s resignation other than for Good Reason, or by Executive’s election not to renew the InitialTerm or any Renewal 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 accrued and unpaid Base Salary to the Date of Termination;(ii) except in the case of a termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar yearending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);8 (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement inaccordance with Section 4.5; and(iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than anyseverance plan or program).(b) In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) (Impairment) or 3.2(b) (Death),subject to the Executive’s or Executive’s representative’s or estate’s, as applicable, delivery, within 30 days (or 45 days if the Companydetermines necessary and set forth in the Release (defined below)) after the date of such termination of employment, of an executed releasesubstantially in the form of the release attached as Appendix A (the “Release”) and subject to Executive’s or Executive’s representative’sor estate’s, as applicable, compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, theExecutive’s outstanding equity awards shall be treated as follows, unless the applicable award agreement provides for more favorabletreatment:(i) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’sannual LTIP, shall fully vest as of the Date of Termination,(ii) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or servicethat would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Dateof Termination, shall vest as of the Date of Termination,(iii) awards that vest solely or in part based on performance goals:(A) for a termination of employment during the performance period, such awards shall be deemed earned atthe target level of performance and a pro-rata number of awards shall vest based on the number of fulland partial months the Executive was employed within the performance period over the number of totalmonths in the performance period; and(B) for a termination of employment following the end of a performance period applicable to an award, anyawards earned during the performance period shall fully vest.7.2 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause other than within 24 Months Following a Change in Control(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action ofthe Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the InitialTerm or any Renewal 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 all payments set forth in Section7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release)after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject toExecutive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receivethe following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteriaestablished pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be proratedthrough and including the Date of Termination (based on the ratio of the number of days Executive was employed by theCompany during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);(ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as ofthe Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments inaccordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; providedthat the first payment shall commence on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination and shall include any amounts otherwise due prior thereto;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under9 the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”),as determined by the Company on the Date of Termination and (ii) eighteen (18); and(iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment:(A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of theCompany’s annual LTIP, shall fully vest as of the Date of Termination,(B) any equity awards granted as part of the annual LTIP that vest solely based on continued employmentor service that would have, but for the termination of the Executive’s employment, vested in the 12months immediately following the Date of Termination, shall vest as of the Date of Termination,(C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,(I) for a termination of employment during the first 12 calendar months of a performance periodapplicable to an award, such awards shall be forfeited;(II) for a termination of employment following the end of the first 12 calendar months of a performanceperiod, but prior to end of that performance period, such awards shall be earned at the actual levelof performance and a pro-rata number of awards based on the number of full and partial months theExecutive was employed within the performance period over the number of total months in theperformance period shall vest in accordance with the terms of the relevant award; and(III) for a termination of employment following the end of the performance period applicable to anaward, any awards earned during that performance period shall fully vest as of the Date ofTermination.7.3 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause within 24 Months Following a Change in Control.(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action ofthe Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the InitialTerm or any Renewal Term in accordance with Section 3.1), in each case, within twenty-four (24) months following a Change in Control,then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment,except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of anexecuted release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of thisAgreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from theCompany (but no other compensation or benefits after such termination):(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year at target, which amount shall be prorated through and including the Date ofTermination (based on the ratio of the number of days Executive was employed by the Company during such year to the numberof days in such year), payable in a lump-sum on the first payroll date that falls on or immediately following the 60 day afterExecutive’s Date of Termination;(ii) the Company shall pay to Executive an amount equal to two times the sum of Executive’s Base Salary as of theDate of Termination and the Average Annual Bonus, in a lump sum on the first payroll date that falls on or immediately followingthe 60th days after Executive’s Date of Termination;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’sgroup health plans under COBRA, as determined by the Company on the Date of Termination and (ii) eighteen (18); and(iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment and provided the applicable stock incentive plan allows: (A)10 thany sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shallfully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based oncontinued employment or service that would have, but for the termination of the Executive’s employment, vested following theDate of Termination, shall fully vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vestsolely or in part based on performance goals, (1) for a termination of employment during the performance period applicable to anaward, such awards shall be deemed earned at the greater of actual or target level of performance and any time-vesting conditionshall be satisfied as of the Date of Termination and (2) for a termination of employment following the end of the performanceperiod applicable to an award, any awards earned during the performance period, and that would have, but for the termination ofthe Executive’s employment, vested following the Date of Termination, shall fully vest as of the Date of Termination. In the eventthe applicable stock incentive plan does not allow for vesting of any award as outlined herein, Executive shall be entitled to themost favorable treatment for vesting of that award available under the applicable stock incentive plan.The payments and benefits set forth in this Section 7.1, 7.2 and 7.3, as applicable, shall be the Executive’s sole right to severance ortermination pay.7.4 Section 409A of the Code.(a) It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Code andapplicable administrative guidance issued thereunder. Accordingly, to the extent there is any ambiguity as to whether one or moreprovisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, thenthose provisions shall be interpreted and applied in a manner that does not result in an imposition of a tax or penalty under Section 409Aof the Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in thisAgreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neitherthe Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit throughExecutive) for any 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 to Section409A of the Code.(b) Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executive becomesentitled under this Article VII and which constitute deferred compensation within the meaning of Section 409A of the Code shall be madeor paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s termination ofemployment or (ii) the date of Executive’s death ((i) or (ii), as applicable, the “Section 409A Payment Date”), if (x) Executive is deemed ontermination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of theParent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwiserequired in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable delayperiod, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining paymentsor benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.(c) For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to thisAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreementspecifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date oftermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.(d) The following provisions shall apply to such reimbursements and any other reimbursements or in-kind benefits providedpursuant to this Agreement in order to assure that such reimbursements do not create a deferred compensation arrangement subject toSection 409A of the Code: (i) the amount of reimbursements or in-kind benefits to which Executive may become entitled in any onecalendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided hereunder in any othercalendar year, (ii) each reimbursement to which Executive becomes entitled shall be made no later than the close of business of thecalendar year following the calendar year in which the reimbursable expense is incurred; and (iii) executive’s right to reimbursement or in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.11 ARTICLE VIIINON-COMPETITION AGREEMENT8.1 Definitions. 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 services provided bythe Company and its Affiliates during such period and other products and services that are functionally equivalent to the foregoing, and(b) during the portion of the Prohibited Period that begins on the termination of Executive’s employment with the Company, the productsand services provided by the Company and its Affiliates at the time of such termination of employment and other products and servicesthat are functionally equivalent to the foregoing.“Competing Business” means any business or Person that wholly or in any significant part engages in any business competingwith the Business in the Restricted Area. In no event will the Company or any of its Affiliates be deemed a Competing Business.“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the UnitedStates or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory 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 the foregoing that relatesto environmental standards or controls, energy regulations and occupational, safety and health standards or controls including thosearising under environmental laws) of any Governmental Authority.“Prohibited Period” means the period during which Executive is employed by the Company hereunder and a period of two (2)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 of Executive’stermination of employment with the Company.8.2 Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitationprovisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant toArticle V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the tradesecrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliatesor created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developedthrough the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates;and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions ofthis Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 areancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. Section 15.50-15.52.(a) Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during the ProhibitedPeriod (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and(ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or anindependent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell orlease 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 theoutstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securitiesexchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating theprovisions of Section 8.2(a), provided that Executive does not have the power, directly or indirectly, to control or direct the managementor affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained inSection 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at suchinstitution 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) directly orindirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of theCompany or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant,agent, or independent contractor of the Company or any of its Affiliates, to12 terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by anybusiness or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any businessor Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, toterminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing,the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independentcontractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than forcause).(d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for noreason at all, to waive the provisions of this Article VIII on a case-by-case basis.8.3 Relief. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Article VIIIby Executive, and that the Company and/or its Affiliates shall be entitled to enforce the provisions of this Article VIII by immediatelyterminating payments then owing to Executive under Section 7.1(b)(i) through (iv) or otherwise upon its determination of any such breachand to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not bedeemed the exclusive remedies for a breach of this Article VIII but shall be in addition to all remedies available at law or in equity,including the recovery of damages from Executive. However, if it is determined that Executive has not committed a breach of this ArticleVIII, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive all payments and benefitsthat had been suspended pending such determination.8.4 Reasonableness; Enforcement. Executive hereby represents to the Company that Executive has read and understands,and agrees to be bound by, the terms of this Article VIII. Executive and the Company understand and agree that the purpose of theprovisions of this Article VIII is to protect the legitimate business interests and goodwill of the Company. Executive acknowledges thatthe limitations as to time, geographical area and scope of activity to be restrained as contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable and do not impose any greater restraint than is necessary to protect the legitimate businessinterests of the Company in light of (a) the nature and wide geographic scope of the operations of the Business, (b) Executive’s level ofcontrol over and contact with the Business in all jurisdictions in which it is conducted, (c) the fact that the Business is conductedthroughout the Restricted Area and (d) the amount of compensation and Confidential Information that Executive is receiving inconnection with the performance of Executive’s duties hereunder. It is the desire and intent of the parties that the provisions of this ArticleVIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, tothe extent 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.8.5 Reformation. The Company and Executive agree that the foregoing restrictions are reasonable under the circumstancesand that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Company and its Affiliates.Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in theRestricted Area during the Prohibited Period, but acknowledges that Executive will receive sufficiently high remuneration and otherbenefits from the Company to justify such restriction. Further, Executive acknowledges that Executive’s skills are such that Executive canbe gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent Executive from earning aliving. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broadas to geographic area or time, or otherwise unenforceable, the parties agree that any such court is expressly authorized to modify any suchunenforceable provision of this Article VIII in lieu of severing such unenforceable provision in its entirety, whether by rewriting theoffending provision, deleting any or all of the offending provision, adding additional language to this Article VIII, or by making suchother modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extentpermitted by law. The parties expressly agree that this Article VIII, as so modified by the court, shall be binding upon and enforceableagainst each of them. By agreeing to this contractual modification prospectively at this time, the Company and Executive intend to makethis provision enforceable under the law or laws of all applicable States, Provinces and other jurisdictions so that the entire agreement notto compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.Such modification shall not affect the payments made to Executive under this Agreement.ARTICLE IXDISPUTE RESOLUTION9.1 Dispute Resolution. If any dispute arises out of this Agreement or out of or in connection with any equity compensationaward made to Executive by the Company or any of its Affiliates, the complaining party shall provide the other13 party 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-bindingmediation with the assistance of a neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral unaffiliatedmediator, they shall seek the assistance of the American Arbitration Association (“AAA”) in the selection process. If mediation isunsuccessful, or if mediation is not requested by a party, either party may by written notice demand arbitration of the dispute as set outbelow, and each party hereto expressly agrees to submit to, and be bound by, such arbitration; provided, however, that any party to thisAgreement may seek provisional relief, including temporary restraining orders, temporary protective orders, and preliminary injunctiverelief, pending arbitration or in aid of arbitration, or both, against the other parties hereto in federal and state courts of competentjurisdiction and provided, further, that any party to this Agreement may seek to enforce, confirm, modify, or vacate an arbitration award inany federal and state court of competent jurisdiction.(a) Unless the parties agree on the appointment of a single arbitrator, the dispute shall be referred to one arbitrator appointedby the AAA. The arbitrator will set the rules and timing of the arbitration, but will generally follow the commercial rules of the AAA andthis 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; providedthat each party shall be responsible for his or its own attorney fees.9.2 Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class actionbasis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolveand make written awards is limited to claims between the Executive and the Company alone. Claims may not be joined or consolidatedunless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in anydispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, and withoutwaiving either party’s right of appeal, if any portion of this class action waiver provision is deemed invalid or unenforceable, then theentire arbitration clause in this Agreement (other than this sentence) shall be void.ARTICLE XMISCELLANEOUS10.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writingand shall be deemed to have been duly given (a) when received if delivered personally, (b) on the date receipt is acknowledged if deliveredby certified mail, postage prepaid, return receipt requested, (c) when received if delivered by overnight courier, or (d) one day aftertransmission if sent by e-mail, with confirmation of transmission, as follows:If to Executive, addressed to: Geri House12723 Cobblestone DriveHouston, TX 77024ghouse@cardtronics.com if to the Company, addressed to: Cardtronics USA, Inc.3250 Briarpark Drive, Suite 400Houston, Texas 77042Attention: General CounselEmail: 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 changes of addressshall be effective only upon receipt. If either party provides notice by e-mail, the party must also send notice by one of the other deliverymethods listed in this Section 10.1, but failure to do so shall not invalidate the e-mail transmission.14 10.2 Applicable 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, withoutregard 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 arbitration underthe terms of this Agreement, the parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courtslocated in the State of Texas.10.3 Indemnification.(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 agreement betweenExecutive and such Former Employer, or (ii) Executive or his estate, if Executive is made a party, or is threatened to be made a party, toany action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is orwas a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member,employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans, whether or 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 the Companyand 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) reasonably incurred or suffered byExecutive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member,employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators;provided, however, that Executive shall not be indemnified and held harmless by the Company for any cost, expense, liability, or lossrelating to a Proceeding concerning any action of the Executive in which a court of competent jurisdiction determines that such actionconstitutes fraud, embezzlement, gross negligence, or any criminal act. In order to be entitled to the above described indemnificationExecutive must provide prompt written notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled todefend such Proceeding and to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessaryso long as Executive 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 to thefullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him in connectionwith a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include anundertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnifiedagainst such costs and expenses. Notwithstanding anything in this Section 10.3 to the contrary, unless an earlier payment date is specifiedabove, Executive shall be paid (or paid on Executive’s behalf), in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), allamounts to which Executive is entitled under this Section 10.3 promptly but no later than the end of the calendar year following thecalendar year in which the indemnifiable expense is incurred.(b) Neither the failure of the Company (including their boards of directors, independent legal counsel or stockholders) tohave made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive underSection 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination bythe Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicablestandard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct.(c) The Company will continue and maintain a directors and officers’ liability insurance policy covering Executive to theextent the Company provides such coverage for its directors and other executive officers during the term of Executive’s employment withthe Company and thereafter until the expiration of all applicable statutes of limitations.(d) If the Company enters into an indemnification agreement with any of its directors or executive officers, the Company tothe fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no lessfavorable than those set forth in any such indemnification agreement.(e) No Conflict With Prior Agreements. Executive represents and warrants that Executive’s performance of all the terms ofthis Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, withoutlimitation, any agreement relating to any proprietary information, knowledge or data15 acquired in confidence, trust or otherwise) to which Executive is a party or by the terms of which Executive may be bound. Executivefurther covenants and agrees not to enter into any agreement or understanding, either written or oral, in conflict with the provisions of thisAgreement10.4 No Waiver. No failure by either party hereto at any time to provide notice of any breach by the other party of, or torequire compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.10.5 Severability. 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 other provisionof this Agreement, and all other provisions shall remain in full force and effect.10.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same Agreement.10.7 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and paymentsmade pursuant to this Agreement all federal, foreign, state, city and other taxes and withholdings as may be required pursuant to any law orgovernmental regulation or ruling.10.8 Headings. The Section headings have been inserted for purposes of convenience and shall not be used for interpretivepurposes.10.9 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and thesingular number includes the plural and conversely.10.10 Successors.(a) This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws ofdescent and distribution. The rights, benefits and obligations of Executive hereunder shall not be subject to voluntary or involuntaryassignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the Company. In addition,any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. ThisAgreement may be assigned to any successor (whether direct or indirect, by purchase, merger, consolidation, amalgamation, scheme ofarrangement, exchange offer, operation of law or otherwise (including any purchase, merger, amalgamation, Change in Control or otherCorporate Transaction involving the Company or any Subsidiary or Affiliate of the Company)) by operation of law or expressly inconnection with a disposition of substantially all of the assets of the Company. As used in this Agreement, “Company” shall mean theCompany as hereinbefore defined and any successor to its business and/or assets as provided above.10.11 Term. Termination of Executive’s employment under this Agreement shall not affect any right or obligation of any partywhich is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles I, V, VI, VII, VIII, IX and X shall survive any termination of the employment relationship and/or of this Agreement.10.12 Entire Agreement. Except as provided in any signed written agreement contemporaneously or hereafter executed by theCompany and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, andcontains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment ofExecutive by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the dateof execution of this Agreement (including without limitation the employment agreement between the Executive and the Company datedFebruary 7, 2018) and relating to the subject matter hereof are hereby null and void and of no further force and effect.10.13 Modification; Waiver. Any modification to or waiver of this Agreement will be effective only if it is in writing andsigned by the parties.10.14 Actions 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 the members ofthe Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote, participate or decideupon any such matter.10.15 Changes Due to Compliance with Applicable Law. Executive understands that certain laws, as well as16 rules and regulations promulgated by the Securities and Exchange Commission (including without limitation under the Dodd-Frank WallStreet Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002) and/or by securities exchanges, do and will require theCompany to recoup, and Executive to repay, incentive compensation payable hereunder under the circumstances set forth under such laws,rules and regulations. Such requirements will be set forth from time to time in policies adopted by the Company (so-called “clawback”policies) and Executive acknowledges receipt of the Company’s current clawback policy. Executive acknowledges that amounts paid orpayable pursuant to this Agreement as incentive compensation or otherwise by the Company shall be subject to clawback to the extentnecessary to comply with such laws, rules, regulations and/or policy, which clawback may include forfeiture, repurchase and/orrecoupment of amounts paid or payable hereunder, and Executive agrees to repay such amounts (whether or not still employed by theCompany or any of its Affiliates), as required by such laws, rules, regulations or policy. Executive shall repay the Company in cash inimmediately available funds within 60 days of demand for payment by the Company or as otherwise agreed by the Company in its solediscretion.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. The Executivehereby consents to any changes to the current policy that are adopted to comply with applicable law, rules or regulations (including bysecurities exchanges). Further, if determined necessary or appropriate by the Board, Executive agrees to enter into an amendment to thisAgreement or a separate written agreement with the Company to comply with such laws, rules and regulations thereunder if requiredthereby or determined appropriate by the Board in its reasonable discretion.10.16 Cooperation with Litigation. Notwithstanding this Agreement, Executive agrees to reasonably cooperate with Companyby making Executive reasonably available, at the Company’s reasonable request, to testify on behalf of the Company or any of itsAffiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of itsAffiliates in any such action, suit, or proceeding by providing information to and meeting and consulting with Company any of itsAffiliates or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall notmaterially interfere with Executive's then current activities (to the extent the Executive is no longer employed by the Company) and shallbe done in a manner to limit any interference with other activities and any required travel and that the Company agrees to reimburseExecutive for all reasonable out of pocket expenses reasonably incurred in connection with such cooperation by Executive. This Section10.16 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3.(Signature page follows) 17 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: CARDTRONICS USA, INC. By:Edward H. West Name:/s/ Edward H. West Title: CEO EXECUTIVE: Geri R. House Name: /s/ Geri R. House [Signature Page to Employment Agreement] APPENDIX ARELEASE AGREEMENTThis Release Agreement (this “Agreement”) constitutes the release referred to in the Employment Agreement (the “EmploymentAgreement”) dated as of [insert date], by and between Geri R. House (“Executive”) and Cardtronics USA, Inc., a Delaware corporation(the “Company”).(a) For good and valuable consideration, including the Company’s provision of certain payments and benefits to Executivein accordance with Section 7.1(b) of the Employment Agreement, Executive hereby releases, discharges and forever acquits 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, successors and assigns of the foregoing, in their personal and representativecapacities (collectively, the “Company Parties”), from any and all liability for, and hereby waives, any and all claims, damages, or causesof action of any kind relating to Executive’s employment with any Company Party, the termination of such employment, and any otheracts or omissions on or prior to the date of this Agreement including, without limitation, any alleged violation through the date of thisAgreement of: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, asamended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) theEmployee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americanswith Disabilities Act of 1990, as amended; (viii) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical LeaveAct of 1993; (x) Chapter 21 of the Texas Labor Code; (xi) the Texas Whistleblower Act; (xii) the Delaware Discrimination in EmploymentAct; (xiii) the Delaware Persons with Disabilities Employment Protections Act; (xiv) the Delaware Whistleblowers’ Protection Act; (xv) theDelaware Fair Employment Practices Act; (xvi) any state anti-discrimination law; (xvii) any state wage and hour law; (xviii) any otherlocal, state or federal law, regulation or ordinance; (xix) any public policy, contract, tort, or common law claim; (xx) any allegation forcosts, fees, or other expenses including attorneys’ fees incurred in these matters; (xxi) any and all rights, benefits or claims Executive mayhave under any employment contract, incentive compensation plan or stock option plan with any Company Party or to any ownershipinterest in any Company Party except as expressly provided in the Employment Agreement and any stock option or other equitycompensation agreement between Executive and the Company; and (xxii) any claim for compensation or benefits of any kind notexpressly set forth in the Employment Agreement or any such stock option or other equity compensation agreement (collectively, the“Released Claims”).(b) The release of claims set forth in this Agreement shall not be applied to modify or affect: (i) Executive’s right to enforcethe terms of this Agreement or the Employment Agreement; (ii) Executive’s right to receive an award from a “Government Agency” (asdefined in Section 5.3 of the Employment Agreement) under its whistleblower program for reporting in good faith a possible violation oflaw to such “Government Agency”; (iii) any vested rights and benefits that Executive may have under any applicable Company benefit orcompensation plan; (iv) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemploymentinsurance laws; (v) Executive’s right to challenge the validity of this release under the ADEA; (vi) any rights that arise after the dateExecutive executes this Agreement; or (vii) any right where a waiver is expressly prohibited by law.(c) The Executive relinquishes any right, and agrees not to seek future employment or re-employment with any of theCompany Parties, and acknowledges that the Company Parties shall have the right to refuse to re-employ the Executive, in each casewithout liability of the Company Parties.(d) The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believedby the Executive to exist may subsequently be discovered, it is the intention of the Executive in executing this Agreement that the generalrelease in subsection (a) shall be effective as a full and final accord and satisfaction, and release of and from all liabilities, disputes, claims,and matters covered under the general release in subsection (a), known or unknown, suspected or unsuspected.(e) The furnishing of certain payments and benefits to Executive in accordance with Section 7.1(b) of the EmploymentAgreement will not be deemed an admission of liability or wrongdoing by the Company Parties. This Agreement is not intended toindicate that any Released Claims actually exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, inexchange for the consideration recited in subsection (a), any and all potential claims of this nature that Executive may have against theCompany Parties 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 as heirs or theexecutor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency orclass action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THESOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY,OF ANY OF THE COMPANY PARTIES.1 (f) By executing and delivering this Agreement, Executive acknowledges that:(i) the consideration given for the release in this Agreement is in addition to anything of value to which theExecutive was already entitled;(ii) Executive has carefully read this Agreement;(iii) Executive has had at least [21 days/45 days]to consider this Agreement before the execution and delivery hereofto the Company;(iv) Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discuss thisAgreement with an attorney of Executive’s choice and that Executive has had adequate opportunity to do so;and(v) Executive fully understands the final and binding effect of this Agreement; the only promises made to Executiveto sign this Agreement are those stated in the Employment Agreement and herein; and Executive is signing thisAgreement voluntarily and of Executive’s own free will, and that Executive understands and agrees to each ofthe terms of this Agreement.Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery (and therefore the effectiveness)of this Agreement within the seven day period beginning on the date Executive delivers this Agreement to the Company (such seven dayperiod being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed byExecutive and must be delivered to the address of the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, onthe last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, thisAgreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid if this Agreement is revoked byExecutive in the foregoing manner.Executed on this _______day of _____________, _______. STATE OF § §COUNTY OF § BEFORE ME, the undersigned authority personally appeared ___________________________, by me known or who producedvalid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to suchinstrument on this ___________ day of ______________, ________. NOTARY PUBLIC in and for the State of ____________ My Commission Expires: ____________ Identification produced: 2 Older Worker Benefit Protection Act Disclosure for a Group Termination1. This Employment Termination Program covers selected employees in the Company’s [INSERT DECISIONAL UNIT].2. Employees eligible to participate in the Program are those employees in the Company’s [INSERT DECISIONAL UNIT] whoseemployment with the Company is being terminated by the Company.3 Employees selected for the program have forty-five (45) days from the date of their receipt of this proposed agreement toparticipate by signing and returning the Release Agreement. Employees who choose to sign the Release Agreement shall have seven (7)days after signing and returning it to the Company to revoke it by delivering a signed revocation notice to the Company as provided in theRelease Agreement.4. The job titles and ages of all individuals selected for the program from the Company’s [INSERT DECISIONAL UNIT] and allindividuals in the same job titles not selected for the program from the Company’s [INSERT DECISIONAL UNIT] are as follows:Job TitleAgeNo. SelectedNo. Not Selected If you have any questions about this information, please contact [insert contact name] at [insert phone number]. Exhibit 10.60 EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement”), dated February 25, 2019 (the “Effective Date”) is made by and betweenCardtronics USA, Inc., a Delaware corporation (together with any successor thereof, the “Company”), and Aimie Killeen (“Executive”).WITNESSETH:WHEREAS, the Company desires to employ Executive on the terms and conditions, and for the consideration hereinafter setforth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.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 shall have thefollowing meanings:1.1 “Affiliate” shall mean any other Person that owns or controls, is owned or controlled by, or is under common ownershipor control with, such particular Person. Without limiting the scope of the preceding sentence, the Parent Company shall be deemed to bean Affiliate of the Company for all purposes of this Agreement.1.2 “Average Annual Bonus” shall mean the Executive’s Annual Bonus paid (or payable) at target.1.3 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, asamended 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 in grossnegligence, gross incompetence or willful misconduct in the performance of Executive’s duties with respect to the Company or any of itsAffiliates, (b) refused without proper legal reason to perform Executive’s duties and responsibilities to the Company or any of its Affiliates,(c) materially breached any material provision of this Agreement or any written agreement or corporate policy or code of conductestablished by the Company or any of its Affiliates, (d) willfully engaged in conduct that is materially injurious to the Company or any ofits Affiliates, (e) breached restrictive covenants in this Agreement or any other agreement between the Executive and the Company or anyof its Affiliates, (f) committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Companyor any of its Affiliates, or (g) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or anyfelony (or a crime of similar import in a foreign jurisdiction); provided that any assertion by the Company of a termination of employmentfor “Cause” shall not be effective unless the Company has provided written Notice of Breach to Executive.1.6 “Change in Control” shall mean and shall be deemed to have occurred if any event set forth in any one of the followingparagraphs shall have occurred:(a) the consummation of a merger of, or other business combination by, the Parent Company with or involving anotherentity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving the ParentCompany; or the sale of all or substantially all of the Parent Company’s or the Company’s Assets to another entity (anyof which, a “Corporate Transaction”); unless, following such Corporate Transaction, (a) the holders of equity securitiesof the Parent Company immediately prior to such transaction beneficially own, directly or indirectly, immediately aftersuch transaction, equity securities of the resulting or surviving parent entity, the transferee entity or any new direct orindirect parent entity of the Parent Company resulting from or surviving any such transaction (such entity, the“Successor Entity”) entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the Successor Entity in substantially the same proportion that they owned the equitysecurities of the Parent Company immediately prior to such transaction or (b) at least a majority of the members of theboard of directors (or comparable governing body) of the Successor Entity immediately following the CorporateTransaction were Incumbent Directors (defined below) at the time of the execution of the initial agreement providing forsuch Corporate Transaction;(b) upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into any entity inwhich the holders of equity securities of the Parent Company immediately prior to such liquidation or dissolutionbeneficially own, directly or indirectly, immediately after such liquidation or dissolution equity securities of the entityinto which the Parent Company was liquidated or dissolved entitled to 70% or more of the votes then eligible to be castin the election of directors generally (or comparable governing body) of such entity, in substantially the same proportionthat they owned the equity securities of the Parent Company immediately 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, but excludingany employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquires or gains ownershipor control (including, without limitation, power to vote) of more than 30% of the combined voting power of theoutstanding equity securities of the Parent Company, other than any entity in which the holders of equity securities ofthe Parent Company immediately prior to such acquisition beneficially own, directly or indirectly, immediately aftersuch acquisition, equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast inthe election of directors generally (or comparable governing body) of the acquiring entity, in substantially the sameproportion that they owned the equity securities of the Parent Company immediately prior to such acquisition or anyemployee benefit plan sponsored by any such entity (or any related trust thereto); or(d) during any period of twelve consecutive months the following individuals (the “Incumbent Directors”) cease for anyreason to constitute a majority of the number of directors then serving on the Board: individuals who, on the EffectiveDate, constitute the Board and any new director whose appointment or election by the Board or nomination for electionby the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then stillin office who either were directors on the Effective Date or whose appointment, election or nomination for election waspreviously so approved or recommended (other than such new director whose initial assumption of office is inconnection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation,relating to the election of directors of the Company by or on behalf of a Person other than 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, without limitation, thesecurities 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 the date of Executive’s Separation From Service set forth in the Notice of Terminationor the date of death, as applicable.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 diminution in Executive’s Base Salary of 5% or more, unless such reduction is part of an initiative that applies to andaffects all similarly situated executive officers of the Company substantially the same and proportionately;(b) a material diminution in Executive’s authority, duties, or responsibilities (including, in connection with a Change inControl or other Corporate Transaction, Executive being assigned to any position (including offices and reportingrequirements), authority, duties or responsibilities that are not at or with the Parent Company, engaged in the business ofthe successor to the Parent Company or the corporation or other Entity surviving or resulting from such CorporateTransaction), including, without limitation, Executive’s ceasing to be an officer of a publicly traded company;2 (c) in connection with a Change in Control or other Corporate Transaction, the involuntary relocation of the geographiclocation of Executive’s principal place of employment by more than 50 miles from its then current location;(d) a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure tocomply with this Agreement not occurring in bad faith.Notwithstanding the foregoing provisions of this Section 1.11 or any other provision in this Agreement to the contrary, any assertion byExecutive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (i)the condition described in Section 1.11(a), (b), (c), or (d) giving rise to Executive’s termination of employment must have arisen withoutExecutive’s written consent; (ii) Executive must provide written Notice of Breach to the Company of such condition in accordance withSection 10.1 within 90 days of the initial existence of the condition specified in the Notice of Breach; and (iii) the condition specified inthe Notice of Breach must remain uncorrected for 30 days after receipt of the Notice of Breach by the Company. Any Notice of Breachshall be deemed void if the Company cures the matter giving rise to Good Reason under this Section 1.11 within 30 days of the receipt ofthe Notice of Breach.1.12 “Impaired” or “Impairment” means:(a) the Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any are available toExecutive; or(b) the Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement byreason of any medically determinable physical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than 180 days, as determined by the Company and certified in writingby a competent medical physician selected solely by the Company in the event of any alleged mental impairment and, inthe event of any alleged physical impairment by the Company with the Executive having the right to approve suchselection (however, if the Executive fails to approve the Company’s first two selections within ten days of being notifiedof each such selection, the Company will have the right thereafter to designate any licensed medical physician on staffwith either the Baylor College of Medicine or Methodist Hospital, each located in Houston, Texas).1.13 “Notice of Breach” shall mean a written notice delivered to the other party within the time period required under thedefinition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that theparty contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges toexist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable,claims provide the basis for such breach or other condition.1.14 “Notice of Termination” shall mean a written notice delivered to the other party indicating the specific terminationprovision in this Agreement relied upon for termination of Executive’s employment and the Date of Termination and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision soindicated and shall include a Notice of Breach, but only at the time and to the extent such Notice of Breach becomes a Notice ofTermination under Section 3.3.1.15 “Parent Company” shall mean Cardtronics plc, a public limited company organized under English law, or any successorthereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including, without limitation, anyEntity otherwise resulting from a Corporate Transaction.1.16 “Person” shall mean (a) an individual or Entity and (b) for purposes of the definition of “Change in Control” and relatedprovisions shall have the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holdingsecurities under a Benefit Plan of the Parent Company or any of its Affiliated companies, (iii) an underwriter temporarily holding securitiespursuant to an offering by the Parent Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of theParent Company in substantially the same proportion as their ownership of shares of the Parent Company.1.17 “Section 409A Payment Date” shall have the meaning set forth in Section 7.2(b).1.18 “Subsidiary” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or any majority-ownedsubsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significant financial interest providedthat the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary for the purposes of this Agreement.3 1.19 “Approval of Lawful Permanent Resident Status” shall mean the receipt from USCIS of Form I-797 Notice of Approvalof Form I-485, Application to Register Permanent Residence or Adjust Status or its equivalent.ARTICLE IIEMPLOYMENT AND DUTIES2.1 Employment; Commencement Date and continuity of service. Executive commenced employment as Executive VicePresident, General Counsel & Secretary with the Company on March 28, 2017 (the “Commencement Date”) having been promoted to thisrole from General Counsel of one of the Company’s acquired Affiliates. From and after such date, the Company agrees to employExecutive, and Executive agrees to be employed by the Company. With effect from the Effective Date, Executive agrees to be employedby the Company pursuant the terms of this Agreement and continuing for the period of time set forth in Article III, subject to the terms andconditions of this Agreement. The Company hereby recognizes the Executive’s continuity of service with the Company from Executive’scommencement date with one of the Company’s Affiliates on March 12, 2013.2.2 Positions. From and after the Commencement Date, the Company shall employ Executive in the position of ExecutiveVice President, General Counsel & Secretary of the Company or in such other position or positions as the parties mutually may agree, andExecutive shall report to the Chief Executive Officer (“CEO”) of the Company.2.3 Duties and Services. Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently andto the best of Executive’s abilities the duties and services appertaining to such position(s) as well as such additional duties and servicesappropriate to such position(s) as may be assigned, from time to time, by the Company. Executive’s employment shall also be subject tothe policies maintained 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.2.4 Other 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’s passivepersonal investments, (b) engage in charitable and civic activities, (c) at the sole discretion of the Board, serve on the boards of other for-and non-profit Entities, and (d) engage in de minimis other activities such as non-commercial speeches; provided, however, that suchactivities shall be permitted solely if such activities do not conflict with the business and affairs of the Company or interfere withExecutive’s performance of Executive’s duties hereunder or any restrictive covenant in favor of the Company or its Affiliate, in each case,as determined by the Company.2.5 Duty of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity andallegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation ofthe Company or any of its Affiliates. In keeping with these duties, Executive shall make full disclosure to the Company of all businessopportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunitiesconcerning the subject matter of the fiduciary relationship.2.6 Green Card Process. Executive agrees to provide in a timely manner the necessary documentation and information asrequired to pursue her Lawful Permanent Resident Status.ARTICLE IIITERM AND TERMINATION OF EMPLOYMENT3.1 Term. Subject to the remaining terms of this Article III, this Agreement shall be for an initial term that begins on theCommencement Date and continues in effect through the fourth anniversary of the Commencement Date (the “Initial Term”) and, unlessterminated 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 Agreement for a Renewal Term, the Company orExecutive must provide a Notice of Termination to the other party at least 90 days before the expiration of the then-current Initial Term orRenewal Term, as applicable. In the event that one party provides the other party with a Notice of Termination pursuant to this Section 3.1,no further automatic extensions will occur and this Agreement and Executive’s employment with the Company shall terminate at the endof the then-existing Initial Term or Renewal Term, as applicable.3.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the Company may terminateExecutive’s employment and this Agreement during the Term immediately and at any time for any of the following reasons by providingExecutive with a Notice of Termination:4 (a) Impairment: if the Executive is Impaired, the Company may, at its sole discretion, elect not to immediately terminate theExecutive but rather to employ someone to undertake Executive’s authorities, duties and responsibilities with respect tothe Company and its Affiliates, including with Executive’s title and reporting lines, during the period from the onset ofany Impairment until Executive’s employment with the Company is terminated or the Executive otherwise returns to fullduties. Notwithstanding anything to the contrary, any such action by the Company will not constitute Good Reason,constructive termination or breach of this Agreement or otherwise, provided further that, if Executive recovers from theImpairment prior to the date Executive would qualify for long term disability benefits and the Company does not returnExecutive to Executive’s position, Executive shall have the right to resign for Good Reason in accordance with the termsof this agreement;(b) Death: automatically upon Executive’s death;(c) Cause: for Cause; or(d) Discretion of the Company: for any other reason whatsoever (other than as set forth in Sections 3.2(a), (b) or (c) or for noreason at all, in the sole discretion of the Board.3.3 Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the right toterminate Executive’s employment and this Agreement during the Term for Good Reason or for any other reason whatsoever or for noreason at 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 less than 90days from the date such Notice of Termination is provided, and the Company may require a Date of Termination earlier than that specifiedin the Notice of Termination (and, if such earlier Date of Termination is so required by the Company, that shall be the “Date ofTermination” as defined in Section 1.1, and it shall not otherwise change the basis for Executive’s termination nor be construed orinterpreted as a termination of employment pursuant to Section 3.1 or Section 3.2). In the event Executive intends to terminateemployment with the Company for Good Reason because the Company failed to cure the event described in the Notice of Breach within30 days of receipt of the Notice of Breach, the Notice of Breach shall automatically be deemed a Notice of Termination, effectiveimmediately upon the expiration of the cure period described in Section 1.11. If Executive fails to provide the Company with the requisiteNotice of Termination under this Section 3.3, Executive forfeits the right to any contingent future payments under this Agreement.3.4 Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to the termination ofExecutive’s employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officerof the Company and each Affiliate of the Company (including the Parent Company), and an automatic resignation of Executive from theBoard (if applicable) and from the board of directors of the Company and any Affiliate of the Company and from the board of directors orsimilar governing body of any Entity in which the Company or any Affiliate holds an equity interest and with respect to which board orsimilar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative.3.5 Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to haveterminated employment with the Company only when Executive incurs a “separation from service” with the Company within the meaningof Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder (“Separation From Service”). Forpurposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination ofemployment” or like terms shall mean “separation from service”.ARTICLE IVCOMPENSATION AND BENEFITS4.1 Base Salary. During the Term of this Agreement, Executive shall receive a minimum, annualized gross base salary of$360,000 (the “Base Salary”). Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’sstandard policy regarding payment of compensation to executives but no less frequently than monthly.4.2 Cash Incentive Plan Awards. Executive shall be eligible to receive an annual bonus in respect of each calendar yearduring the Term (“Annual Bonus”) based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of theCardtronics, Inc. Annual Executive Cash Incentive Plan (and/or other then-current or similar or successor plan, the “AECIP”) and subjectto the terms and conditions of the AECIP, it being understood that (a) the target Annual Bonus at planned or targeted levels of performanceshall equal 70% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus to be paid to the Executive shall bedetermined in the sole discretion of the Board (or a committee thereof) and may range between 0% and 200% of the target Annual Bonus.The Company shall pay each Annual Bonus with5 respect to a calendar year no later than March 15 of the calendar year following the year to which the Annual Bonus relates, provided that(except as otherwise provided in Section 7.1(b)) Executive is employed by the Company on such date of payment. If Executive has notbeen employed by the Company since January 1 of the year that includes the Effective Date, then the Annual Bonus for such year shall beprorated based on the ratio of the number of days during such calendar year that Executive was employed by the Company to the numberof days in such calendar year.4.3 Stock Incentive Plan Awards. Executive shall be eligible to receive an annual equity award each calendar year duringthe Term (“Annual Equity Award”) with a grant date value at target equal to 80% of Base Salary, based on criteria determined in the solediscretion of the Board (or a 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”). Further, Executive will be awarded 8,000 restricted stockunits as a one-time award, which award shall be governed by the terms and conditions of the Stock Incentive Plan and the associatedequity award agreement in the form attached hereto as Exhibit A (the “Sign-On Stock Incentive Award”).4.4 Other Perquisites. During the Term, the Company shall provide Executive with substantially the same perquisitebenefits made available to similarly situated executive officers of the Company generally, from time to time.4.5 Expenses. The Company shall reimburse Executive all reasonable attorney’s fees incurred in connection with thenegotiation and execution of this agreement, provided that such amounts are not to exceed $10,000 (USD). Further, the Company shallreimburse Executive for all reasonable business expenses incurred by Executive in performing services during the Term, including allexpenses of travel and living expenses while away from home on business or at the request of and in the service of the Company; provided,in each case, that such expenses are incurred and accounted for in accordance with the policies and procedures established by theCompany from time to time. Any reimbursement of expenses pursuant to this Section 4.6 shall be made by the Company upon or as soon aspracticable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than theclose of Executive’s taxable year following the taxable year in which the expense is incurred by Executive).4.6 Vacation and Sick Leave. During the Term, Executive shall be entitled to (a) sick leave in accordance with theCompany’s policies applicable to similarly situated executive officers of the Company from time to time and (b) 4 weeks paid vacationeach calendar year (up to 40 hours of which may be carried forward to a succeeding year).4.7 Offices. Subject to Articles II, III and IV, Executive agrees to serve without additional compensation, if elected orappointed thereto, as an officer (in addition to the position specified in Section 2.2) or director of the Company or any of the Company’sAffiliates and as a member of any committees of the board of directors of any such Entities and in one or more executive positions of any ofthe Company’s Affiliates.4.8 Tax Equalization and Tax Compliance. The Company agrees to pay or reimburse Executive the full incremental costfor any foreign income, payroll or social tax liability attributable to Executive arising from the performance of services hereunder onbehalf of the Company or its Affiliates (on a grossed-up basis but reduced by any tax credit ultimately claimed against U.S. income taxes)such that the Executive pays no more income, mandatory governmental withholdings and payroll taxes than Executive would have paid inrespect of any taxable year or years on her income had Executive been taxable only in the United States of America. The Company shallutilize a third party to prepare such calculations and filings and Executive shall timely provide the required information to complete suchcalculations and filings. The Company shall also pay the related tax return preparation costs for any foreign tax return filings and theExecutive agrees to provide any required information on a timely basis to such tax return preparers. No benefits are payable under thisSection if the Executive relocates to another country.ARTICLE VPROTECTION OF INFORMATION5.1 Work Product. For purposes of this Article V, the term “the Company” shall include the Company and any of itsAffiliates (including the Parent Company), and any reference to “employment” or similar terms shall include an officer, director and/orconsulting 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, productdevelopments, discoveries, systems, techniques, devices, models, prototypes, copyrightable works, mask works, trademarks, service marks,trade dress, business slogans, written materials and other things of value conceived, reduced to practice, made or learned by Executive,either alone or with others, while employed with the Company (whether during business hours or otherwise and whether on Company’spremises or otherwise) that relate to the Company’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 andexclusive property6 of the Company (or its Affiliates) forever. Executive hereby assigns to the Company all of Executive’s right, title, and interest to all suchWork Product. Executive agrees to promptly and fully disclose all Work Product in writing to the Company. Executive agrees tocooperate and do all lawful things requested by the Company to protect Company ownership rights in all Work Product. Executivewarrants that no Work Product has been conceived, reduced to practice, made or learned by Executive prior to Executive’s employmentwith the Company.5.2 Confidential Information. During Executive’s employment with the Company, the Company agrees to and shall provideto Executive confidential, proprietary, non-public and/or trade secret information regarding the Company that Executive has notpreviously had access to or knowledge of before the execution of this Agreement including, without limitation, Work Product, technicalinformation, corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes,research, financial and sales data, business and marketing plans, strategies, financing, plans, business policies and practices of theCompany, and/or Affiliates of the Company, know-how, specialized training, mailing lists, acquisition prospects, identity of customers ortheir requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects,potential client lists, employee records, pricing information, evaluations, opinions, interpretations, production, marketing andmerchandising techniques, prospective names and marks or other forms of information considered by the Company to be confidential,proprietary, non-public or in the nature of trade secrets (hereafter collectively referred to as “Confidential Information”) that the Companyand its Affiliates desire to protect.5.3 No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all ConfidentialInformation and Work Product of the Company and its Affiliates. Executive agrees that Executive will not, at any time during or afterExecutive’s employment with the Company, make any unauthorized disclosure of, and Executive shall not remove from the Companypremises, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, except, in each case, in thecarrying out of Executive’s responsibilities hereunder. Executive shall use all reasonable efforts to cause all Persons to whom anyConfidential Information shall be disclosed by Executive hereunder to preserve and protect the confidentiality of such ConfidentialInformation. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information thatExecutive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing)conceived, discovered or made by Executive during the period of Executive’s employment by the Company exclusively belongs to theCompany (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptlydisclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish andconfirm such exclusive 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 knowledge of,Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint ventures, and the like, of theCompany and its Affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Informationand Work Product. Notwithstanding anything contained in this Agreement to the contrary, Executive may disclose ConfidentialInformation: (a) as such disclosure or use may be required or appropriate in connection with her work as an employee of the Company; (b)when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of theCompany or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order her to divulge,disclose or make accessible such information; provided, however, that in the event disclosure is so required, Executive shall provide theCompany with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriateprotective order; or (c) as to such Confidential Information that becomes generally known to the public or trade without her violation ofthis Section 5.3. Upon termination of Executive’s employment by the Company for any reason, Executive promptly shall deliver suchConfidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right, without notice toor authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting apossible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may beconducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge orcomplaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment OpportunityCommission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and ExchangeCommission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state, or localgovernmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to herein as “ProtectedActivities.”5.4 Ownership by the Company. If, during Executive’s employment by the Company, Executive creates any work ofauthorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes,7 written presentations, 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 work is createdsolely by Executive or jointly with others (whether during business hours or otherwise and whether on the Company’s premises orotherwise), including any Work Product, the Company shall be deemed the author of such work if the work is prepared by Executive in thescope of Executive’s employment; or, if the work relating to the Company’s business, products or services is not prepared by Executivewithin the scope of Executive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of amotion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then thework shall be considered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’sbusiness, products, or services is neither prepared by Executive within the scope of Executive’s employment nor a work specially orderedthat is deemed to be a work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and bythese presents does assign, to the Company all of Executive’s worldwide right, title, and interest in and to such work and all rights ofcopyright therein.5.5 Assistance by Executive. During the period of Executive’s employment by the Company, Executive shall assist theCompany and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and toConfidential Information and Work Product and the execution of all formal assignment documents requested by the Company or itsnominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreigncountries. After Executive’s employment with the Company terminates, at the request from time to time and expense of the Company or itsAffiliates, Executive shall reasonably assist the Company and its nominee, at reasonable times and for reasonable periods and forreasonable compensation, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and to ConfidentialInformation and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and theexecution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.5.6 Remedies. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this ArticleV by Executive, and the Company or its Affiliates shall be entitled to enforce the provisions of this Article V by immediately terminatingpayments then owing to, or the rights of, Executive under Section 7.1(b)(i) through (v) or otherwise upon its determination of any suchbreach and to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shallnot be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at law or in equity,including the recovery of damages from Executive and Executive’s agents. However, if it is determined that Executive has not committed abreach of this Article V, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive andExecutive’s spouse, if applicable, all payments and benefits that had been suspended pending such determination.5.7 Immunity from Liability for Confidential Disclosure of Trade Secrets. Executive shall not be held criminally or civillyliable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectlyto a Federal, State or local government official, or to an attorney, solely for the purpose of reporting or investigating, a violation oflaw. Executive shall also not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a tradesecret made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files alawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret toExecutive’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed underseal and does not disclose the trade secret, except pursuant to court order. However, Executive is not authorized to make any disclosures asto which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrinewithout prior written consent of the Company’s Chief Executive Officer or Chief Financial Officer or another authorized officer designatedby the Company. This Section 5.7 will govern to the extent it may conflict with any other provision of this Agreement.ARTICLE VISTATEMENTS CONCERNING THE COMPANY6.1 Statements by Executive. Executive shall not, at any time, publicly or privately, verbally or in writing, directly orindirectly, make or cause to be made any defaming and/or disparaging, derogatory, misleading, or false statement about the Company or itsAffiliates, their products, or any current or former directors, officers, employees, or agents of the Company or its Affiliates, or the businessstrategy, plans, policies, practices, or operations of the Company or its Affiliates, to any person or entity, including without limitation,members of the investment community, press, customers, competitors, employees, and advisors of the Company or its Affiliates. ThisSection 6.1 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3. Aviolation or threatened violation of this prohibition may be enjoined8 by the courts and would be considered a material breach of this Agreement. The rights afforded the Company and its Affiliates under thisprovision are in addition to any and all rights and remedies otherwise afforded by law.ARTICLE VIIEFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION7.1 Effect of Termination of Employment on Compensation – Impairment and Death, Cause, Resignation without GoodReason and election by Executive not to renew the Initial Term or any Renewal Term(a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) (Impairment), 3.2(b)(Death), 3.2(c) (Cause), pursuant to Executive’s resignation other than for Good Reason, or by Executive’s election not to renew the InitialTerm or any Renewal 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 accrued and unpaid Base Salary to the Date of Termination;(ii) except in the case of a termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar yearending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);(iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement inaccordance with Section 4.5; and(iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than anyseverance plan or program).(b) In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) (Impairment) or 3.2(b) (Death),subject to the Executive’s or Executive’s representative’s or estate’s, as applicable, delivery, within 30 days (or 45 days if the Companydetermines necessary and set forth in the Release (defined below)) after the date of such termination of employment, of an executed releasesubstantially in the form of the release attached as Appendix A (the “Release”) and subject to Executive’s or Executive’s representative’sor estate’s, as applicable, compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, theExecutive’s outstanding equity awards shall be treated as follows, unless the applicable award agreement provides for more favorabletreatment:(i) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’sannual LTIP, shall fully vest as of the Date of Termination,(ii) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or servicethat would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Dateof Termination, shall vest as of the Date of Termination,(iii) awards that vest solely or in part based on performance goals:(A) for a termination of employment during the performance period, such awards shall be deemed earned atthe target level of performance and a pro-rata number of awards shall vest based on the number of fulland partial months the Executive was employed within the performance period over the number of totalmonths in the performance period; and(B) for a termination of employment following the end of a performance period applicable to an award, anyawards earned during the performance period shall fully vest.7.2 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause other than within 24 Months Following a Change in Control(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by actionof the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the InitialTerm or any Renewal 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 all payments set forth in Section7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release)after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject toExecutive’s compliance with all of the surviving9 provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation andbenefits from the Company (but no other compensation or benefits after such termination):(i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteriaestablished pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be proratedthrough and including the Date of Termination (based on the ratio of the number of days Executive was employed by theCompany during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paidto executives who have continued employment with the Company (but in no event later than March 15th of the calendar yearfollowing the calendar year to which such Annual Bonus relates);(ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as ofthe Date of Termination and the Average Annual Bonus, which amount shall be paid as follows: if on the Date of TerminationExecutive has not received an approval of her application for Lawful Permanent Resident Status, payment shall be made in a lumpsum within 60 days of the Date of Termination; if on the Date of Termination Executive has received an approval of herapplication for Lawful Permanent Resident Status, payment shall be made in substantially equal installments in accordance withthe Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the firstpayment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date ofTermination and shall include any amounts otherwise due prior thereto;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’sgroup health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determinedby the Company on the Date of Termination and (ii) eighteen (18);(iv) if on the Date of Termination, the Executive has not received an approval of her application for LawfulPermanent Resident Status, the Company shall pay the Executive’s relocation costs in the amount of $50,000 (USD), paid in alump sum within 60 days of the Date of Termination; and(v) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment:(A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of theCompany’s annual LTIP, shall fully vest as of the Date of Termination,(B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment orservice that would have, but for the termination of the Executive’s employment, vested in the 12months immediately following the Date of Termination, shall vest as of the Date of Termination,(C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,(I) for a termination of employment during the first 12 calendar months of a performance periodapplicable to an award, such awards shall be forfeited;(II) for a termination of employment following the end of the first 12 calendar months of aperformance period, but prior to end of that performance period, such awards shall be earned atthe actual level of performance and a pro-rata number of awards based on the number of full andpartial months the Executive was employed within the performance period over the number oftotal months in the performance period shall vest in accordance with the terms of the relevantaward; and(III) for a termination of employment following the end of the performance period applicable to anaward, any awards earned during that performance period shall fully vest as of the Date ofTermination.7.3 Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of theCompany without Cause within 24 Months Following a Change in Control.(a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason10 or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renewthe Initial Term or any Renewal Term in accordance with Section 3.1), in each case, within twenty-four (24) months following a Change inControl, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination ofemployment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination ofemployment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of thesurviving provisions 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 a bonus for the calendar year in which the Date of Termination occurs in anamount equal to the Annual Bonus for such year at target, which amount shall be prorated through and including the Date ofTermination (based on the ratio of the number of days Executive was employed by the Company during such year to the numberof days in such year), payable in a lump-sum on the first payroll date that falls on or immediately following the 60 day afterExecutive’s Date of Termination;(ii) the Company shall pay to Executive an amount equal to two times the sum of Executive’s Base Salary as of theDate of Termination and the Average Annual Bonus, in a lump sum on the first payroll date that falls on or immediately followingthe 60th days after Executive’s Date of Termination;(iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day afterExecutive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’sgroup health plans under COBRA, as determined by the Company on the Date of Termination and (ii) eighteen (18);(iv) if on the Date of Termination, the Executive is not entitled to remain permanently in the United States ofAmerica, the Company shall pay the Executive’s relocation costs in the amount of $50,000 (USD), paid in a lump sum within 60days of the Date of Termination; and(v) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable awardagreement provides for more favorable treatment and provided the applicable stock incentive plan allows: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of theDate of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment orservice that would have, but for the termination of the Executive’s employment, vested following the Date of Termination, shallfully vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based onperformance goals, (1) for a termination of employment during the performance period applicable to an award, such awards shallbe deemed earned at the greater of actual or target level of performance and any time-vesting condition shall be satisfied as of theDate of Termination and (2) for a termination of employment following the end of the performance period applicable to an award,any awards earned during the performance period, and that would have, but for the termination of the Executive’s employment,vested following the Date of Termination, shall fully vest as of the Date of Termination. In the event the applicable stockincentive plan does not allow for vesting of any award as outlined herein, Executive shall be entitled to the most favorabletreatment for vesting of that award available under the applicable stock incentive plan.The payments and benefits set forth in this Section 7.1, 7.2 and 7.3, as applicable, shall be the Executive’s sole right to severance ortermination pay.7.4 Section 409A of the Code.(a) It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Code andapplicable administrative guidance issued thereunder. Accordingly, to the extent there is any ambiguity as to whether one or moreprovisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, thenthose provisions shall be interpreted and applied in a manner that does not result in an imposition of a tax or penalty under Section 409Aof the Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in thisAgreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neitherthe Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit throughExecutive) for any 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 to Section409A of the Code.11 th(b) Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executive becomesentitled under this Article VII and which constitute deferred compensation within the meaning of Section 409A of the Code shall be madeor paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s termination ofemployment or (ii) the date of Executive’s death ((i) or (ii), as applicable, the “Section 409A Payment Date”), if (x) Executive is deemed ontermination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of theParent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwiserequired in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable delayperiod, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining paymentsor benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.(c) For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to thisAgreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreementspecifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date oftermination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.(d) The following provisions shall apply to such reimbursements and any other reimbursements or in-kind benefits providedpursuant to this Agreement in order to assure that such reimbursements do not create a deferred compensation arrangement subject toSection 409A of the Code: (i) the amount of reimbursements or in-kind benefits to which Executive may become entitled in any onecalendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided hereunder in any othercalendar year, (ii) each reimbursement to which Executive becomes entitled shall be made no later than the close of business of thecalendar year following the calendar year in which the reimbursable expense is incurred; and (iii) executive’s right to reimbursement or in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.ARTICLE VIIINON-COMPETITION AGREEMENT8.1 Definitions. 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 services provided bythe Company and its Affiliates during such period and other products and services that are functionally equivalent to the foregoing, and(b) during the portion of the Prohibited Period that begins on the termination of Executive’s employment with the Company, the productsand services provided by the Company and its Affiliates at the time of such termination of employment and other products and servicesthat are functionally equivalent to the foregoing.“Competing Business” means any business or Person that wholly or in any significant part engages in any business competingwith the Business in the Restricted Area. In no event will the Company or any of its Affiliates be deemed a Competing Business.“Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the UnitedStates or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory 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 the foregoing that relatesto environmental standards or controls, energy regulations and occupational, safety and health standards or controls including thosearising under environmental laws) of any Governmental Authority.“Prohibited Period” means the period during which Executive is employed by the Company hereunder and a period of two (2)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 of Executive’stermination of employment with the Company.8.2 Non-Competition; Non-Solicitation. Executive and the Company agree to the non-competition and non-solicitationprovisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant toArticle V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the tradesecrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliatesor created or developed by Executive for the Company or its Affiliates, the12 business goodwill 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. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwiseenforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. &COM. CODE ANN. Section 15.50-15.52. It is further agreed that the terms and provisions of this Agreement will be enforced only to theextent permissible under Texas Disciplinary Rule of Professional Conduct 5.06.(a) Subject to the exceptions set forth in Section 8.2(b), Executive expressly covenants and agrees that during the ProhibitedPeriod (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, andexcept to the extent such actions involve the provision of legal services; and (ii) Executive will not, directly or indirectly, own, manage,operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associatedin any way with or any business or Person that engages in a Competing Business in the Restricted Area for any purpose other than toprovide legal services, and (iii) Executive will not loan money to, sell or lease equipment to, or sell or lease real property to any business orPerson 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 theoutstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securitiesexchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating theprovisions of Section 8.2(a), provided that Executive does not have the power, directly or indirectly, to control or direct the managementor affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained inSection 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at suchinstitution are not directly and primarily related to the Business. In addition, nothing herein shall prohibit Executive from providing legalservices to any Person or Business.(c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly orindirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of theCompany or any of its Affiliates who does not provide legal services or is associated with the provision of legal services, or was, during theone-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or anyof its Affiliates who does not provide legal services or is associated with the provision of legal services, to terminate his or heremployment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person otherthan the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which isa customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish,reduce, or otherwise alter the nature and/or magnitude of that customer relationship, provided, however, that nothing herein preventsExecutive from providing legal services to any customer. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c)shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement hasbeen involuntarily terminated by the Company or any of its Affiliates (other than for cause).(d) Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for noreason at all, to waive the provisions of this Article VIII on a case-by-case basis.8.3 Relief. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Article VIIIby Executive, and that the Company and/or its Affiliates shall be entitled to enforce the provisions of this Article VIII by immediatelyterminating payments then owing to Executive under Section 7.1(b)(i) through (iv) or otherwise upon its determination of any such breachand to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not bedeemed the exclusive remedies for a breach of this Article VIII but shall be in addition to all remedies available at law or in equity,including the recovery of damages from Executive. However, if it is determined that Executive has not committed a breach of this ArticleVIII, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive all payments and benefitsthat had been suspended pending such determination.8.4 Reasonableness; Enforcement. Executive hereby represents to the Company that Executive has read and understands,and agrees to be bound by, the terms of this Article VIII. Executive and the Company understand and agree that the purpose of theprovisions of this Article VIII is to protect the legitimate business interests and goodwill of the Company. Executive acknowledges thatthe limitations as to time, geographical area and scope of activity to be restrained as contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable and do not impose any greater restraint than is necessary to protect the legitimate businessinterests of the Company in light of (a) the nature and wide geographic scope of the operations of the Business, (b) Executive’s level ofcontrol over and contact with the Business in all jurisdictions13 in which it 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. It is thedesire and intent of the parties that the provisions of this Article VIII be enforced to the fullest extent permitted under applicable LegalRequirements, and Texas Disciplinary Rule of Professional Conduct 5.06, whether now or hereafter in effect and therefore, to the extentpermitted by applicable Legal Requirements, Executive and the Company hereby waive any provision of applicable Legal Requirementsand Texas Disciplinary Rule of Professional Conduct 5.06 that would render any provision of this Article VIII invalid or unenforceable.8.5 Reformation. The Company and Executive agree that the foregoing restrictions are reasonable under the circumstancesand that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Company and its Affiliates.Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in theRestricted Area during the Prohibited Period, but acknowledges that Executive will receive sufficiently high remuneration and otherbenefits from the Company to justify such restriction. Further, Executive acknowledges that Executive’s skills are such that Executive canbe gainfully employed in non-competitive employment or the provision of legal services, and that the agreement not to compete will notprevent Executive from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction tobe unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties agree that any such court isexpressly authorized to modify any such unenforceable provision of this Article VIII in lieu of severing such unenforceable provision in itsentirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to thisArticle VIII, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodiedherein to the maximum extent permitted by law. The parties expressly agree that this Article VIII, as so modified by the court, shall bebinding upon and enforceable against each of them. By agreeing to this contractual modification prospectively at this time, the Companyand Executive intend to make this provision enforceable under the law or laws of all applicable States, Provinces and other jurisdictions sothat the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not berendered void or illegal. Such modification shall not affect the payments made to Executive under this Agreement.ARTICLE IXDISPUTE RESOLUTION9.1 Dispute Resolution. If any dispute arises out of this Agreement or out of or in connection with any equity compensationaward made to Executive by the Company or any of its Affiliates, the complaining party shall provide the other party written notice ofsuch dispute. The other party shall have 10 business days to resolve the dispute to the complaining party’s satisfaction. If the dispute is notresolved by the end of such period, either disputing party may require the other to submit to non-binding mediation with the assistance ofa neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral unaffiliated mediator, they shall seek theassistance of the American Arbitration Association (“AAA”) in the selection process. If mediation is unsuccessful, or if mediation is notrequested by a party, either party may by written notice demand arbitration of the dispute as set out below, and each party hereto expresslyagrees to submit to, and be bound by, such arbitration; provided, however, that any party to this Agreement may seek provisional relief,including temporary restraining orders, temporary protective orders, and preliminary injunctive relief, pending arbitration or in aid ofarbitration, or both, against the other parties hereto in federal and state courts of competent jurisdiction and provided, further, that anyparty to this Agreement may seek to enforce, confirm, modify, or vacate an arbitration award in any federal and state court of competentjurisdiction.(a) Unless the parties agree on the appointment of a single arbitrator, the dispute shall be referred to one arbitrator appointedby the AAA. The arbitrator will set the rules and timing of the arbitration, but will generally follow the commercial rules of the AAA andthis 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; providedthat each party shall be responsible for her or its own attorney fees.9.2 Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class actionbasis or on bases involving claims brought in a purported representative capacity on behalf of others. The14 arbitrator’s authority to resolve and make written awards is limited to claims between the Executive and the Company alone. Claims maynot be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect asto issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in thisAgreement, and without waiving either party’s right of appeal, if any portion of this class action waiver provision is deemed invalid orunenforceable, then the entire arbitration clause in this Agreement (other than this sentence) shall be void.ARTICLE XMISCELLANEOUS10.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writingand shall be deemed to have been duly given (a) when received if delivered personally, (b) on the date receipt is acknowledged if deliveredby certified mail, postage prepaid, return receipt requested, (c) when received if delivered by overnight courier, or (d) one day aftertransmission if sent by e-mail, with confirmation of transmission, as follows:If to Executive, addressed to:Aimie Killeen 1008 E 6 ½ Street Houston, TX 77009 dcaimie@gmail.com if to the Company, addressed to:Cardtronics USA, Inc. 2050 W Sam Houston Pkwy S, Suite 1300 Houston, Texas 77042 Attention: General Counsel Email: CATM_Legal@cardtronics.com or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of addressshall be effective only upon receipt. If either party provides notice by e-mail, the party must also send notice by one of the other deliverymethods listed in this Section 10.1, but failure to do so shall not invalidate the e-mail transmission.10.2 Applicable 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, withoutregard 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 arbitration underthe terms of this Agreement, the parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courtslocated in the State of Texas.10.3 Indemnification.(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 agreement betweenExecutive and such Former Employer, or (ii) Executive or her estate, if Executive is made a party, or is threatened to be made a party, toany action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is orwas a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member,employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans, whether or 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 the Companyand 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) reasonably incurred or suffered byExecutive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member,employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators;provided, however, that Executive shall not be indemnified and held harmless by the Company for any cost, expense, liability, or lossrelating to a Proceeding concerning any action of the Executive in which a court of competent jurisdiction determines that such actionconstitutes fraud, embezzlement, gross negligence, or any criminal act. In order to be entitled to the above described indemnificationExecutive must provide prompt written notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled todefend such Proceeding and to enter into such settlement15 thagreements that the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit anymisconduct or liability, nor required to pay any portion of such settlement. To the extent that the Company fails to provide a defense forall claims raised in any Proceeding after receiving notice thereof, the Company to the fullest extent permitted by applicable law shalladvance to Executive all reasonable costs and expenses incurred by her in connection with a Proceeding within 20 days after receipt by theCompany of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of suchadvance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. Notwithstandinganything in this Section 10.3 to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid onExecutive’s behalf), in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled underthis Section 10.3 promptly but no later than the end of the calendar year following the calendar year in which the indemnifiable expense isincurred.(b) Neither the failure of the Company (including their boards of directors, independent legal counsel or stockholders) tohave made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive underSection 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination bythe Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicablestandard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct.(c) The Company will continue and maintain a directors and officers’ liability insurance policy covering Executive to theextent the Company provides such coverage for its directors and other executive officers during the term of Executive’s employment withthe Company and thereafter until the expiration of all applicable statutes of limitations.(d) If the Company enters into an indemnification agreement with any of its directors or executive officers, the Company tothe fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no lessfavorable than those set forth in any such indemnification agreement.(e) No Conflict With Prior Agreements. Executive represents and warrants that Executive’s performance of all the terms ofthis Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, withoutlimitation, any agreement relating to any proprietary information, knowledge or data acquired in confidence, trust or otherwise) to whichExecutive is a party or by the terms of which Executive may be bound. Executive further covenants and agrees not to enter into anyagreement or understanding, either written or oral, in conflict with the provisions of this Agreement10.4 No Waiver. No failure by either party hereto at any time to provide notice of any breach by the other party of, or torequire compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.10.5 Severability. 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 other provisionof this Agreement, and all other provisions shall remain in full force and effect.10.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same Agreement.10.7 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and paymentsmade pursuant to this Agreement all federal, foreign, state, city and other taxes and withholdings as may be required pursuant to any law orgovernmental regulation or ruling.10.8 Headings. The Section headings have been inserted for purposes of convenience and shall not be used for interpretivepurposes.10.9 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and thesingular number includes the plural and conversely.10.10 Successors.(a) This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws ofdescent and distribution. The rights, benefits and obligations of Executive hereunder shall not be subject to voluntary or involuntaryassignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the Company. In addition,any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.16 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. ThisAgreement may be assigned to any successor (whether direct or indirect, by purchase, merger, consolidation, amalgamation, scheme ofarrangement, exchange offer, operation of law or otherwise (including any purchase, merger, amalgamation, Change in Control or otherCorporate Transaction involving the Company or any Subsidiary or Affiliate of the Company)) by operation of law or expressly inconnection with a disposition of substantially all of the assets of the Company. As used in this Agreement, “Company” shall mean theCompany as hereinbefore defined and any successor to its business and/or assets as provided above.10.11 Term. Termination of Executive’s employment under this Agreement shall not affect any right or obligation of any partywhich is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles I, V, VI, VII, VIII, IX and X shall survive any termination of the employment relationship and/or of this Agreement.10.12 Entire Agreement. Except as provided in any signed written agreement contemporaneously or hereafter executed by theCompany and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, andcontains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment ofExecutive by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the dateof execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.10.13 Modification; Waiver. Any modification to or waiver of this Agreement will be effective only if it is in writing andsigned by the parties.10.14 Actions 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 the members ofthe Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote, participate or decideupon any such matter.10.15 Changes Due to Compliance with Applicable Law. Executive understands that certain laws, as well as rules andregulations promulgated by the Securities and Exchange Commission (including without limitation under the Dodd-Frank Wall StreetReform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002) and/or by securities exchanges, do and will require theCompany to recoup, and Executive to repay, incentive compensation payable hereunder under the circumstances set forth under such laws,rules and regulations. Such requirements will be set forth from time to time in policies adopted by the Company (so-called “clawback”policies) and Executive acknowledges receipt of the Company’s current clawback policy. Executive acknowledges that amounts paid orpayable pursuant to this Agreement as incentive compensation or otherwise by the Company shall be subject to clawback to the extentnecessary to comply with such laws, rules, regulations and/or policy, which clawback may include forfeiture, repurchase and/orrecoupment of amounts paid or payable hereunder, and Executive agrees to repay such amounts (whether or not still employed by theCompany or any of its Affiliates), as required by such laws, rules, regulations or policy. Executive shall repay the Company in cash inimmediately available funds within 60 days of demand for payment by the Company or as otherwise agreed by the Company in its solediscretion.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. The Executivehereby consents to any changes to the current policy that are adopted to comply with applicable law, rules or regulations (including bysecurities exchanges). Further, if determined necessary or appropriate by the Board, Executive agrees to enter into an amendment to thisAgreement or a separate written agreement with the Company to comply with such laws, rules and regulations thereunder if requiredthereby or determined appropriate by the Board in its reasonable discretion.10.16 Cooperation with Litigation. Notwithstanding this Agreement, Executive agrees to reasonably cooperate with Companyby making Executive reasonably available, at the Company’s reasonable request, to testify on behalf of the Company or any of itsAffiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of itsAffiliates in any such action, suit, or proceeding by providing information to and meeting and consulting with Company any of itsAffiliates or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall notmaterially interfere with Executive's then current activities (to the extent the Executive is no longer employed by the Company) and shallbe done in a manner to limit any interference with other activities and any required travel and that the Company agrees to reimburseExecutive for all reasonable out of pocket expenses reasonably incurred in connection with such cooperation by Executive. This Section10.16 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3.17 (Signature page follows) 18 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: CARDTRONICS USA, INC. By:Edward H. West Name:/s/ Edward H. West Title:CEO EXECUTIVE: Aimie Killeen Name:/s/ Aimie Killeen [Signature Page to Employment Agreement] APPENDIX ARELEASE AGREEMENTThis Release Agreement (this “Agreement”) constitutes the release referred to in the Employment Agreement (the “EmploymentAgreement”) dated as of ____________, by and between Aimie Killeen (“Executive”) and Cardtronics USA, Inc., a Delaware corporation(the “Company”).(a) For good and valuable consideration, including the Company’s provision of certain payments and benefits to Executivein accordance with Section 7.1(b) of the Employment Agreement, Executive hereby releases, discharges and forever acquits 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, successors and assigns of the foregoing, in their personal and representativecapacities (collectively, the “Company Parties”), from any and all liability for, and hereby waives, any and all claims, damages, or causesof action of any kind relating to Executive’s employment with any Company Party, the termination of such employment, and any otheracts or omissions on or prior to the date of this Agreement including, without limitation, any alleged violation through the date of thisAgreement of: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, asamended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) theEmployee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americanswith Disabilities Act of 1990, as amended; (viii) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical LeaveAct of 1993; (x) Chapter 21 of the Texas Labor Code; (xi) the Texas Whistleblower Act; (xii) the Delaware Discrimination in EmploymentAct; (xiii) the Delaware Persons with Disabilities Employment Protections Act; (xiv) the Delaware Whistleblowers’ Protection Act; (xv) theDelaware Fair Employment Practices Act; ; (xvi) any state anti-discrimination law; (xvii) any state wage and hour law; (xviii) any otherlocal, state or federal law, regulation or ordinance; (xix) any public policy, contract, tort, or common law claim; (xx) any allegation forcosts, fees, or other expenses including attorneys’ fees incurred in these matters; (xxi) any and all rights, benefits or claims Executive mayhave under any employment contract, incentive compensation plan or stock option plan with any Company Party or to any ownershipinterest in any Company Party except as expressly provided in the Employment Agreement and any stock option or other equitycompensation agreement between Executive and the Company; and (xxii) any claim for compensation or benefits of any kind notexpressly set forth in the Employment Agreement or any such stock option or other equity compensation agreement (collectively, the“Released Claims”).(b) The release of claims set forth in this Agreement shall not be applied to modify or affect: (i) Executive’s right to enforcethe terms of this Agreement or the Employment Agreement; (ii) Executive’s right to receive an award from a “Government Agency” (asdefined in Section 5.3 of the Employment Agreement) under its whistleblower program for reporting in good faith a possible violation oflaw to such “Government Agency”; (iii) any vested rights and benefits that Executive may have under any applicable Company benefit orcompensation plan; (iv) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemploymentinsurance laws; (v) Executive’s right to challenge the validity of this release under the ADEA; (vi) any rights that arise after the dateExecutive executes this Agreement; or (vii) any right where a waiver is expressly prohibited by law.(c) The Executive relinquishes any right, and agrees not to seek future employment or re-employment with any of theCompany Parties, and acknowledges that the Company Parties shall have the right to refuse to re-employ the Executive, in each casewithout liability of the Company Parties.(d) The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believedby the Executive to exist may subsequently be discovered, it is the intention of the Executive in executing this Agreement that the generalrelease in subsection (a) shall be effective as a full and final accord and satisfaction, and release of and from all liabilities, disputes, claims,and matters covered under the general release in subsection (a), known or unknown, suspected or unsuspected.(e) The furnishing of certain payments and benefits to Executive in accordance with Section 7.1(b) of the EmploymentAgreement will not be deemed an admission of liability or wrongdoing by the Company Parties. This Agreement is not intended toindicate that any Released Claims actually exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, inexchange for the consideration recited in subsection (a), any and all potential claims of this nature that Executive may have against theCompany Parties 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 as heirs or theexecutor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency orclass action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THESOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY,OF ANY OF THE COMPANY PARTIES.(f) By executing and delivering this Agreement, Executive acknowledges that:1 (i) the consideration given for the release in this Agreement is in addition to anything of value to which theExecutive was already entitled;(ii) Executive has carefully read this Agreement;(iii) Executive has had at least [21 days/45 days] to consider this Agreement before the execution and deliveryhereof to the Company;(iv) Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discuss thisAgreement with an attorney of Executive’s choice and that Executive has had adequate opportunity to do so;and(v) Executive fully understands the final and binding effect of this Agreement; the only promises made to Executiveto sign this Agreement are those stated in the Employment Agreement and herein; and Executive is signing thisAgreement voluntarily and of Executive’s own free will, and that Executive understands and agrees to each ofthe terms of this Agreement.Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery (and therefore the effectiveness)of this Agreement within the seven day period beginning on the date Executive delivers this Agreement to the Company (such seven dayperiod being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed byExecutive and must be delivered to the address of the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, onthe last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, thisAgreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid if this Agreement is revoked byExecutive in the foregoing manner.Executed on this _______day of _____________, _______. STATE OF § §COUNTY OF § BEFORE ME, the undersigned authority personally appeared ___________________________, by me known or who producedvalid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to suchinstrument on this ___________ day of ______________, ________. NOTARY PUBLIC in and for the State of ________________ My Commission Expires: ________________ Identification produced: 2 Older Worker Benefit Protection Act Disclosure for a Group Termination1. This Employment Termination Program covers selected employees in the Company’s [INSERT DECISIONAL UNIT].2. Employees eligible to participate in the Program are those employees in the Company’s [INSERT DECISIONAL UNIT] whoseemployment with the Company is being terminated by the Company.3 Employees selected for the program have forty-five (45) days from the date of their receipt of this proposed agreement toparticipate by signing and returning the Release Agreement. Employees who choose to sign the Release Agreement shall have seven (7)days after signing and returning it to the Company to revoke it by delivering a signed revocation notice to the Company as provided in theRelease Agreement.4. The job titles and ages of all individuals selected for the program from the Company’s [INSERT DECISIONAL UNIT] and allindividuals in the same job titles not selected for the program from the Company’s [INSERT DECISIONAL UNIT] are as follows:Job TitleAgeNo. SelectedNo. Not Selected If you have any questions about this information, please contact [insert contact name] at [insert phone number]. Exhibit 10.61 DATED05 September 2017 CARDTRONICS UK LIMITED(1) and MARC TERRY(2) SERVICE AGREEMENT DATE OF SERVICE AGREEMENT2019 PARTIES (1)CARDTRONICS UK LIMITED (Company Number 03610221) whose registered office is at Building 4,1st Floor, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL (the "Company") (2)MARC TERRY of 32 Shepherds Road, Watford, WD18 7HX (the "Executive") IT IS AGREED THAT:1 DEFINITIONS1.1 In this agreement the following words, phrases and expressions shall have the following meaning:"Board" means the Board of Directors of the Company as comprised from time to time and any suchperson or committee authorised by the Board as its/their representative for the purposes of this agreement."Commencement Date" means 17 September 2017."Compensation Committee" means a committee of the board of directors of Cardtronics, Inc. thatdetermines from time to time the annual salary, any bonuses and other remuneration payable to theExecutive and other members of the Board."Control" means in relation to a body corporate, the power of a person to secure that the affairs of the bodycorporate are conducted in accordance with the wishes of that person:(a) by means of the holding of shares, or the possession of voting power, in or in relation to that or anyother body corporate; or(b) as a result of any powers conferred by the articles of association or any other document regulatingthat or any other body corporate,and a Change of Control occurs if a person who controls any body corporate ceases to do so or if anotherperson acquires Control of it, but does not occur in the circumstances described in clause 22.“Executive Personal Pension Plan” means the company’s Group Personal Pension plan with Legal &General or such other arrangement agreed between the parties from time to time."Group" means the Company, its subsidiaries, any holding company of the Company and any subsidiaryof such holding company (all as defined in section 1159 of the Companies Act 2006) and any associatedcompany (which expression shall mean any other company of which the Company or its holding companyor any subsidiary of the Company or its holding company beneficially holds not less than 20% of the equityshare capital) and any reference to “Group Company” shall be construed accordingly.1 "Termination Date" means the date upon which the Executive's employment with the Companyterminates, whether lawfully or not, and references to "from the Termination Date" mean from and includingthe date of termination.1.2 Any reference to a statutory provision includes all re-enactments and modifications of that provision and anyregulations made under it or them.1.3 The headings in this agreement are for convenience only. They do not form part of this agreement and donot affect its interpretation.1.4 “Line Manager” means the Manager whom the Executive reports to from time to time.2 THE APPOINTMENT2.1 Subject to clause 2.2, the Company will from the Commencement Date appoint the Executive and theExecutive agrees to act as EMEA Managing Director or in such other capacity as the Board may from timeto time direct. The Executive accepts that the Company may at its discretion require him to performdifferent or additional tasks not specifically within the scope of his duties whether for the Company or anyGroup Company and the Executive agrees to perform those duties or undertake those tasks as if they werespecifically provided for under this agreement.2.2 This employment is conditional on the Executive producing upon request any documentation requested bythe Company for the purposes of establishing his right to work in the UK. If the Executive fails to providethis documentation within a reasonable period of time (if requested by the Company) the Company mayterminate the Executive's employment without notice.2.3 The Executive acknowledges and warrants as follows:(a) that by entering into this agreement and fulfilling his obligations under it, he is not in breach of anyobligation to any third party;(b) that he will not bring or use in the course of his employment with the Company any trade secrets orconfidential information belonging to him previous employers or to any third party without their priorwritten consent; and(c) that he has, prior to entry into this agreement, disclosed to the Company in writing all previousconvictions other than spent convictions.3 DURATION AND CONTINUOUS EMPLOYMENT3.1 This agreement will, subject to earlier termination in accordance with its terms, continue unless and until it isterminated by either party giving to the other 6 months prior written notice.3.2 For statutory purposes, the Executive has been continuously employed by the Company since 17September 2017.2 4 DUTIES4.1 Without prejudice to clauses 2.1 and 4.5, the Executive will carry out such duties and functions, exercisesuch powers and comply with such instructions in connection with the business of the Company and anyGroup Company as the Board reasonably determines from time to time and will comply with all theCompany's rules, regulations, policies and procedures from time to time in force.4.2 Unless prevented by illness, accident, other authorised leave or holiday as set out below, the Executive willdevote substantially the whole of his time, attention and skill as may reasonably be required to the affairs ofthe Company and use his best endeavours to promote its interests.4.3 The Executive acknowledges and agrees that he is at all times during his employment (including during anyperiod of suspension or while on garden leave in accordance with clause 18.3) subject to duties of goodwill,trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, withoutlimitation, the obligation throughout the duration of this agreement:(a) not to compete with the Company or any Group Company;(b) not to make preparations (during such hours as the Executive should be providing services underthis agreement) to compete with the Company or any Group Company after this agreement hasterminated;(c) not to solicit in competition with the Company or any Group Company any customer or customers ofthe Company or any Group Company;(d) not to entertain invitations to provide services either in a personal capacity or on behalf of any thirdparty from actual or prospective customers of the Company or any Group Company where suchinvitations relate to services which could be provided by the Company or any Group Company;(e) not to offer employment elsewhere to employees of the Company or any Group Company;(f) not to copy or memorise Confidential Information (as defined in clause 14) or trade secrets of theCompany or any Group Company with a view to using or disclosing such information for a purposeother than for the benefit of the Company or any Group Company; and(g) not to encourage, procure or assist any third party to do anything which, if done by the Executive,would be a breach of (a) to (f) above.4.4 The Company may at any time appoint any person or persons to act jointly with the Executive to dischargehis duties and functions under this agreement.4.5 The Company reserves the right to require the Executive to carry out the duties of equivalent status either inaddition to or instead of the Executive's duties detailed under clause 4.1 and to make reasonableadjustments to his reporting lines.4.6 The Executive will not without the prior written consent of the Board:3 (a) incur any capital expenditure in excess of such sums as may be authorised from time to time; or(b) enter into or terminate on behalf of the Company or any Group Company any commitment, contractor arrangement otherwise than in the normal course of business or outside the scope of his normalduties or of an unusual, onerous or long-term nature.4.7 The Executive accepts that he has a duty to report to the Chief Human Resources Officer any actual orsuspected wrongdoing on the part of other staff of the Company or any Group Company of which hebecomes aware, including in particular (without limitation) conduct which, were it by the Executive, would fallwithin clause 4.3 above.5 NORMAL HOURS5.1 The Executive will work such hours as may from time to time reasonably be required of him as areconsistent with his appointment (which may involve working on public holidays). The Companyacknowledges that the Executive has not opted out of the Working Time Regulations at the point ofcommencement of this Agreement. The Executive agrees that he will keep appropriate records of the hoursthat he works to enable the Company to comply with its obligations under the Working Time Regulations.6 OTHER INTERESTS6.1 The Executive will devote all of his time to the Company and/or any Group Company and will not (withoutthe prior written consent of the Board) directly or indirectly either on his own account or on behalf of anyother person, company, business entity or other organisation engage in, be concerned with, or provideservices to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any otherbusiness, office or other external activity which does or may potentially affect the full and properperformance of his duties. EXCEPT THAT the Executive may hold up to 1% of any securities in a companywhich is quoted on any recognised Stock Exchange.6.2 The Executive confirms that prior to entering into this agreement he has fully disclosed to the Company inwriting all circumstances of which he is aware in respect of which there is, or might be perceived to be, aconflict of interest between the Company or any Group Company and the Executive or his spouse, civilpartner (or anyone living as such), children or parents, and he agrees to fully and promptly disclose to theBoard any further such circumstances which may arise during this agreement.7 PLACE OF WORK7.1 The Executive's usual place of work will be the Hatfield office location but the Company may require theExecutive to work at any place within the United Kingdom on either a temporary or an indefinite basis. TheExecutive will be given reasonable notice of any change in his place of work. The Executive may also berequired to travel both throughout and outside the United Kingdom for the better performance of his duties;expenses incurred in such travel, other than commuting to and from the Executive’s regular place of work,will be reimbursed by the Company in accordance with clause 9 below.4 7.2 The Executive agrees to comply with any reasonable request of the Company to relocate should theCompany wish to vary the Executive's usual place of work. If the Executive does relocate the Companymay (but is not obliged to) provide the Executive with financial or other relocation assistance in accordancewith any relocation policy in place from time to time.7.3 For the purposes of Part 1 of the Employment Rights Act 1996, it is not expected that the Executive will berequired to work outside the United Kingdom for more than one month at a time.8 REMUNERATION8.1 The Executive will receive a basic salary of £360,000 ("Salary") per annum (inclusive of all director's feesand salaries which may be payable to the Executive by the Company or any Group Company). The Salarywill accrue from day to day and will be payable by equal monthly instalments in arrears on or around the 25day of each calendar month, less tax and National Insurance.8.2 The Salary will be reviewed annually by the Board, without any undertaking by the Company that the Salarywill be automatically increased.8.3 The Executive shall be entitled to participate in an annual incentive plan, in accordance with the termsdetailed SCHEDULE 2.8.4 The Executive shall be entitled to participate in a long term incentive plan, in accordance with the termsdetailed at SCHEDULE 3.8.5 Any bonus paid to the Executive pursuant to clauses 8.3 and 8.3 shall not be deemed to become part of thecontractual remuneration or Salary for pension purposes or otherwise. Receipt of any bonus in any oneyear does not give rise to a contractual entitlement to a bonus in any subsequent year.8.6 Any bonus is not payable if the Executive is not employed and/or is under notice of termination given byeither party for any reason as at the date of payment.8.7 The Company reserves the right in its absolute discretion to discontinue, vary or amend any bonus plans for2017 or any future bonus plans or incentive schemes which are communicated to the Executive from timeto time, including, for the avoidance of doubt, any annual incentive plans or long term incentive plans. TheCompany will not be liable to provide any replacement bonus or incentive schemes, or compensation in lieuof such bonus or incentive schemes.9 EXPENSES9.1 The Executive will be entitled to be repaid all reasonable travelling, hotel and other expenses properlyauthorised by the Company, in accordance with the Company Expenses Policy on expenses and incurredin or about the proper performance of his duties, which expenses shall be evidenced and claimed in suchmanner as the Company may specify from time to time, either under the Company Expenses Policy or atall.9.2 Where the Company makes any credit card available to the Executive, he will:5 th(a) take good care of such card and immediately report any loss of such card to the Company;(b) use the card only for the purposes of the Company's business and in accordance with anyCompany policy applicable; and(c) surrender it upon the request of the Company at any time.10 PENSION10.1 The Company agrees to contribute an amount equivalent to 6% (or such higher amount as required by law)of the Executive's [basic] salary to the Executive's Personal Pension Plan in satisfaction of the auto-enrolment legislation and subject to the rules of such a plan and any applicable HM Revenue & Customslimits in force from time to time.10.2 The Company at its absolute discretion reserves the right to discontinue, vary or amend any pensionarrangements provided for the benefit of the Executive at any time (where this is permitted by law). TheCompany will provide appropriate notice of any discontinuance, variation or amendment. The Company willnot be liable to provide any replacement benefit of the same or similar kind, or compensation in lieu of suchbenefit (save as may be required by law).11 OTHER BENEFITS11.1 During this agreement the Executive will be eligible to participate at the Company's expense in theCompany's:(a) life assurance scheme (4 times base annual salary) ;(b) private medical expenses insurance scheme for the benefit of the Executive and dependants.11.2 The Executive's membership of (and entitlement to benefit from) the schemes detailed at clause 11.1 aboveis subject to:(a) the rules of the above schemes from time to time (and any replacement schemes provided by theCompany);(b) the terms of the relevant insurance policy from time to time; and(c) the Executive (and, where appropriate, his dependents) being eligible to participate in or benefit fromsuch schemes pursuant to their rules.11.3 If the scheme provider (including but not limited to any insurance company) refuses for any reason (whetherbased on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefits tothe Executive the Company is not liable to provide replacement benefits of the same or similar kind orcompensation in lieu of such benefits.11.4 The Company may at its absolute discretion challenge any refusal by any scheme provider to providebenefits to the Executive or, where appropriate, his dependents, providing that:6 (a) where appropriate the Executive takes all proper measures to appeal against the refusal inaccordance with the terms of any policy provided by the scheme provider and meets (on an interimor on an account basis if so requested) all costs in connection with the same;(b) the Executive fully co-operates with the Company and discloses to it all personal information relevantto the claim and, if required by the Company, attends a medical examination by a doctor selectedand instructed by it; and(c) the Executive fully indemnifies the Company against all costs, expenses and claims incurred by theCompany in connection with challenging the scheme provider’s decision to refuse to provide benefitsunder the scheme.11.5 The Company at its absolute discretion reserves the right to discontinue, vary or amend any schemeprovided for the benefit of the Executive and, where appropriate, his dependents, at any time and will not beliable to provide any replacement benefit of the same or similar kind, or compensation in lieu of such benefit.The Company will provide appropriate notice of any discontinuance, variation or amendment.11.6 Nothing in this agreement will prevent the Company terminating the Executive's employment for whateverreason (including but not limited to his incapacity) even if such termination results in the Executive losingany existing or prospective benefits as detailed in clause 11.1.12 HOLIDAYS12.1 The Company's holiday year runs from 1 January to 31 December. The Executive will in addition to bankholidays be entitled to 25 working days' paid holiday in each holiday year. The rate of pay due in respect ofeach bank and public holiday or working day’s paid holiday will be calculated on the basis of 1/260 of theExecutive’s Salary. Holidays are to be taken at such time or times as may be approved by the LineManager. The Executive shall not be entitled to take more than 10 days' holiday at any one time, unlesspreviously agreed with the Line Manager.12.2 The Executive will not be entitled to carry forward any unused days of his holiday entitlement to thesubsequent holiday year. Notwithstanding this, if the Executive has been unavoidably prevented from takingholiday during the relevant holiday year then he may be entitled to carry over some unused holiday day’ssubject always to approval by his Line Manager and entirely at the Company’s discretion. No payment inlieu of any unused holiday will be paid with the exception of upon the termination of the Executive’semployment.12.3 If the Executive has been unavoidably prevented from taking holiday during the relevant holiday yearbecause of sickness absence, an exception may be made upon request and with the Company’sapproval. There is no payment in lieu in respect of any holiday untaken at the end of the holiday year.12.4 The Company and the Executive agree that in any holiday year the Executive will be deemed to take anyholiday accruing under the Working Time Regulations 1998 first.12.5 The Company reserves the right at its sole discretion to require the Executive to take or not to take all orpart of any outstanding holiday during any notice period or period of garden leave.7 th12.6 On termination of the Executive's employment, the Executive's entitlement to accrued holiday pay will bedirectly in proportion to the Executive's service during the holiday year in which the termination took place,plus a sum in respect of any holiday which the Executive has been permitted to carry over from previousholiday years in accordance with clause 12.3. If on termination of employment the Executive has takenholidays in excess of the holidays equivalent to the proportion of the holiday year he has been employed bythe Company to the Termination Date, the Company will be entitled to deduct from sums payable to theExecutive a sum in respect of each day's holiday taken in excess of such entitlement.12.7 If the Company has terminated or would be entitled to terminate the Executive's employment under clause18.1, or if the Executive has terminated his employment in breach of this agreement, any payment dueunder clause 12.6 shall be limited to the Executive's statutory entitlement under the Working TimeRegulations 1998 and any paid holidays (including paid public holidays) shall be deemed to have been takenfirst in satisfaction of the statutory entitlement.12.8 If the Executive’s employment is terminated under clause 18.5 the Executive will not be entitled to anypayment in respect of holiday which would otherwise have accrued during the remainder of the noticeperiod.13 INCAPACITY13.1 If the Executive is absent from his duties as a result of illness he will notify the Line Manager as soon aspossible and then keep the Company informed and complete any self-certification forms which are requiredby the Company. If the incapacity continues for a period of eight days or more he will produce to theCompany a medical certificate to cover the duration of such absence. The Executive must produce medicalcertificates to cover any further period of absence.13.2 If the Executive is absent from his duties as a result of illness or injury then (subject to clause 18.1(g)) if hecomplies with the requirements in this clause he will be entitled to payment of his Salary at the full rate inrespect of such illness or injury for a period (in total) of no more than 90 days in any period of 12 months(whether the absence is intermittent or continuous). Thereafter, the Executive will not be entitled to anyfurther payment from the Company (other than Statutory Sick Pay) until the resumption of his duties, unlessand to the extent that any absence thereafter is for substantially the same illness or injury or is related to or aconsequence of it, in which cases it will attract Statutory Sick Pay only.13.3 The remuneration paid under clause 13.2 will include any Statutory Sick Pay payable and when this isexhausted it will be reduced by the amount of any Social Security Sickness Benefit or other benefitsrecoverable by the Executive (whether or not recovered).13.4 For the avoidance of doubt the provisions of this clause 13 will not prejudice or limit in any way theCompany's right to terminate this agreement pursuant to clauses 3 and 18 or otherwise pursuant to itsterms.13.5 Whether or not the Executive is absent by reason of sickness, injury or other incapacity the Executive will atthe request of the Company agree to have a medical examination performed by a doctor appointed and paidfor by the Company and the Executive authorises the Board to have unconditional access to any report orreports8 (including copies) produced as a result of any such examination as the Board may from time to timereasonably require. The Executive will also authorise his own doctor to disclose and discuss with theCompany and/or its medical advisers any information about his health or medical records having an actualor potential bearing upon his ability to perform his duties under this agreement.13.6 The Executive will not be entitled to sick pay (except for Statutory Sick Pay) if he is absent from his dutiesas a result of illness whilst:(a) an investigation is being carried out into an alleged act of misconduct by the Executive or into anyother circumstances which may warrant the termination of his employment;(b) a redundancy exercise is being carried out and the Executive has provisionally been selected forredundancy; or(c) the Executive is working out his notice period.Sick pay may be reinstated if the Executive is not ultimately dismissed as a result of that investigation orproposed redundancy.14 CONFIDENTIAL INFORMATION14.1 The Executive acknowledges that in the ordinary course of his employment he will be exposed toinformation about the business, technology, processes, products, plans, financial or other information ordata of the Company and any Group Company and that of the Company’s and the Group’s suppliers andcustomers which may amount to a trade secret, be confidential or commercially sensitive and which ifmisused or disclosed could cause significant harm to the Company or any Group Company. Suchinformation (whether or not recorded in writing, on computer disk or in any other medium) is referred to inthis agreement as Confidential Information and shall in particular include (without limitation):(a) details of how the Company/Group prices its products or services including any discounts or non-standard terms offered to any clients;(b) the Company/Group’s intellectual property (except where this is protected by patent or equivalentprotection);(c) information relating to the Company/Group’s suppliers and the terms and conditions (including anyprices and discounts) agreed with them;(d) information relating to the Company/Group's clients or customers and the terms and conditions(including any prices and discounts) agreed with them;(e) research and development projects of the Company/Group;(f) the Company/Group’s marketing and sales strategies and plans;(g) potential acquisitions and disposals by the Company/Group;(h) the Company/Group’s financial and sales performance;9 (i) any processes, inventions, designs, know-how, discoveries, technical specifications and othertechnical information relating to the creation, production or supply of any past, present or futureproduct or service of the Company/Group; and(j) any other categories of confidential information that the Company wants to protect and which itnotifies to the Executive in writing as being confidential or which by its nature or the surroundingcircumstances is clearly confidential.14.2 The Executive agrees to accept the restrictions in this clause in relation to such Confidential Information.The Executive will not either directly or indirectly during the term of this agreement or after its terminationwithout limit in time, either for his own purposes or for any purposes other than those of the Company or anyGroup Company (for any reason and in any manner), use or divulge or communicate to any person, firm,company or organisation (except to those officials of the Company or any Group Company who need toknow the same) any Confidential Information acquired or discovered by him in the course of hisemployment with the Company.14.3 The Executive will be responsible for protecting the confidentiality of the Confidential Information and shall:(a) use his best endeavours to prevent the use, disclosure or communication of any ConfidentialInformation by any person, company or organisation; and(b) inform the Board immediately on becoming aware, or suspecting, that any such person, firm,company or organisation knows or has used any Confidential Information.14.4 The restrictions contained in this clause do not apply to:(a) any disclosure authorised by the Board or required in the ordinary and proper course of theExecutive's employment or as required by the order of a court of competent jurisdiction or anappropriate regulatory authority or otherwise required by obligation of public law; or(b) any information that the Executive can demonstrate was known to him prior to the commencement ofthe Executive's employment by the Company or by any Group Company; or(c) any information which is, or comes into, the public domain other than through the Executive'sunauthorised disclosure or breach of confidence; or(d) any information being a protected disclosure by the Executive in accordance within the meaning ofsection 43A Employment Rights Act 1996.14.5 The Executive will not, other than with the prior written approval of the Board or any Director of the GroupCompany to whom he reports, make or issue any press, radio or television statement, or publish or submitfor publication any letter or article relating directly or indirectly to the business affairs of the Company or anyGroup Company containing Confidential Information.14.6 The provisions of this clause 14 are without prejudice to the duties and obligations of the Executive whichexist at common law or in equity.10 14.7 The provisions of this clause 14 shall survive any termination of this agreement and shall remain in force inrelation to any item of Confidential Information for so long as it is still properly regarded by the Company orany Group Company as being confidential.15 INTELLECTUAL PROPERTY15.1 The Executive acknowledges and agrees that because of the nature of his duties and the particularresponsibilities arising as a result of such duties that he owes to the Company and any Group Company aspecial obligation to further the interests of the Company and any Group Company.15.2 The Executive will promptly disclose in writing to the Company any works of any nature which he makes(alone or with others) during the course of his employment and the Company will keep such inventionconfidential unless and until it has been determined whether it is an invention owned by the Company.15.3 Subject to section 39 of the Patents Act 1977, all intellectual property rights existing (or which may in thefuture exist) in any works created by the Executive during the course of his employment or by usingmaterials, tools, information or opportunities made available to him through his employment shall belong tothe Company (or to any Group Company which the Company may nominate in writing from time to time)and the Executive hereby assigns all the intellectual property rights in such works to the Company (or to anyGroup Company which has been nominated in writing), free from all encumbrances. For these purposes“intellectual property rights” include trademarks, registered designs, design rights, copyrights and futurecopyrights, database rights and other intellectual property rights together, where registerable, with the right toapply for registration of such rights and to claim priority from such applications. This clause shall apply bothto such rights which exist at the date of this agreement and which may come into existence in the future.15.4 Subject to sections 39 - 42 of the Patents Act 1977, if required by the Company to do so (whether during orafter the termination of his employment), the Executive will sign any document and do anything necessaryor desirable to:(a) fully vest ownership in the Company as sole beneficial owner of any rights either (i) referred to inclause 15.3 or (ii) which the Company owns (alone or with others) in inventions made by theExecutive by virtue of section 39 of the Patents Act 1977; and(b) enable the Company, or any Group Company which the Company may nominate from time to time,to maintain in force, enforce or defend any such right.15.5 The Executive irrevocably waives, on a worldwide basis, in favour of the Company all his rights pursuant tosections 77 to 89 inclusive of the Copyright Designs and Patents Act 1988 and similar rights throughout theworld in any work he may create during the course of his employment.15.6 The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to executeor complete any document or do any such thing and generally to use his name for the purposes of giving tothe Company (or its nominee or successors) the full benefit of the provisions of this clause 15.11 15.7 The Executive accepts that no future agreement between the Company and him, dealing with the ownershipor licensing of any intellectual property rights in works or inventions created by him, shall be enforceableunless and until it is in writing signed on behalf of the Company by a director (not being the Executive).15.8 The Executive agrees that he will not use or commercially exploit any of the Company’s intellectual propertyrights after the termination of his employment with the Company, without the Company’s prior writtenconsent.15.9 The provisions of this clause 15 shall remain in full force and effect following the termination of thisagreement for any reason, whether such termination is lawful or not.16 NON-SOLICITATION AND RESTRICTIVE COVENANTS16.1 The Executive undertakes to the Company on behalf of itself and as agent for any Group Company that hewill not directly or indirectly and whether alone or in conjunction with or on behalf of any other person andwhether as a principal, shareholder, director, employee, agent, consultant, partner, independent contractoror otherwise:(a) at any time during the period of 12 months from the Effective Date be employed, engaged, concernedor interested in any business providing Competing Products or Services within or related to theRestricted Territory;(b) at any time during the period of 12 months from the Effective Date be employed, engaged, concernedor interested in any Relevant Customer if as a result that customer may reasonably be expected tocease to use or materially reduce its usage of the products or services of the Company or anyRelevant Group Company;(c) at any time during the period of 12 months from the Effective Date canvass, solicit, attempt to solicit,interfere with or entice away or cause to be canvassed, solicited, interfered with or enticed away anyRelevant Customer with a view to providing it with any Competing Products or Services; or(d) at any time during the period of 12 months from the Effective Date provide or agree to provide to anyRelevant Customer any Competing Products or Services; or(e) at any time during the period of 12 months from the Effective Date solicit, entice or induce orendeavour to solicit, entice or induce or assist any Key Person to leave the Company or anyRelevant Group Company, whether or not such person would commit any breach of his owncontract of employment or engagement by doing so; or(f) at any time during the period of 12 months from the Effective Date in connection with any business inor proposing to be in competition with the Company or any Relevant Group Company employ,engage or appoint or in any way cause or assist to be employed, engaged or appointed a KeyPerson; or12 (g) at any time during the period of 12 months from the Effective Date solicit or attempt to solicit or placeorders for the supply of products or services from a Supplier if as a result the Supplier mayreasonably be expected to cease supplying, or materially reduce its supply or vary detrimentally theterms on which it supplies products or services to the Company or any Relevant Group Company;or(h) encourage, assist or procure any third party to do anything which, if done by the Executive would bein breach of (a) to (g) above.16.2 Each of the restrictions in clause 16 is intended to be separate and severable and in the event that any ofsuch restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to bevalid and effective if part of the wording or range of services or products were reduced in scope or deleted,the said restrictions shall apply with such modifications as may be necessary to make them valid andeffective.16.3 None of the restrictions in clause 16 shall prevent the Executive from:(a) holding up to 1% of any securities in a company which is quoted on any recognised Stock Exchange;or(b) being employed, engaged, concerned or interested in any business insofar as the Executive’s dutiesor work relate solely to geographical areas where the business is not in competition with theCompany or any Relevant Group Company; or(c) being employed, engaged, concerned or interested in any business insofar as the Executive’s dutiesor work relate solely to products or services of a kind with which the Executive was not directlyinvolved, concerned or connected during the period of 12 months immediately prior to the EffectiveDate.16.4 Since by reason of services rendered to or offices held in any other Group Company the Executive mayalso obtain in the course of his employment knowledge of the trade secrets or other confidential informationof such companies, the Executive hereby agrees that he will at the request and cost of the Company enterinto a direct agreement or undertaking with such Group Company whereby the Executive will acceptrestrictions corresponding to the restrictions contained in this agreement (or such of them as may beappropriate in the circumstances) in relation to such products and services and such area and for suchperiod as such Group Company may reasonably require for the protection of its legitimate interest.16.5 It is understood and agreed by the Company and the Executive that damages may be an inadequateremedy in the event of a breach by the Executive of any of the restrictions contained in this clause 16 andthat any such breach by the Executive or on his behalf may cause the Company great and irreparable injuryand damage. Accordingly, the Executive agrees that the Company shall be entitled, without waiving anyadditional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and otherequitable relief in the event of a breach or intended or threatened breach by the Executive of any of therestrictions contained in this clause 16.13 16.6 If the Executive is offered new employment or a new appointment or engagement he agrees to immediatelybring the terms of this clause 16 to the attention of the person making the offer.16.7 The Executive agrees that, on or before the Termination Date, he will delete any connection between himand any Key Person or Relevant Customer or Supplier stored in any form of Social Media. The Executivefurther agrees that updating his profile and/or connecting or reconnecting to any Key Person or RelevantCustomer or Supplier using Social Media after the Termination Date may amount to a breach of clause 16.1above.16.8 The Executive may seek the written consent of the Company, which may be withheld for good reason, towaive the provisions of this clause 16 on a case by case basis.16.9 For the purposes of this clause 16 the following expressions shall have the following meanings:(a) "Competing Products or Services" means products or services which are of the same kind as orof a materially similar kind to and competitive with any products or services sold or supplied by theCompany or any Relevant Group Company during the period of 12 months immediately prior to theEffective Date and with which sale or supply the Executive was directly involved, concerned orinterested or about which he possessed Confidential Information.(b) “Confidential Information” is as defined in clause 14.1.(c) "Effective Date" means the Termination Date or (if earlier) the date on which the Executivecommences garden leave in accordance with clause 18.3 of this agreement.(d) "Key Person" means any person employed by the Company or any Relevant Group Company whoon the Effective Date is an officer of the Company or any Relevant Group Company, has “director” inhis title, is a director or a member of the senior management team, senior new business person orsales person or executive or is of the same or similar grade to the Executive and in each case withwhom the Executive worked or had material dealings or whose work he was responsible for ormanaged during the period of 12 months immediately prior to the Effective Date.(e) "Relevant Customer" means any person, firm, company or organisation who or which at any timeduring the period of 12 months immediately prior to the Effective Date is or was:(i) negotiating with the Company or a Relevant Group Company for the sale or supply ofRelevant Products or Services; and/or(ii) a client or customer of the Company or any Relevant Group Company for the sale or supplyof Relevant Products or Services,and in each case with whom the Executive was directly involved, concerned or connected in thatrespect during that period or about which he possessed Confidential Information.14 (f) "Relevant Group Company" means any Group Company (other than the Company) for which theExecutive has performed services under this agreement or for which the Executive has had materialoperational or management responsibility or has provided material services at any time during theperiod of 12 months immediately prior to the Effective Date.(g) "Relevant Products or Services" means any products or services sold or supplied by theCompany or any Relevant Group Company during the period of 12 months immediately prior to theEffective Date and with which sale or supply the Executive was directly involved, concerned orconnected or about which he possessed Confidential Information.(h) "Restricted Territory" means within UK & Northern Ireland and any other country in the world(including, for the avoidance of doubt, any country within Europe together with South Africa andAustralia) where on the Effective Date the Company or any Relevant Group Company was engagedin the research into, development, distribution, sale or supply of or otherwise dealt with, RelevantProducts or Services.(i) "Social Media" means any online communication tool which facilitates the creation, publication,storage and/or exchange of user-generated content, including but not limited to Facebook, Flickr,Google, LinkedIn, MySpace, Skype, Twitter, Tumblr, You Tube and Wikis.(j) "Supplier" means any business which at any time during the period of 12 months immediately priorto the Effective Date provided products or services to the Company or the Relevant Group Companyand with whom the Executive had material dealings or for whom the Executive had responsibility inthat respect at any time during that period.17 STATEMENTS17.1 The Executive will not at any time knowingly make any untrue or misleading statement in relation to theCompany or any Group Company.17.2 The Executive will not at any time after the termination of his employment with the Company representhimself as still being in any way connected with or interested with the Company or any Group Company ortheir respective businesses unless the particulars are specifically agreed in writing with the Company.17.3 The Company’s officers and directors will not at any time knowingly make any untrue or misleadingstatement in relation to the Executive, both during and after the termination of the employment relationship.18 TERMINATION18.1 Notwithstanding the provisions of clause 3 above, the Company may terminate this agreement immediatelywithout notice in writing (even if the Company may have allowed any time to elapse or on a former occasionmay not have enforced its rights under this clause) and without obligation to pay any compensation to theExecutive if he:15 (a) without any reasonable cause materially neglects, omits or refuses to perform all or any of his dutiesor obligations under this agreement or to observe and perform the provisions of this agreement to thereasonable satisfaction of the Board; or(b) misconducts himself whether during or outside the course of his duties under this agreement in sucha way that in the reasonable opinion of the Board the business, operation, interests or reputation ofthe Company or any Group Company is, or is likely to be, prejudicially affected; or(c) commits any criminal offence (including in particular any offence involving dishonesty or violence)other than an offence which does not in the opinion of the Board affect his position under thisagreement; or(d) is convicted of an offence under any statutory enactment or regulation relating to bribery; or(e) becomes bankrupt or makes or attempts to make any composition with creditors or if any insolvencyorder is made against the Executive; or(f) becomes of unsound mind; or(g) becomes incapacitated from performing all or any of his duties under this agreement by illness, injuryor otherwise for a period exceeding (in total) 26 weeks (or for such longer period as the Companymay agree) in any period of 12 months; or(h) becomes prohibited by law from being a director of a company or if the Executive ceases to be adirector of the Company without the consent of the Company; or(i) commits any act of gross misconduct during the course of his duties under this agreement; or(j) is guilty of any deliberate act of discrimination, harassment or victimisation on grounds of age,disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race,religion or belief, sex or sexual orientation; or(k) commits a material breach of any Company policy or procedure.18.2 The Company will have the right to suspend the Executive (subject to the continued payment of Salary andbenefits, but not sick pay) pending any investigation into any potential dishonesty, gross misconduct or anyother circumstances which may give rise to a right to the Company to terminate the Executive'semployment with or without notice for such period as it thinks fit.18.3 During any period of notice, and provided that the Company continues to pay the Salary and to provide allbenefits to which he is contractually entitled (or a sum in lieu of the value to him of such benefits) until thetermination of his employment, then the Company is entitled at its absolute discretion to place the Executiveon garden leave. During any such period of garden leave the Executive must not, except as authorised bythe Company:16 (a) attend his place of work or any other premises of the Company or any Group Company during theremaining period of his notice (or any part of such period);(b) make contact (including socially) with any employees, agents, suppliers or customers or clients ofthe Company or any Group Company except as directed by the Company during the remainingperiod of his notice (or any part of such period); and(c) make any public announcement of his departure save at a time and in terms reasonably directed bythe Company.18.4 In addition to clause 18.3, during any period of garden leave, the Company may require the Executive to:(a) not carry out his duties or to exercise his powers or responsibilities under this agreement during theremaining period of his notice period (or any part of such period);(b) resign immediately from any offices he may hold in the Company or in any Group Company;(c) return to the Company all documents, computer disks, laptop computers, mobile telephones,iPhones or similar devices and other property (including summaries, extracts or copies) belonging tothe Company or any Group Company or to its or their clients or customers; and(d) work from his home and/or to carry out exceptional duties or special projects outside the normalscope of his duties and responsibilities.18.5 Whether or not either party has served notice to terminate this agreement under clause 3, the Companymay, at its absolute discretion, terminate the Executive’s employment at any time by notifying the Executivein writing that it is exercising its right under this clause 18.5 to dismiss him with immediate effect and that itwill be making a payment to him in line with the provisions of this clause 18.5 and of clause 18.6. Such apayment will be equivalent to the Salary (excluding any benefits) which would have been payable during theExecutive’s notice period or any unexpired balance thereof and will be in full and final settlement of theExecutive’s contractual claims under this agreement. The Company is not obliged to make such a payment(and will be entitled to recover any sums already paid) if after such notification it becomes aware of anygrounds arising prior to the Termination Date which would have entitled it to summarily dismiss theExecutive in accordance with clause 18.1.18.6 The Company reserves the right to pay any sums due under clause 18.5 in equal monthly instalmentsduring what would have been the unexpired portion of the Executive’s contractual noticeperiod. Notwithstanding that a termination of his employment in accordance with clause 18.5 is not a breachof this agreement, the Executive agrees that following such notification as is referred to in clause 18.5 he willbe under a duty to take reasonable steps to mitigate any consequential losses by seeking an alternativeremunerative position, whether as employee, director, self-employed consultant or shareholder, and to notifythe Company in writing as soon as any such position is accepted, of when it is due to commence and thefinancial terms applicable to it. If the Executive obtains an alternative position during this period any17 sums due to the Executive under clause 18.5 will be reduced or extinguished accordingly.18.7 If the Company terminates the Executive’s employment without the written notification referred to in clause18.5, then the Executive will have no contractual entitlement to the pay in lieu of notice referred to in thatclause.18.8 In the event of termination, the Company shall pay the Executive compensation in accordance withSCHEDULE 1.19 RETIREMENT19.1 The Company does not have a fixed retirement age although this may be reviewed from time to time toreflect the Company's business needs. The Executive may choose at what age he wishes to retire. If theExecutive wishes to retire he should provide the Company with as much notice as possible, and at least theperiod of notice he is required to give to terminate his employment under this agreement.19.2 Since knowing when the Executive intends to retire may be helpful to the Company in terms of successionplanning etc., the Company may ask the Executive about his plans in this respect from time to time. TheExecutive is not bound by any indication he gives the Company, but he agrees to keep it informed of anychanges to his stated intentions arising, for example, through changes in his personal circumstances.20 DEDUCTIONS20.1 For the purposes of the Employment Rights Act 1996, the Executive hereby authorises the Company at anytime during the continuance of this agreement and in any event on termination howsoever arising, to deductfrom him remuneration (which for this purpose includes Salary, pay in lieu of notice, commission, bonus,holiday pay and sick pay) all debts owed by the Executive to the Company or any Group Company,including but without limitation the balance outstanding of any loans (and interest where appropriate)advanced by the Company to the Executive, the cost of repairing any damage or loss to the Company'sproperty caused by him, any non-business or unauthorised expense incurred on the Company’s credit cardand any loss suffered by the Company as a result of any neglect or breach of duty by the Executive.20.2 The Executive further agrees that the Company may withhold any sums owing on termination of hisemployment pending his compliance with clauses 23 and 24.1 of this agreement.21 SUCCESSORS21.1 This agreement is personal to the Executive and shall not be assigned by the Executive and the rights,benefits and obligations of the Executive hereunder shall not be subject to voluntary or involuntaryassignment or transfer without prior written consent of the Company. In addition, any payment owed to theExecutive hereunder after the date of the Executive’s death shall be paid to the Executive’s estate.21.2 This agreement shall be binding upon the Company and its successors and assigns. In addition to anyobligations imposed by law upon any successor of the Company,18 the Company will require any successor (including by reason of Change of Control) if applicable toexpressly assume and agree to person this agreement in the same manner and to the same extent that theCompany 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 inthis agreement, “Company” shall include any successor to the Company.22 SALE OR RECONSTRUCTION OF THE COMPANYThe Executive will have no claim against the Company if his employment under this agreement isterminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstructionprovided that he is offered employment with any concern or undertaking resulting from such amalgamationor reconstruction on terms and conditions which, taken as a whole, are not substantially less favourablethan the terms of this agreement.23 DELIVERY OF DOCUMENTS AND PROPERTYOn termination of this agreement for any reason (or earlier if requested) the Executive will:(a) immediately deliver up to the Company all property (including but not limited to any, hardware,documents and software, Blackberry, mobile telephone, iPhone or similar device, credit cards, keysand security passes) belonging to it or any Group Company in the Executive's possession or underhis control. “Documents and software” include (but are not limited to) correspondence, diaries,address books, databases, files, reports, minutes, plans, records, documentation or any othermedium for storing information. The Executive's obligations under this clause include the return of allcopies, drafts, reproductions, notes, extracts or summaries (however stored or made) of alldocuments and software. The Company may withhold any monies then owing to the Executive inany respect pending his providing, if so requested, his written undertaking that he has complied withthis obligation;(b) provide access (including passwords) to any computer (or other equipment or software) in hispossession or under his control which contains information relating to the Company or any GroupCompany. The Executive also agrees that the Company is entitled to inspect, copy and/or removeany such information from any such computer, equipment or software owned by the Executive orunder his control and the Executive agrees to allow the Company reasonable access to the same forthese purposes.24 RESIGNATION AS DIRECTOR24.1 Without prejudice to clause 18.4(b) the Executive will on termination of this agreement for any reason at therequest of the Board resign immediately without claim for separate compensation:(a) as a director of the Company and any such Group Company of which he is a director; and(b) from all trusteeships held by him of any pension scheme or other trusts established by the Companyor any Group Company or any other company19 with which the Executive has had dealings as a consequence of his employment with the Company.24.2 If the Executive fails to resign within seven days of its request, the Company is irrevocably authorised toappoint a person to execute any documents and to do everything necessary to effect such resignation orresignations on the Executive's behalf, and may withhold pending compliance any sums owing to theExecutive in any respect.25 DISCIPLINARY AND GRIEVANCE PROCEDURES25.1 The Company's disciplinary and grievance procedures are set out in the Company Handbook available fromHuman Resources. These procedures do not form part of the Executive’s contract of employment.25.2 If the Executive has any grievance relating to his employment, he should raise it in the first instance with theChief Human Resources Officer, in accordance with the Company’s grievance procedure.26 DATA PROTECTION26.1 The Company will hold and process personal data (including sensitive personal data) about the Executive inmanual and automated filing systems in relation to the following: salary administration; pensionadministration; health administration; health insurance/benefits; to facilitate communications betweenemployees within the Company/Group; training and appraisal purposes, including performance anddisciplinary records; equal opportunities monitoring; any Company benefit administration; for the purposes ofany potential sale or granting of share options over 20% of the shares of the Company or any GroupCompany or any change of control or any potential transfer of the Executive’s employment under theTransfer of Undertakings (Protection of Employment) Regulations 2006 (disclosure may include in thesecircumstances disclosure to the potential purchaser or investor and their advisors); for the Company’sglobal operations and reporting and for the management of its global HR information systems; marketingand /or PR Purposes. Where any services or benefits referred to above are provided to the Company bythird parties, the Company may disclose some of the Executive’s personal information to those third parties.26.2 For any of the above purposes and in view of the Company’s global operations, the Company may transfersome or all of the Executive’s personal data to countries outside the European Economic Area (EEA).Countries outside of the EEA may not have data protection laws as comprehensive as those existing in theEEA. The Company will take reasonable steps to ensure that such data is held securely.26.3 The Executive agrees to use all reasonable endeavours to keep the Company informed of any changes tohis personal data and to comply with the Company’s data protection rules and procedures as set out in theCompany’s Data Protection Policy/Staff Handbook. By entering into this agreement, the Executive isdeemed to have been notified about the manner in which the Company will use his personal data.20 27 POLICIES AND PROCEDURESThe Executive agrees to comply with all of the Company’s policies and procedures including withoutlimitation the Company’s email and internet policy, equal opportunities policy and anti-bribery policy.28 COLLECTIVE AGREEMENTSThere are no collective agreements with trade unions that directly affect the terms and conditions of theExecutive's employment.29 NOTICES29.1 Any notice to be given under this agreement to the Executive may be given to him personally or sent to himby pre-paid first class letter or sent by email and/or facsimile transmission addressed to him at his lastknown email address/fax number/place of residence. Any notice to be given to the Company should beaddressed to the Line Manager and may be served by leaving it at or sending the notice by email, fax or pre-paid first class letter to him at its registered office for the time being.29.2 Any notice served by post shall be deemed to have been served forty‑eight hours after it was posted andproof that the notice was properly addressed, pre‑paid and posted shall be sufficient evidence of service.30 WARRANTYThe Executive represents and warrants that he is not prevented by any agreement, arrangement, contract,understanding, court order or otherwise, which in any way directly or indirectly restricts or prohibits him fromfully performing his duties in accordance with the terms and conditions of this agreement.31 ENTIRE AGREEMENTTogether with the offer letter dated 15 June 2017, this agreement constitutes the entire agreement betweenthe parties and cancels and is in substitution for all previous letters of engagement, agreements,representations, offers and arrangements (whether oral or in writing) relating to the Executive’s employment,all of which shall be deemed to have been terminated by mutual consent with effect from theCommencement Date.32 INVALIDITYIf any provision of this agreement is held to be invalid or unenforceable:(a) such provision shall be deemed deleted and severed from this agreement;(b) amendments to the agreement may be made by the addition or deletion of wording as appropriate toreplace the invalid part or provision with such provision that retains the closest possible effect to theinvalid provision or part and is both valid and enforceable; and(c) the validity and enforceability of the other provisions of this agreement shall not be affected.21 33 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999This agreement shall be enforceable by any Group Company under the Contracts (Rights of Third Parties)Act 1999. Save as expressly stated in this agreement, no other rights are conferred on any other third party,including the Executive’s spouse or dependants.34 DISPUTE RESOLUTION34.1 If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faithto settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution(“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days ofnotice of the dispute, the mediator will be nominated by CEDR.34.2 Mediation is a confidential process and will be entered into both voluntarily and in good faith, and neitherparty, by entering into such a process will waive their respective statutory or contractual employment rights.35 GOVERNING LAW AND JURISDICTION35.1 This agreement is governed by and interpreted in accordance with the law of England and Wales.35.2 The parties submit to the exclusive jurisdiction of the High Court of England and Wales in connection withany claim, dispute or matter arising out of or relating to this agreement.35.3 Any delay by the Company in exercising any of its rights under this agreement will not constitute a waiver ofsuch rights.22 IN WITNESS of which this agreement has been executed and, on the date set out above, delivered as a deed. EXECUTED as a deed, for and on behalf of theCompany, in the presence of: Officer of theCompany Signature :/s/ Sharon Bridgland-Gough Name :Sharon Bridgland-Gough Witness Signature :/s/ Doreen Woodham Name :Doreen Woodham Occupation :HR Administrator Address :Cardtronics SIGNED as a deed by the Executive in the presence of: Executive Signature :/s/ Marc Terry Name :Marc Terry Witness Signature : Name : Occupation : Address : 23 SCHEDULE 1EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION1 DEFINITIONSIn this agreement the following words, phrases and expressions shall have the following meaning:1.1 “Good Reason” means the occurrence of any of the following events:(a) A reduction of the Executive’s salary of 5% or more, unless such reduction is part of an initiative thatapplies to and affects all similarly situated executive offices of the Company substantially the sameand proportionally;(b) A material reduction in the Executive’s duties or responsibilities.(c) A material breach of this agreement by the Company, other than an isolated, insubstantial andinadvertent failure to comply with this agreement not occurring in bad faith; or(d) Any failure by the Company to comply with and satisfy its obligations in relation to Clause 21.without the Executive’s written consent.Notwithstanding paragraph 1.1, “Good Reason” shall not be effective unless all of the following conditionsare satisfied:(a) the condition described at paragraph 1.1 must have happened without the Executive’s consent;(b) the Executive must have provided a written Notice of Breach to the Company of such condition inaccordance with clause 29 within 45 days of the initial existence of such condition;(c) the condition specified in the Notice of Breach must remained uncorrected for 30 days following theCompany’s receipt of the Notice of Breach; and(d) the date of the Executive’s termination of employment must occur within 90 days of the initialexistence of the condition specified in the Notice of Breach.Any Notice of Breach shall be deemed void if the Company rectifies the matter giving rise to Good Reasonunder paragraph 1.1 within 30 days of the Notice of Breach.1.2 “Notice of Breach” means a written notice delivered to the other party that:(a) indicates the specific provision in this agreement that the party contends the other party hasbreached or the specific clause of paragraph 1.1 that the party alleges to exist; and(b) where applicable, details the facts and circumstances that provide the basis for such breach or othercondition.24 22.1 If the Executive’s employment is terminated:(a) in accordance with Clause 18.1; or(b) by the Executive resigning for other than Good Reason.then all compensation and all benefits to the Executive shall terminate contemporaneously with suchtermination of employment, except as specified in paragraphs 2.2, 2.3 and 2.4 of this Schedule 1.2.2 If the Executive’s employment is terminated for a reason specified at paragraph 2.1, the Executive shall beentitled to:(a) payment of all accrued and unpaid Salary up to and including the Termination Date;(b) reimbursement for all incurred expenses incurred but not yet paid, in accordance with Clause 9; and(c) all benefits to which the Executive is entitled to under Clauses 10 or 11 up to and including theTermination Date.2.3 In addition, if the Executive’s employment is terminated pursuant to Clause 18.1(f) or Clause 18.1(g) he shallalso be entitled to:(a) the amount of any unvested portion under the Cardtronic’s Long Term Incentive Plan that havepreviously been earned but that would have otherwise vested solely by the passage of time withinone year following the Termination Date, which shall be accelerated on the Termination Date andsettled within 10 days following the Termination Date; and(b) any unpaid bonus under the Annual Incentive Plan for the calendar year ending prior to theTermination Date.2.4 Paragraph 2.3(b) shall also apply in relation to termination by way of reason specified at paragraph 1.1(b).33.1 If the Executive’s employment is terminated by way of:(a) the Executive’s resignation for Good Reason; or(b) the Company terminating the Executive’s employment for any reason other than those detailed atClause 18.1then all compensation and all benefits to Executive shall terminate contemporaneously with such terminationof employment, except as detailed at paragraph 3.2:25 3.2 If the Executive’s employment is terminated in accordance with paragraph 3.1, the Executive shall beentitled to:(a) all accrued and unpaid Salary up to and including the Termination Date;(b) reimbursement for all incurred expenses in accordance with clause 9; and(c) subject to Executive’s delivery of a settlement agreement (as provided for by the Company) andsubject to the Executive’s compliance with all of the surviving provisions of this agreement, theExecutive shall receive the following additional compensation and benefits from the Company (but noother compensation or benefits after such termination):(i) any unpaid bonus under the Annual Incentive Plan for the calendar year ending prior to theTermination Date;(ii) a bonus for the calendar year in which the Termination Date occurs in an amount equal to thebonus under the Annual Incentive Plan for such year as determined in good faith by the Boardin accordance with the criteria established pursuant to SCHEDULE 2 and based on theCompany’s performance for such year, which amount shall be prorated through and includingthe Termination Date;(iii) an amount equal to the sum of Executive’s Annual Salary as of the Termination Date and theaverage bonus under the Annual Incentive Plan, which amount shall be divided into and paidin twelve equal consecutive monthly instalments, commencing on the first payroll date thatfalls on or immediately follows the 60th day after the Termination Date.26 SCHEDULE 2ANNUAL INCENTIVE PLANAnnual Executive Cash Incentive Plan (“AECIP”)You will participate in the AECIP with a target of 65% of your annual base salary. Payment is subject to theachievement of Company performance to established targets and defined individual objectives where results aredetermined by the Compensation Committee of the Parent Company. The AECIP allows you to earn 0% to 150% oftarget based on results. For 2017 this will be pro-rata based on the number of full months that you work and isguaranteed at 100% of target.27 SCHEDULE 3CARDTRONICS LONG TERM INCENTIVE PLANLong Term Incentive Plan (“LTIP”)You shall be eligible to participate in the Cardtronic’s Long Term Incentive Plan, subject to the terms of the Plan.You will have a target compensation of 85% of base salary and will allow you to earn 0% to 150% of sharesawarded. The LTIP grants a combination of time-based restricted stock units and performance based restrictedstock units which must be earned through Company performance.Sign on Equity GrantOn your date of hire you will receive an equity grant to the value of $250,000. The number of RSU’s granted will bedetermined by dividing the dollar value by the closing price on the Company’s stock on your date of hire. This willthen vest over three years on the anniversary of the grant on a 50%/25%/25% basis.28Exhibit 10.7 Execution Version SECOND AMENDED AND RESTATEDCREDIT AGREEMENTdated as ofNovember 19, 2018amongCARDTRONICS 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., BARCLAYS BANK PLCandWELLS FARGO BANK, N.A., as Co-Syndication AgentsandCAPITAL ONE, N.A. andCOMPASS BANK, as Co-Documentation Agents*****JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATEDandWELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Co-Lead Arrangers  TABLE OF CONTENTS Page ARTICLE I Definitions1Section 1.01 Defined Terms1Section 1.02 Classification of Loans and Borrowings35Section 1.03 Terms Generally36Section 1.04 Accounting Terms; GAAP36Section 1.05 Determination of Equivalent Amounts36Section 1.06 Additional Alternative Currencies37Section 1.07 LCT Election37Section 1.08 Interest Rates; LIBOR Notification38Section 1.09 Divisions39 ARTICLE II The Credits39Section 2.01 Commitments39Section 2.02 Loans and Borrowings40Section 2.03 Requests for Borrowings41Section 2.04 Swingline Loans42Section 2.05 Letters of Credit44Section 2.06 Funding of Borrowings50Section 2.07 Interest Elections51Section 2.08 Termination and Reduction of Commitments52Section 2.09 Repayment of Loans; Evidence of Debt53Section 2.10 Prepayment of Loans53Section 2.11 Fees54Section 2.12 Interest55Section 2.13 Market Disruption; Alternate Rate of Interest57Section 2.14 Increased Costs59Section 2.15 Break Funding Payments60Section 2.16 Taxes61Section 2.17 Payments; Generally; Pro Rata Treatment; Sharing of Set-offs67Section 2.18 Mitigation Obligations; Replacement of Lenders69Section 2.19 Increase of Commitments70Section 2.20 Defaulting Lenders71Section 2.21 Illegality73Section 2.22 Judgment Currency74 ARTICLE III Representations and Warranties74Section 3.01 Organization74Section 3.02 Authority Relative to this Agreement75Section 3.03 No Violation75Section 3.04 Financial Statements76Section 3.05 Reserved76Section 3.06 Litigation76Section 3.07 Compliance with Law76(i)  Section 3.08 Properties76Section 3.09 Intellectual Property76Section 3.10 Taxes77Section 3.11 Environmental Compliance77Section 3.12 Labor Matters78Section 3.13 Investment Company Status78Section 3.14 Insurance78Section 3.15 Solvency78Section 3.16 ERISA79Section 3.17 Disclosure79Section 3.18 Margin Stock79Section 3.19 Anti-Corruption Laws and Sanctions80Section 3.20 EEA Financial Institution80 ARTICLE IV Conditions80Section 4.01 Effective Date80Section 4.02 Each Credit Event82Section 4.03 Credit Events for Limited Condition Transactions82 ARTICLE V Affirmative Covenants83Section 5.01 Financial Statements83Section 5.02 Notices of Material Events85Section 5.03 Existence; Conduct of Business86Section 5.04 Payment of Obligations86Section 5.05 Maintenance of Properties; Insurance86Section 5.06 Books and Records; Inspection Rights86Section 5.07 Compliance with Laws86Section 5.08 Use of Proceeds and Letters of Credit87Section 5.09 Additional Guarantors; Termination of Guarantees87Section 5.10 Additional Borrowers; Removal of Borrowers89Section 5.11 Compliance with ERISA91Section 5.12 Compliance With Agreements91Section 5.13 Compliance with Environmental Laws; Environmental Reports91Section 5.14 Maintain Business92Section 5.15 Further Assurances92Section 5.16 Australian Restructuring92 ARTICLE VI Negative Covenants92Section 6.01 Indebtedness92Section 6.02 Liens93Section 6.03 Fundamental Changes94Section 6.04 Asset Sales95Section 6.05 Investments96Section 6.06 Swap Agreements97Section 6.07 Restricted Payments97Section 6.08 Prepayments of Indebtedness98Section 6.09 Transactions with Affiliates99(ii)  Section 6.10 Restrictive Agreements99Section 6.11 Business Acquisitions99Section 6.12 Constitutive Documents100Section 6.13 Reserved100Section 6.14 Amendment of Existing Indebtedness100Section 6.15 Changes in Fiscal Year100Section 6.16 Total Net Leverage Ratio100Section 6.17 Interest Coverage Ratio100 ARTICLE VII Events of Default and Remedies100Section 7.01 Events of Default100Section 7.02 Cash Collateral103 ARTICLE VIII The Administrative Agent103 ARTICLE IX Guarantee106Section 9.01 The Guarantee106Section 9.02 Guaranty Unconditional107Section 9.03 Discharge Only upon Payment in Full; Reinstatement In Certain Circumstances108Section 9.04 Waiver by Each Guarantor109Section 9.05 Subrogation109Section 9.06 Stay of Acceleration109Section 9.07 Limit of Liability109Section 9.08 Release upon Sale109Section 9.09 Benefit to Guarantor110Section 9.10 Keepwell110Section 9.11 Limitation for German Guarantors110Section 9.12 Limitation for South African Guarantors113 ARTICLE X Miscellaneous114Section 10.01 Notices114Section 10.02 Waivers; Amendments118Section 10.03 Expenses; Indemnity; Damage Waiver119Section 10.04 Successors and Assigns121Section 10.05 Survival124Section 10.06 Counterparts; Integration; Effectiveness125Section 10.07 Severability125Section 10.08 Right of Setoff125Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process125Section 10.10 WAIVER OF JURY TRIAL126Section 10.11 Headings127Section 10.12 Confidentiality127Section 10.13 Interest Rate Limitation128Section 10.14 USA Patriot Act128Section 10.15 Amendment and Restatement128Section 10.16 Exiting Lenders129(iii)  Section 10.17 Limitation of Liability of CFC Subsidiaries129Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions130Section 10.19 No Fiduciary Duty, etc130Section 10.20 Limited Release131 (iv)  SCHEDULES: Schedule 1.01(a)--CFC GuarantorsSchedule 1.01(b)--Credit Facility GuarantorsSchedule 1.01(c)--Non-Pro Rata Alternative Currencies and LendersSchedule 2.01(a)--CommitmentsSchedule 2.01(b)--Letter of Credit CommitmentsSchedule 2.01(c)--Swingline CommitmentsSchedule 2.05--Existing Letters of CreditSchedule 6.01--Existing IndebtednessSchedule 6.02--Existing LiensSchedule 6.05--Existing InvestmentsSchedule 6.10--Restrictive Agreements EXHIBITS: 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 (v)  SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as ofNovember 19, 2018 (the “Effective Date”), among Cardtronics plc, an English public limited company (“Parent”), theother 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., Barclays Bank plc and WellsFargo Bank, N.A., as Co-Syndication Agents and Capital One, N.A. and Compass Bank, as Co-DocumentationAgent.PRELIMINARY STATEMENT:WHEREAS, the Parent is a party to that certain Amended and Restated Credit Agreement dated April 24,2014 (as amended, the “Existing Credit Agreement”) among the Parent, the other Obligors party thereto, the lendersparty thereto, JPMorgan Chase Bank, N.A., as administrative agent for such lenders, and J.P. Morgan Europe Limited,as alternative currency agent; andWHEREAS, the Parent, the other Obligors, the Administrative Agent, the Alternative Currency Agent and theLenders mutually desire to amend and restate the Existing Credit Agreement in its entirety;NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the Parent,the other Obligors, the Administrative Agent, the Alternative Currency Agent and the Lenders agree that the ExistingCredit 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 specifiedbelow:“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate 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 in Dollars for anyInterest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (i) theLIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b) with respect to anyEurocurrency Borrowing denominated in an Alternative Currency for any Interest Period, an interest rate per annum(rounded upwards, if necessary, to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period.“Administrative Agent” means JPMorgan, in its capacity as administrative agent for the Lenders hereunder.1  “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by theAdministrative Agent.“Affiliate” means, with respect to a specified Person at any date, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is under common Control with the Personspecified.“Agreed Alternative Currency” means (a) Pounds Sterling, (b) Euros, (c) Canadian Dollars, (d) AustralianDollars and (e) a currency, in the case of any Loan, that is readily available in the amount required and freelyconvertible into Dollars in the London interbank market on the Quotation Day for such Loan and the date such Loan isto be advanced and, in the case of any Letter of Credit, in which one or more Issuing Lenders has agreed to issueLetters of Credit, in each case, as such currency has been approved in writing (including by email) by theAdministrative 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) the Prime Rate in effecton such day, (b) the FRBNY Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for an interestperiod of one month plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any dayshall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month InterestPeriod, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the AlternateBase Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effective from andincluding the effective date of such change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate,respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13, then theAlternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference toclause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoingwould be less than 1%, such rate shall be deemed to be 1% for purposes of this Agreement.“Alternative Currency” means any Agreed Alternative Currency or any Non-Pro Rata Alternative Currency.“Alternative Currency Agent” means J.P. Morgan Europe Limited in London, an Affiliate of theAdministrative Agent, acting at the request of the Administrative Agent, together with any other Affiliate or branch ofthe Administrative Agent acting in such capacity.“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Parent or itsSubsidiaries 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 the appropriateintersection in the table shown below, based on the Total Net Leverage Ratio for the most recently ended trailing four-quarter period with respect to which the Parent is required to have delivered the financial statements pursuant toSection 5.01 hereof (as such Total Net2  Leverage Ratio is calculated on Exhibit C of the Compliance Certificate delivered under Section 5.01(c) by the Parentin connection with such financial statement):LevelTotal Net Leverage RatioApplicable Margin forEurocurrency, CDOR,BBSY and JIBAR LoansApplicable Margin for ABRand Canadian Prime RateLoansIX > 3.001.75%0.75%IIX > 2.001.50%0.50%IIIX > 1.501.25%0.25%IVX < 1.501.00%0.00% Each change in the Applicable Margin shall take effect on each date on which such financial statements andCompliance Certificate are required to be delivered pursuant to Section 5.01, commencing with the date on which suchfinancials statements and Compliance Certificate are required to be delivered for the four-quarter period endingDecember 31, 2018. Notwithstanding the foregoing, for the period from the Effective Date through the date thefinancial statements and Compliance Certificate are required to be delivered pursuant to Section 5.01 for the fiscalquarter ended December 31, 2018, the Applicable Margin shall be determined at Level II. In the event that anyfinancial statement delivered pursuant to Section 5.01 is shown to be inaccurate when delivered (regardless of whetherthis Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, ifcorrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”)than the Applicable Margin applied for such Applicable Period, and only in such case, then the Parent shallimmediately (i) deliver to the Administrative Agent corrected financial statements for such Applicable Period,(ii) determine the Applicable Margin for such Applicable Period based upon the corrected financial statements, and(iii) immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increasedApplicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agentin accordance with Section 2.17. This provision is in addition to the rights of the Administrative Agent and theLenders with respect 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 Agent at the timerequired pursuant to Section 5.01, then effective as of the date such financial statements and corresponding ComplianceCertificate were required to be delivered pursuant to Section 5.01, the Applicable Margin shall be determined at Level Iand shall remain at such level until the date such financial statements and corresponding Compliance Certificate are sodelivered by the Parent. In the event that any such financial statement, if corrected, would have led to the applicationof a lower Applicable Margin for the Applicable Period than the Applicable Margin applied for such ApplicablePeriod, the Administrative Agent shall, at the request of the Parent, send out a single notice to the Lenders requestingrefund to the Administrative Agent of any overpayment of interest relating thereto. The Administrative Agent shallpromptly remit any amounts received to the Parent.3  “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitmentsrepresented by such Lender’s Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shallexist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any DefaultingLender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired,the Applicable Percentages shall be determined based upon the Revolving Credit Exposure, giving effect to anyLender’s status as a Defaulting Lender at the time of determination.“Arrangers” means, collectively, JPMorgan, Barclays, Merrill Lynch, Pierce, Fenner & Smith, Incorporated (orany other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all ofBank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or relatedbusinesses may be transferred after the Effective Date) and Wells Fargo Securities, LLC, each in its capacity as co-leadarranger and joint bookrunner.“Asset Sale” means the sale, transfer, lease or disposition (in one transaction or in an series of transactions andwhether effected pursuant to a Division or otherwise) by the Parent or any Restricted Subsidiary of (a) any of theEquity Interest in any Restricted Subsidiary, (b) substantially all of the assets of any division, business unit or line ofbusiness of the Parent or any Restricted Subsidiary, or (c) any other assets (whether tangible or intangible) of the Parentor any Restricted Subsidiary including, without limitation, any accounts receivable.“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee(with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent(which acceptance may not be unreasonably withheld or delayed), in the form of Exhibit 1.1B or any other formapproved by the Administrative Agent.“ATM Equipment” means automated teller machines and related equipment.“Australian Dollars” means the lawful currency of Australia.“Australian Restructuring” means the corporate restructuring of the Parent’s Australian Subsidiaries andoperations, as disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date; providedthat, after giving effect to such corporate restructuring, there shall be no adverse effect on the Collateral or Guarantees.“Availability Period” means the period from and including the Effective Date to but excluding the earlier of theMaturity Date and the date of termination of all of the Commitments as set forth herein.“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEAResolution Authority in respect of any liability of an EEA Financial Institution.“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for suchEEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.4  “Bank Bill Swap Reference Rate” means, with respect to any Borrowing denominated in Australian Dollars forany Interest Period, (a) the applicable Screen Rate at or about 10:30 a.m. Sydney time on the Quotation Day or (b) ifno Screen Rate is available for such Interest Period, the applicable Interpolated Rate as of such time on the QuotationDay, or if applicable pursuant to Section 2.13(a), the applicable Reference Bank Rate as of such time on the QuotationDay.“Bank of America” means Bank of America, N.A.“Bank Products” means each and any of the following bank services provided to any Obligor by a Lender orany of its Affiliates: (a) commercial credit cards, (b) commercial checking accounts, (c) stored value cards and (d)treasury management services (including, without limitation, controlled disbursements, automated clearinghousetransactions, return items, overdraft and interstate depository network services); provided that Bank Products shallspecifically exclude services and fees in respect of vault cash or cash for use in ATM Equipment.“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy orinsolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit ofcreditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it,including the Federal Deposit Insurance Corporation or any state or federal regulatory authority acting in such capacity,or, in the good faith determination 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 a Bankruptcy Eventshall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Personor any direct or indirect parent company thereof by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction ofcourts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit suchPerson (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts oragreements made by such Person.“Barclays” means Barclays Bank plc.“BBSY” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Bank Bill Swap ReferenceRate.“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control asrequired by the Beneficial Ownership Regulation.“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that issubject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Codeapplies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposesof Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.5  “Board” means the Board of Governors of the Federal Reserve System of the United States of America.“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, CATM UK, the CanadianBorrower, CATM Europe Holdings Limited, Cardtronics Australasia Pty Ltd and any other Wholly-Owned RestrictedSubsidiary that becomes a Borrower hereunder pursuant to Section 5.10(a), and “Borrower” means any one of them.“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same dateand, in the case of Eurocurrency Loans, CDOR Loans, BBSY Loans and JIBAR Loans, as to which a single InterestPeriod is in effect or (b) a Swingline Loan.“Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03 andsubstantially in the form attached hereto as Exhibit 2.03 or such other form reasonably acceptable to the AdministrativeAgent.“Business Acquisition” means (a) an Investment by the Parent or any Restricted Subsidiary in any other Personpursuant to which such Person shall become a Subsidiary or shall be merged into, amalgamated with or consolidatedwith the Parent or any Restricted Subsidiary or (b) an acquisition by the Parent or any Restricted Subsidiary of theproperty and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Personor any division or other business unit of such Person.“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks inNew York City, New York or Houston, Texas are authorized or required by Law to remain closed; provided that(a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on whichbanks are not open for dealings in the applicable currency in the London interbank market or the principal financialcenter of the country in which payment or purchase of such currency, (b) when used in connection with a CDOR orCanadian Prime Rate Loan, the term “Business Day” shall also exclude any day on which commercial banks inToronto, Ontario are authorized or required by Law to remain closed, (c) when used in connection with a BBSYBorrowing, the term “Business Day” shall also exclude any day on which commercial banks in Sydney are authorizedor required by Law to remain closed, (d) when used in connection with a JIBAR Borrowing, the term “Business Day”shall also exclude any day on which commercial banks in Johannesburg are authorized or required by Law to remainclosed and (e) if the Borrowings which are the subject of a borrowing, draw, payment, reimbursement or rate selectionare 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 the Company.“Canadian Borrower” means Cardtronics Canada Holdings Inc.“Canadian Dealer Offered Rate” means, with respect to any Borrowing denominated in Canadian Dollars forany Interest Period, (a) the applicable Screen Rate at or about 10:00 a.m.6  Toronto time 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), the rate quoted bythe 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 to be the higher of(a) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time onsuch day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services thatpublishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) theaverage rate for 30 day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, inthe event such rate does 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 from time to time, asselected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% perannum; provided, that if any of the above rates shall be less than zero, such rate shall be deemed to be zero forpurposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or theCDOR Rate shall be effective from and including the effective date of such change in the PRIMCAN Index or CDORRate, respectively.“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amountsunder any lease of (or other arrangement conveying the right to use) real or personal property, or a combinationthereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of suchPerson under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined inaccordance with GAAP.“Cash Interest Expense” means, for any period, for the Parent and the Restricted Subsidiaries on a consolidatedbasis, all cash interest payments made during such period (including the portion of rents payable under Capital LeaseObligations allocable to interest); provided that, in the case of any Restricted Subsidiary that is not a Wholly-OwnedSubsidiary, the amount of Cash Interest Expense attributed to such Restricted Subsidiary shall be the OwnedPercentage of the amount that would otherwise be included in the absence of this proviso.“CATM UK” means Cardtronics UK Limited, a private company incorporated under English law.“CATM USA” means Cardtronics USA, Inc., a Delaware corporation.“CDOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Canadian Dealer OfferedRate.“CFC” means a “controlled foreign corporation” as defined in Section 957 of the Code.7  “CFC Borrower” means (a) each Borrower that is a CFC, (b) any Borrower that is owned by a CFC andclassified as a partnership or disregarded entity, in each case for U.S. federal income tax purposes and (c) eachAdditional Borrower that is described in clause (a) or (b) above and designated by the Borrower as a CFC Borrowerpursuant to Section 5.10.“CFC Guarantor” means each CFC Borrower and, subject to Sections 5.09(g) and 9.08, each MaterialRestricted Subsidiary that is a CFC Subsidiary and each other CFC Subsidiary that is required to be, or has otherwisebecome, a CFC Guarantor pursuant to Section 5.09; provided, however, that any Material Restricted Subsidiary thatis listed as a Credit Facility Guarantor on Schedule 1.01(b) shall be treated as a Credit Facility Guarantor and not as aCFC Guarantor. Schedule 1.01(a) sets forth the CFC Guarantors as of the Effective Date.“CFC Subsidiary” means any Subsidiary that is (a) a CFC, (b) a U.S. Subsidiary, owned directly by anotherU.S. Subsidiary, substantially all of the assets of which consist of Equity Interests in, or Indebtedness of, one or moreCFCs 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 the Securities andExchange Commission under the Securities Exchange Act of 1934 as in effect on the date hereof) shall become theultimate beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange Commission under the SecuritiesExchange Act of 1934 as in effect on the date hereof) of issued and outstanding Equity Interests of the Parentrepresenting more than 50% of the aggregate voting power in elections for directors of the Parent on a fully dilutedbasis; or (b) a majority 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 Effective Date or (ii) Persons who became members of such board ofdirectors after the Effective Date and whose election or nomination was approved by a vote or consent of the majorityof the members of the board of directors that are either described in clause (i) above or who were elected under thisclause (ii).“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) theadoption or taking effect of any Law, (b) any change in any Law or in the administration, 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 force of Law) by any Governmental Authority; provided thatnotwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Actand 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 Basel Committee onBanking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, ineach 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 the Loanscomprising such Borrowing, are Revolving Loans or Swingline Loans.“Code” means the Internal Revenue Code of 1986, as amended from time to time.8  “Collateral” means all of the property described in the Security Documents serving as security for the Loans.“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loansand to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representingthe maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be(a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant toassignments by or to such Lender pursuant to Section 2.19 or Section 10.04. The initial amount of each Lender’sCommitment is set forth on Schedule 2.01(a), or in the Assignment and Assumption or other documentationcontemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable. As of theEffective Date, the aggregate amount of the Lenders’ Commitments is $600,000,000.“Commitment Fee Rate” means, on any day, the applicable per annum percentage set forth at the appropriateintersection in the table shown below, based on the Total Net Leverage Ratio for the most recently ended trailing four-quarter period with respect to which the Parent is required to have delivered the financial statements pursuant toSection 5.01 hereof (as such Total Net Leverage Ratio is calculated on Exhibit C of the Compliance Certificatedelivered under Section 5.01(c) by the Parent in connection with such financial statement):LevelTotal Net Leverage RatioCommitment Fee RateIX > 3.000.35%IIX > 2.000.25%IIIX > 1.500.20%IVX < 1.500.15% Each change in the Commitment Fee Rate shall take effect on each date on which such financial statements andCompliance Certificate are required to be delivered pursuant to Section 5.01, commencing with the date on which suchfinancials statements and Compliance Certificate are required to be delivered for the four-quarter period endingDecember 31, 2018. Notwithstanding the foregoing, for the period from the Effective Date through the date thefinancial statements and Compliance Certificate are required to be delivered pursuant to Section 5.01 for the fiscalquarter ended December 31, 2018, the Commitment Fee Rate shall be determined at Level II. In the event anyfinancial statement delivered pursuant to Section 5.01 is shown to be inaccurate when delivered (regardless of whetherthis Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, ifcorrected, 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 Applicable Commitment Fee Period, and only in such case, then theParent shall immediately (i) deliver to the Administrative Agent corrected financial statements for such ApplicableCommitment Fee Period, (ii) determine the Commitment Fee Rate for such Applicable Commitment Fee Period basedon the corrected financial statements, and (iii) immediately pay to the Administrative Agent the additional accruedcommitment fees owing as a result of such increased Commitment Fee Rate for such Applicable Commitment FeePeriod, which payment shall be promptly applied in accordance with Section 2.11. This provision is in addition to therights of the Administrative Agent and Lenders with respect to9  Section 2.12(e) and their other respective rights under this Agreement. If the Parent fails to deliver the financialstatements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant toSection 5.01, then effective as of the date such financial statements and corresponding Compliance Certificate wererequired to be delivered pursuant to Section 5.01, the Commitment Fee Rate shall be determined at Level I and shallremain at such level until the date such financial statements and corresponding Compliance Certificate are so deliveredby the Parent. In the event 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 Rate applied for suchApplicable Commitment Fee Period, the Administrative Agent shall, at the request of the Parent, send out a singlenotice to the Lenders requesting refund to the Administrative Agent of any overpayment of commitment fees relatingthereto. The Administrative Agent shall promptly remit any amounts received to the Parent.“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended fromtime to time, and any successor statute.“Company” means Cardtronics, Inc., a Delaware corporation.“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 measured by 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 Restricted Subsidiaries on aconsolidated basis, an amount equal to Consolidated Net Income for such period, plus (a) the following to the extentdeducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) theprovision for Federal, state, local and foreign income taxes payable during such period, (iii) depreciation, accretion andamortization expense, (iv) cash expenses incurred in connection with the Transactions and the redemption of the5.125% Senior Notes due 2022 issued by the Company and all non-cash amortization of financing costs (includingdebt discount, debt issuance costs, commissions, premiums and fees related to Indebtedness) of the Parent and itsRestricted Subsidiaries and (v) other extraordinary, non-cash and non-recurring cash expenses reducing suchConsolidated Net Income; provided that any such non-recurring cash expenses shall not exceed $35,000,000 in anyfiscal year, and minus (b) to the extent included in calculating such Consolidated Net Income, all non-cash itemsincreasing Consolidated Net Income for such period; provided that, in the case of any Restricted Subsidiary that is nota Wholly-Owned Subsidiary, the amount included in the calculation of Consolidated Adjusted EBITDA in respect ofany such items or components thereof shall be the Owned Percentage of the amount that would otherwise be includedin the absence of this proviso.“Consolidated Adjusted Pro Forma EBITDA” means, for any period, for the Parent and the RestrictedSubsidiaries on a consolidated basis, Consolidated Adjusted EBITDA for such period, adjusted to include theConsolidated Adjusted EBITDA attributable to Business10  Acquisitions made in accordance with Section 6.11 during such period as if such Business Acquisition occurred on thefirst day of such period, including adjustments attributable to such Business Acquisitions so long as such adjustments(a) have been certified by a Financial Officer as having been prepared in good faith based upon reasonableassumptions, (b) are expected to occur within nine months of the date such Business Acquisition is consummated, (c)are permitted or required under Regulation S-X of the SEC and (d) do not exceed $35,000,000 in the aggregate in anytwelve month period.“Consolidated Funded Indebtedness” means, as of the date of determination, for the Parent and the RestrictedSubsidiaries on a consolidated basis, all Indebtedness evidenced by a note, bond, debenture or similar items withregularly scheduled interest payments and a maturity date; provided that, in the case of any Restricted Subsidiary that isnot a Wholly-Owned Subsidiary, the amount of Indebtedness attributed to such Restricted Subsidiary shall be theOwned Percentage of the amount that would otherwise be included in the absence of this proviso, unless the Parent orany Restricted Subsidiary 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 percentage soguarantied. For all purposes hereof, the term “Consolidated Funded Indebtedness” shall exclude any operating leasethat must be recognized on the balance sheet of such Person as a lease liability and right-of-use asset in accordancewith the Financial Accounting Standards Board Update No. 2016-02, dated February 2016 (Leases (Topic 842)),which adopts Accounting Standards Codification 842.“Consolidated Interest Expense” means, for any Person, determined on a consolidated basis, the sum of allinterest on Indebtedness paid or payable (including the portion of rents payable under Capital Lease Obligationsallocable to interest) plus all original issue discounts and other interest expense associated with Indebtedness amortizedor required to be amortized in accordance with GAAP.“Consolidated Net Income” means, for any period, for the Parent and the Restricted Subsidiaries on aconsolidated basis, the net income or loss of the Parent and the Restricted Subsidiaries for such period determined inaccordance with GAAP.“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a Person, whether through the ability to exercise voting power, by contract orotherwise. “Controlling” and “Controlled” have meanings correlative thereto.“Convertible Senior Notes” means the Company’s 1.00% Convertible Senior Notes in the principal amount of$287,500,000 due 2020.“Credit Facility Guarantor” means each Borrower, subject to Sections 5.09(g) and 9.08, each MaterialRestricted Subsidiary, and each other Subsidiary that is required to be, or has otherwise become, a Credit FacilityGuarantor pursuant to Section 5.09; provided, however, that a Credit Facility Guarantor shall not include any suchPerson to the extent such Person is a CFC Subsidiary, other than a CFC Subsidiary that is listed on Schedule 1.01(b). Schedule 1.01(b) sets forth the Credit Facility Guarantors as of the Effective Date.11  “Credit Party” means the Administrative Agent, the Alternative Currency Agent, the Issuing Lenders, theSwingline Lenders or any other Lender.“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time orboth would, unless cured or waived, become an Event of Default.“Default Rate” means (a) with respect to principal payments on the Loans, the rate otherwise applicable to suchLoans plus 2%, and (b) with respect to all other amounts, the rate otherwise applicable to ABR Loans plus 2%.“Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed within two BusinessDays of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of itsparticipations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required tobe paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and theParent in writing that such failure is the result of such Lender’s determination that a condition precedent to fundingspecifically identified (and including the particular default, if any) has not been satisfied, (b) has notified the Parent orany Credit Party in writing, or has made a public statement to the effect, that it does not intend to comply with any ofits funding obligations under this Agreement (unless such writing or public statement relates to such Lender’sobligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that acondition precedent specifically identified and including the particular default, if any, to funding a Loan under thisAgreement cannot be satisfied), (c) has failed, within three Business Days after written request by a Credit Party or theParent, to confirm in writing to the Administrative Agent and the Parent that it will comply with its prospective fundingobligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) uponreceipt of such written confirmation by the Administrative Agent and the Parent), or (d) has, or has a direct or indirectparent company that has, become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action. Any determination bythe Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) aboveshall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender(subject to Section 2.20(b)) upon delivery of written notice of such determination to the Parent and each Credit Party.“Dividing Person” has the meaning assigned to it in the definition of “Division”.“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”)among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may notinclude the Dividing Person and pursuant to which the Dividing Person may or may not survive.“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 by each U.K.Borrower within the applicable time limit, which contains the scheme reference number and jurisdiction of taxresidence provided by the Lender either (i) in writing to the U.K. Borrowers and the Administrative Agent at theEffective Date, or (ii) if the Lender is12  not a party to this Agreement at the Effective Date, to the U.K. Borrowers and the Administrative Agent in theAssignment and Assumption of such Lender or such other documentation contemplated hereby pursuant to which suchLender shall have become a party hereto.“EEA Financial Institution” means (a) any institution established in any EEA Member Country which issubject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Countrywhich is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEAMember Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject toconsolidated supervision with its parent.“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, andNorway.“EEA Resolution Authority” means any public administrative authority or any Person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolutionof 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 bythe Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.“Environmental Laws” means all Laws issued or promulgated by any Governmental Authority, relating in anyway to the protection of the environment, preservation or reclamation of natural resources or the management, releaseor threatened release of any Hazardous Material or to health and safety matters.“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,costs of environmental remediation, fines, penalties or indemnities), of the Parent or any Restricted Subsidiary directlyor indirectly resulting from or based upon (a) violation of any applicable Environmental Law, (b) the generation, use,handling, transportation, storage, treatment or disposal of any Hazardous Materials performed in violation of applicableEnvironmental Laws, (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 pursuant to whichliability is assumed or imposed with respect to any of the foregoing.“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liabilitycompany, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options orother rights entitling the holder thereof to purchase or acquire any such equity interest.“Equivalent Amount” means, for any amount, at the time of determination thereof, (a) if such amount isexpressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of suchamount in Dollars determined by using the rate of13  exchange for the purchase of Dollars with such Alternative Currency last provided (either by publication or otherwiseprovided to the Administrative Agent) by the applicable Thompson Reuters Corp. (“Reuters”) source on the BusinessDay (New York City time) immediately preceding the date of determination or if such service ceases to be available orceases to provide a rate of exchange for the purchase of Dollars with such Alternative Currency, as provided by suchother publicly available information service which provides that rate of exchange at such time in place of Reuters choseby the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide suchrate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using anymethod of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any othercurrency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method ofdetermination it deems appropriate in its sole discretion.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company,is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISAand Section 412 of the Code, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulationsissued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) theexistence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code orSection 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrenceby the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the terminationof any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of anynotice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) theincurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partialwithdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of anynotice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerningthe imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolventor in reorganization, within the meaning of Title IV of ERISA.“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (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 such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.14  “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 extentthat, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest tosecure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act orany rule, regulation or order of the Commodity Futures Trading Commission (or the application or officialinterpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contractparticipant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee ofsuch Guarantor or 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 exclusion shall apply only tothe portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is orbecomes illegal.“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required tobe withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (howeverdenominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient beingorganized or resident under the laws of, or having its principal office or, in the case of any Lender, its applicablelending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are OtherConnection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or forthe account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effecton the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to anassignment request by the Parent under Section 2.18(b)) or (ii) such Lender changes its lending office, except in eachcase to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to suchLender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before itchanged its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(g), (h), (i) or(j), as applicable, (d) any U.S. federal withholding Taxes imposed under FATCA, (e) any U.K. Excluded WithholdingTaxes and (f) any German Excluded Withholding Taxes.“Existing Credit Agreement” has the meaning given in the preamble hereto.“Existing Indebtedness” means Indebtedness existing on the Effective Date and set forth in Schedule 6.01.“Existing Letters of Credit” means the letters of credit set forth on Schedule 2.05.“Facility Office” means (a) in respect of a Lender, the office or offices notified by such Lender to theAdministrative Agent in writing on or before the date it becomes a Lender (or, following such date, by not less thanfive Business Days’ written notice) as the office or offices through which it will perform its obligations under thisAgreement and (b) in respect of any other party to this Agreement (other than an Obligor), the office in the jurisdictionin which such Person is resident for tax purposes.15  “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amendedor successor version that is substantively comparable and not materially more onerous to comply with), any current orfuture regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of theCode, any intergovernmental agreement entered into in connection with the implementation of such Sections of theCode and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.“Federal Funds Effective Rate” means, for any day, the rate calculated by the FRBNY based on such day’sfederal funds transactions by depositary institutions (as determined in such manner as the FRBNY shall set forth on itspublic website from time to time) and published on the next succeeding Business Day by the FRBNY as the federalfunds effective rate.“Fee Letter” means the letter agreement dated November 2, 2018, by and between the Parent and JPMorganpertaining to certain fees payable in connection with this Agreement.“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of theParent.“Finco Entities” means CATM Luxembourg I S.à. r.l., a Luxembourg limited liability company, itsSubsidiaries and any other Subsidiary created, formed or acquired, in each case, so long as such Finco Entity’s onlyassets consist of (i) intercompany Indebtedness owed to it and any payments thereon, (ii) any other assets reasonablynecessary for the operation of its business that are insignificant in value and (iii) Equity Interests in Subsidiaries, and itdoes not engage in any business other than the ownership of such assets and activities reasonably related thereto.“Foreign Lender” means (a) with respect to any Borrower that is a U.S. Person, a Lender that is not a U.S.Person, and (b) with respect to any Borrower that is not a U.S. Person, a Lender that is resident or organized under thelaws of a jurisdiction other than that in which such Borrower is resident 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 in effect on such dayand (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for theimmediately preceding Business Day); provided that if none of such rates are published for any day that is a BusinessDay, the term “FRBNY Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day receivedby the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that ifany of the aforesaid rates 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 any Issuing Lender,such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure with respect to Letters of Creditissued by such Issuing Lender other than LC Exposure as to which such Defaulting Lender’s participation obligationhas been reallocated to other Lenders or cash collateralized in accordance with the terms of Section 2.05(j), and(b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding16  Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’sparticipation obligation has been reallocated to other Lenders.“GAAP” means generally accepted accounting principles in the United States of America.“German Excluded Withholding Taxes” means any deduction or withholding for or on account of any GermanTax from a payment under any Loan where: (a) the payment could have been made to the relevant Lender without anydeduction or withholding if the Lender had been a German Qualifying Lender, but on that date that Lender is not orhas ceased to be a German Qualifying Lender other than as a result of any change after the date it became a Lenderunder this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any publishedpractice or published concession of any relevant taxing authority; or (b) the relevant Lender is a German Treaty Lenderand the Obligor making the payment is able to demonstrate that the payment could have been made to the Lenderwithout the German Tax deduction had such Lender complied with its obligations under Section 2.16(g) or (i) (asapplicable).“German Qualifying Lender” means, in respect of a payment by or in respect of a Borrower established inGermany, a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under aLoan Document and is (a) lending through a Facility Office in Germany or (b) a German Treaty Lender.“German Tax” means any Tax imposed under the laws of Germany or by any political subdivision,instrumentality or governmental agency in Germany having taxing authority.“German Treaty Lender” means, in relation to a payment of interest by or in respect of a Borrower establishedin Germany under a Loan Document, a Lender which (a) is treated as a resident of a German Treaty State for thepurposes of the German Treaty; (b) does not carry on a business in Germany through a permanent establishment withwhich that Lender’s participation in a Loan is effectively connected; and (c) fulfils any other conditions which must befulfilled under the German Treaty and the laws of Germany by residents of that German Treaty State for such residentsto obtain full exemption from taxation on interest in Germany (including the completion of any necessary proceduralformalities).“German Treaty State” means a jurisdiction having a double taxation agreement (a “German Treaty”) withGermany which makes provision for full exemption from tax imposed by Germany on interest.“Governmental Approval” means (a) any authorization, consent, approval, license, waiver, or exemption, by orwith or (b) any required filing or registration by or with, or any other action or deemed action by or on behalf of, anyGovernmental Authority.“Governmental Authority” means the government of the United States of America or any other nation or of anypolitical 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 orfunctions of or17  pertaining to government (including any supra-national bodies such as the European Union or the European CentralBank).“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of theguarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, director indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or topurchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase orlease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof,(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primaryobligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letterof credit or letter of 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 Article IX hereof.“Guarantors” means the Credit Facility Guarantors and the CFC Guarantors.“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxicsubstances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containingmaterials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of anynature to the extent any of the foregoing are present in quantities or concentrations prohibited under the EnvironmentalLaws but does not include normal quantities of any material present or used in the ordinary course of business,including, without limitation, 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 and invitee vehiclesand vehicle fuels.“HMRC DT Treaty Passport scheme” means the HM Revenue and Customs Double Taxation Treaty PassportScheme.“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 for borrowedmoney, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) allobligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person underconditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations ofsuch Person in respect of the deferred purchase price of property or services (including earn-out obligations but onlyonce non-contingent and determinable), (f) all Indebtedness of others secured by (or for which the holder of suchIndebtedness has an existing right, contingent or otherwise, to be18  secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured therebyhas been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) the principal portion of all CapitalLease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party inrespect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person inrespect of bankers’ acceptances. For the avoidance of doubt, Indebtedness of the Parent or any Restricted Subsidiaryshall not include obligations of such Person to providers of vault services. The Indebtedness of any Person shallinclude the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to theextent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with suchentity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor; provided that,in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the amount of Indebtedness attributedto such Restricted Subsidiary 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-Owned Subsidiary guaranties agreater percentage than the Owned Percentage, in which case the amount included in respect of such Indebtednessshall be the percentage so guarantied. For all purposes hereof, the term “Indebtedness” shall exclude any operatinglease that must be recognized on the balance sheet of such Person as a lease liability and right-of-use asset inaccordance with the Financial Accounting Standards Board Update No. 2016-02, dated February 2016 (Leases (Topic842)), which adopts Accounting Standards Codification 842.“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any paymentmade by or on account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwisedescribed in (a), Other Taxes.“Interest Coverage Ratio” means, as of the end of each fiscal quarter, the ratio of (a) Consolidated Adjusted ProForma EBITDA for the four quarter period then ended to (b) Cash Interest Expense during such period.“Interest Election Request” means a request by a Borrower to convert or continue a Revolving Borrowing inaccordance with Section 2.07 and substantially in the form attached hereto as Exhibit 2.07 or such other formreasonably acceptable to the Administrative Agent.“Interest Payment Date” means (a) with respect to any Canadian Prime Rate Loan or ABR Loan (in each case,other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to anyEurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan, the last day of the Interest Period applicable to theBorrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing, CDOR Borrowing, BBSYBorrowing or JIBAR Borrowing with an Interest Period of more than three months’ duration, each day prior to the lastday of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Periodand (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid pursuant to Section 2.09.“Interest Period” means with respect to any Eurocurrency, CDOR, BBSY or JIBAR Borrowing, the periodcommencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar monththat is one, two, three or six months (or,19  with the consent of each 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 be extended to thenext succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, inwhich case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period thatcommences on the last Business Day of a calendar month (or on a day for which there is no numerically correspondingday in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month ofsuch Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowingis made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the samenumber of decimal places as the applicable Screen Rate) determined by the Alternative Currency Agent (whichdetermination shall be conclusive and binding absent manifest error) to be equal to the rate that results frominterpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which the applicablerate is available for the applicable currency) that is shorter than the relevant Interest Period and (b) the Screen Rate forthe shortest period (for which such rate is available for the applicable currency) that exceeds the relevant InterestPeriod, in each case, on the Quotation Day for such Interest Period, in each case, at such time. When determining therate for a period that is less than the shortest period for which the relevant rate applicable to Loans in an AlternativeCurrency is available, the applicable rate for purposes of clause (a) above shall be deemed to be the overnight screenrate where “overnight screen rate” means, in relation to any currency, the overnight rate for such currency determinedby the Alternative Currency Agent from such service as the Alternative Currency Agent may select.“Investment” means any investment in any Person, whether by means of a purchase of Equity Interests or debtsecurities, capital contribution, loan, time deposit or other similar investments (but not including any demand deposit).“IRS” means the United States Internal Revenue Service.“Issuing Lender” means JPMorgan, Bank of America, Barclays and Wells Fargo, each in its capacity as anissuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i), and JPMorgan,in its capacity as issuer of the Existing Letters of Credit. Any Issuing Lender may, in its discretion, arrange for one ormore Letters of Credit to be issued by Affiliates of such Issuing Lender, in which case the term “Issuing Lender” shallinclude any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the“Issuing Lender” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevantIssuing Lender with respect thereto.“JIBAR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Johannesburg InterbankAgreed Rate.“Johannesburg Interbank Agreed Rate” means, with respect to any Borrowing denominated in Rand for anyInterest Period, (a) the applicable Screen Rate at or about 11:0020  a.m. Johannesburg time on the Quotation Day or (b) if no Screen Rate is available for such Interest Period, theapplicable Interpolated 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.“JPMorgan” means JPMorgan Chase Bank, N.A.“Law” means all laws, statutes, treaties, ordinances, codes, acts, rules, regulations and Orders of allGovernmental Authorities, whether now or hereafter in effect.“LC Disbursement” means a payment made by an Issuing Lender pursuant to a Letter of Credit.“LC Exposure” means, at any time, the Equivalent Amount of the sum of (a) the aggregate undrawn amount ofall outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yetbeen reimbursed by or on behalf of the Borrowers or converted into a Loan pursuant to Section 2.05(e) at suchtime. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at suchtime.“LCT Election” has the meaning set forth in Section 1.07(a).“LCT Test Date” has the meaning set forth in Section 1.07(a).“Lender Swap Agreement” means (a) any Swap Agreement between the Parent or any Restricted Subsidiaryand any Lender or any Affiliate of any Lender which is in existence on the Effective Date or which is entered intowhile such Person is a Lender or an Affiliate of a Lender even if such Person ceases to be a Lender or an Affiliate of aLender after entering into such Swap Agreement and (b) any Swap Agreement between the Parent or any RestrictedSubsidiary and any Person or any Affiliate of such Person which is in existence on the Effective Date and was enteredinto while such Person was a “Lender” under the Existing Credit Agreement.“Lenders” means the Persons listed on Schedule 2.01(a) as Lenders and any other Person that shall havebecome a Lender hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby, butin any event, excluding any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption orother documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders” includes theSwingline Lenders and the Issuing Lenders.“Letter of Credit” means any standby letter of credit issued pursuant to this Agreement.“Letter of Credit Agreement” has the meaning assigned to it in Section 2.05(b).“Letter of Credit Commitment” means, with respect to each Issuing Lender, the commitment of such IssuingLender to issue Letters of Credit hereunder. The initial amount of each Issuing Lender’s Letter of Credit Commitmentis set forth on Schedule 2.01(b), or if an Issuing Lender has entered into an Assignment and Assumption or hasotherwise assumed a Letter of Credit Commitment after the Effective Date, the amount set forth for such Issuing21  Lender as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter ofCredit Commitment of an Issuing Lender may be modified from time to time by agreement between such IssuingLender and the Borrowers, and notified to the Administrative Agent.“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any applicable currency and for anyInterest Period, (a) the applicable Screen Rate as of approximately 11:00 a.m., London time, on the Quotation Day, or(b) if no Screen Rate is available for such currency or for such Interest Period, the applicable Interpolated Rate as ofsuch time on the Quotation Day or, if applicable pursuant to the terms of Section 2.13(a), the applicable ReferenceBank Rate as of such time on the Quotation Day.“LIBO Screen Rate” means the London interbank offered rate as administered by ICE BenchmarkAdministration (or any other Person that takes over the administration of such rate) for a period equal in length to suchInterest Period as displayed on page LIBOR01 of the Reuters screen that displays such rate (or, in the event such ratedoes not appear on a Reuters page or screen, any successor or substitute page on such screen that displays such rate, oron the appropriate page of such other information service that publishes such rate from time to time as selected by theAdministrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate shall be less than zero, suchrate shall 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 orsecurity interest in, on or of such asset to secure or provide for the payment of any obligation of any Person, (b) theinterest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or anyfinancing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) inthe case of securities, any purchase option, call or similar right of a third party with respect to such securities.“Limited Condition Transaction” means (a) any Business Acquisition permitted hereunder the consummationof which is not conditioned on the availability of, or on obtaining, third-party financing, (b) any redemption,repurchase, defeasance, satisfaction and discharge or repayment of the Convertible Senior Notes and (c) anyredemption, repurchase, defeasance, satisfaction and discharge or repayment of other Indebtedness (i) occurring withinninety (90) days after the Effective Date and (ii) requiring irrevocable notice in advance of such redemption,repurchase, defeasance, satisfaction and discharge or repayment.“Loan Documents” means this Agreement, any Notes, the Letter of Credit Agreements, the SecurityDocuments 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 in Dollars,Houston, Texas time, (b) with respect to a Loan, Borrowing or Letter of Credit denominated in Canadian Dollars,Toronto time, (c) with respect to a Loan, Borrowing or Letter of Credit denominated in Australian Dollars, Sydneytime, (d) with respect to a Loan,22  Borrowing or Letter of Credit denominated in Rand, Johannesburg time and (e) with respect to a Loan, Borrowing orLetter of Credit denominated in any other Alternative Currency, London time.“Majority Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitmentsrepresenting more than 50.0% of the sum of the total Revolving Credit Exposures and unused Commitments at suchtime. The Revolving Credit Exposure and unused Commitment of any Defaulting Lender shall be disregarded indetermining the Majority Lenders at any time.“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 a whole, that would,individually or in the aggregate, materially adversely affect (a) the ability of the Obligors, taken as a whole, to pay theObligations under the Loan Documents or (b) the rights and remedies of the Administrative Agent and the Lendersunder the Loan Documents.“Material Indebtedness” means Indebtedness, or obligations in respect of one or more Swap Agreements, ofany one or more of the Parent and the Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000(or the equivalent amount thereof in any foreign currency). For purposes of determining Material Indebtedness, the“principal amount” of the obligations of the Parent or any Restricted Subsidiary in respect of any Swap Agreement atany time shall be the Swap Termination 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 of the consolidatedgross revenues of the Parent and its Subsidiaries on a consolidated basis or holds assets that constitute 5% or more ofall assets of the Parent and its Subsidiaries on a consolidated basis; provided that none of the Finco Entities will bedeemed to be a Material Subsidiary.“Maturity Date” means the earlier of (a) the fifth (5th) anniversary of the Effective Date and (b) the date that issix months before the maturity of 5.125% Senior Notes due 2022 issued by the Company (unless such Senior Notesare redeemed, repaid or otherwise retired prior to such date).“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 in accordance withSection 2.19 and accepted by the Administrative Agent in the form of Exhibit 1.1C, or any other form approved byAdministrative Agent.23  “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.“Non-Pro Rata Alternative Currency” means (a) Rand and (b) a currency, in the case of any Loan, that isreadily available in the amount required and freely convertible into Dollars in the London interbank market on theQuotation Day for such Loan and the date such Loan is to be advanced and, in the case of any Letter of Credit, inwhich one or more Issuing Lenders 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 the Majority Lenders; provided that, (i) forpurposes of Swingline Loans, such currency must be approved by all of the Lenders and all of the Swingline Lendersand (ii) for purposes of Letters of Credit, such currency must be approved by all of the Lenders. Schedule 1.01(c) setsforth, as of the Effective Date, the currencies that are Non-Pro Rata Alternative Currencies, whether each suchcurrency is available for Letters of Credit and Swingline Loans hereunder, the Lenders that have agreed to fundRevolving Loans in such currencies and the Issuing Lenders that have agreed to issue Letters of Credit denominated insuch currencies. After the Effective Date, upon the approval of any other currency as a Non-Pro Rata AlternativeCurrency or the addition of any new Lenders hereto pursuant to Section 2.19 or 10.04(b), Schedule 1.01(c) shall bedeemed to have been amended to (i) add such new Non-Pro Rata Alternative Currency thereto, (ii) state whether suchnew Non-Pro Rata Alternative Currency is available for Letters of Credit and Swingline Loans and (iii) reflect theidentity of (A) the Lenders that have agreed to fund Revolving Loans in such new Non-Pro Rata Alternative Currencyor the then existing Non-Pro Rata Alternative Currencies, as the case may be and (B) the Issuing Lenders that haveagreed to issue Letters of Credit denominated in such new Non-Pro Rata Alternative Currency.“Note” means a promissory note executed and delivered pursuant to Section 2.09(d).“Obligations” means, without duplication, (a) all principal, interest (including post-petition interest), fees,reimbursements, indemnifications, and other amounts now or hereafter owed by the Borrowers or any of theGuarantors to the Lenders, the Swingline Lenders, the Issuing Lenders, the Alternative Currency Agent or theAdministrative Agent under this Agreement and the Loan Documents, including, such obligations with respect toLetters of Credit, and any increases, extensions, and rearrangements of those obligations under any amendments,supplements, and other modifications of the documents and agreements creating those obligations, (b) all obligations inrespect of any Lender Swap Agreement and (c) all obligations in respect of Bank Products; provided that, with respectto any Guarantor, the Obligations shall specifically exclude the Excluded Swap Obligations of such Guarantor.“Obligors” means, collectively, the Borrowers and the Guarantors.“Order” means an order, writ, judgment, award, injunction, decree, ruling or decision of any GovernmentalAuthority or arbitrator, to the extent the Parent or applicable Restricted Subsidiary has submitted a claim to, or is boundby the decision of, binding arbitration.“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present orformer connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising fromsuch Recipient having executed, delivered,24  become a party to, performed its obligations under, received payments under, received or perfected a security interestunder, engaged in 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 similarTaxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registrationof, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, exceptany such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignmentmade pursuant to Section 2.18(b)).“Overnight Alternative Currency Rate” means, for any amount payable in an Alternative Currency, the rate ofinterest per annum as determined by the Alternative Currency Agent at which overnight or weekend deposits in therelevant currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such otherperiod of time as the Alternative Currency Agent may reasonably determine) for delivery in immediately available andfreely transferable funds would be offered by the Alternative Currency Agent to major banks in the interbank marketupon request of such major banks for the relevant currency as determined above and in an amount comparable to theunpaid principal amount of the related Loan or LC Disbursement, plus any taxes, levies, imposts, duties, deductions,charges or withholdings imposed upon, or charged to, the Alternative Currency Agent by any relevant correspondentbank in respect of such amount in such relevant currency.“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds andovernight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rateshall be determined by the FRBNY as set forth on its public website from time to time) and published on the nextsucceeding Business Day by the FRBNY as an overnight bank funding rate.“Overnight Foreign Currency Rate” means the rate of interest per annum (rounded upwards, if necessary, to thenext 1/16th of 1%) at which overnight deposits in the applicable Alternative Currency (as the case may be) in anamount approximately equal to the amount with respect to which such rate is being determined would be offered forsuch day by a branch or affiliate of the Alternative Currency Agent in the London interbank market for such currencyto major banks in the London interbank market.“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 Parent or 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 ERISA and anysuccessor entity performing similar functions.25  “Permitted Bond Hedge Transaction(s)” means the bond hedge or capped call options purchased by theCompany from the Call Spread Counterparties to hedge the Company’s payment and/or delivery obligations due uponconversion of the Convertible Senior Notes.“Permitted Encumbrances” means:(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section5.04;(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liensimposed by law or by contract provided such contract does not grant Liens in any property other than such propertycovered by Liens imposed by operation of law, arising in the ordinary course of business and securing obligations thatare not overdue by more than 30 days or are being contested in compliance with Section 5.04;(c) Liens arising in the ordinary course of business associated with workers’ compensation, unemploymentinsurance and other social security laws or regulations (including, without limitation, pursuant to Section 8a of theGerman Old Age Employees Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code(Sozialgesetzbuch IV));(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety andappeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;(e) Liens of financial institutions on accounts or deposits maintained therein to the extent arising byoperation of law or within the documentation establishing said account to the extent same secure charges, fees andexpenses owing or potentially owing to said institution;(f) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) ofSection 7.01;(g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed bylaw or arising in the ordinary course of business that do not secure any monetary obligations and do not materiallydetract from the value of the affected property or interfere with the ordinary conduct of business of the Parent or anyRestricted Subsidiary; and(h) an interest that is a Lien by virtue only of the operation of section 12(3) of the Australian PersonalProperty Securities Act 2009 (Cth) provided that it does not secure the payment or performance of an obligation.“Permitted Indebtedness” means Indebtedness that the Obligors and their respective Restrictive Subsidiaries arepermitted to create, incur, assume or permit to exist pursuant to Section 6.01.26  “Permitted Investments” means:(a) direct obligations of, or obligations the principal of and interest on which are unconditionallyguaranteed by, the United States of America, an EEA Member Country or Switzerland (or by any agency orinstrumentality thereof to the extent such obligations are backed by the full faith and credit of the relevant state), in eachcase, maturing within one year from the date of acquisition thereof;(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof andissued by any Lender, any Affiliate of a Lender or any commercial banking institution or corporation rated at least P-1by Moody’s or A-1 by S&P;(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 270 daysfrom the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issuedor offered by, any domestic office of any Lender or any other commercial bank organized under the laws of the UnitedStates of America or any State thereof that has 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) above and entered intowith 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 and Exchange CommissionRule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s or whichhold investments substantially of the type described in clauses (a) through (d) above, and (iii) have portfolio assets of atleast $2,000,000,000; and(f) any Permitted Bond Hedge Transaction(s).“Permitted Liens” means Liens that the Obligors and their respective Restricted Subsidiaries are permitted tocreate, 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 sold by the Companyto the Call Spread Counterparties, concurrently with the purchase by the Company of the Permitted Bond HedgeTransactions, to offset the cost to the Company of the Permitted Bond Hedge 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 to the provisions ofTitle IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or anyERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an“employer” as defined in Section 3(5) of ERISA.27  “Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, asamended from time to time.“Pounds Sterling” means the lawful money of the United Kingdom.“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the FederalReserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rateor, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent)or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in thePrime Rate shall be effective from and including the date such change is publicly announced or quoted as beingeffective.“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any suchexemption may be amended from time to time.“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 that period;(b) (if the relevant currency is Pounds Sterling, Canadian Dollars or Australian Dollars) the first day of thatperiod;(c) (if the relevant currency is Euro) two (2) TARGET Days before the first day of that period; or(d) (if the relevant currency is any other Alternative Currency) two (2) Business Days before the first dayof that period,unless market practice differs in the relevant interbank market for any currency, in which case the Quotation Day forthat currency will be determined by the Administrative Agent in accordance with market practice in the relevantinterbank market (and if quotations would normally be given by leading banks in the relevant interbank market onmore than one day, the Quotation Day will be the last of those days).“Rand” means the lawful currency of South Africa.“Ratification Agreement” means, collectively, those certain documents executed by certain of the Obligors asof the Effective Date that ratify the Security Documents.“Recipient” means (a) the Administrative Agent, (b) the Alternative Currency Agent, (c) any Lender and (d)any Issuing Lender, as applicable.28  “Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places)supplied to the Administrative Agent at its request by the Reference Banks (as the case may be) as of the applicabletime on the Quotation Day for Loans in the applicable currency and the applicable Interest Period (a) in relation to theLIBO Rate, as the rate quoted by the relevant Reference Bank to leading banks in the London interbank market for theoffering of deposits in the applicable currency and for a period comparable to the applicable Interest Period, (b) inrelation to the Bank Bill Swap Reference Rate, as the buying rate quoted by the relevant Reference Bank for bills ofexchange accepted by leading Australian banks which have a term equivalent to the applicable Interest Period and(c) in relation to the Johannesburg Interbank Agreed Rate, as the rate quoted by the relevant Reference Bank to leadingbanks in the Johannesburg interbank market for the offering of deposits in Rand and for a period comparable to theapplicable Interest Period.“Reference Banks” means such banks as may be appointed by the Administrative Agent in consultation withthe 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 the respectivedirectors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.“Response” means (a) “response” as such term is defined in CERCLA, 42 U.S.C. §9601(24), and (b) all otheractions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate, or inany other way address any Hazardous Material in the environment; (ii) prevent the release or threatened release of anyHazardous Material; or (iii) perform studies and investigations 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 or other property)with respect to any Equity Interests in the Parent or any Restricted Subsidiary, or any payment (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 such Equity Interests in the Parent or any RestrictedSubsidiary or any option, warrant or other right to acquire any such Equity Interests in the Parent or any RestrictedSubsidiary; provided that the term “Restricted Payment” shall not include any dividend or distribution payable solely inEquity Interests of such Person or warrants, options or other rights to purchase such Equity Interests so long as suchwarrants, options or other rights do not have mandatory repayment 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 the EquivalentAmount of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and SwinglineExposure at such time.“Revolving Loan” means a Loan made pursuant to Section 2.01.29  “S&P” means S&P Global Ratings, a division of S&P Global Inc.“Sanctioned Country” means, at any time, a country, region or territory which is, or whose government is, thesubject or target of any Sanctions (at the Effective Date, Crimea, Cuba, Iran, North Korea and Syria).“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designatedPersons maintained by the Office of Foreign Assets Control of the U.S. Department of The Treasury, the U.S.Department of State, or by the United Nations Security Council, the European Union, any EU member state or HerMajesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or(c) any Person controlled or 50% or more owned by any such Person or Persons described in the foregoing clauses (a)or (b).“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced fromtime to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of theU.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, theEuropean Union, any EU member state or Her Majesty’s Treasury of the United Kingdom.“Screen Rate” means (a) in respect of the LIBO Rate for any currency and for any Interest Period, (i) in thecase of Dollars, the LIBO Screen Rate and (ii) in the case of any other Alternative Currency, the London interbankoffered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administrationof such rate) appearing on Reuters Screen LIBOR02 Page for such currency for such Interest Period (or, in each suchcase under this clause (a), on any successor or substitute page on such screen or service that displays such rate, or onthe appropriate 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 Canadian Dealer OfferedRate, the average rate for bankers acceptances with a tenor equal in length to such Interest Period as displayed onCDOR page of the Reuters screen (or on any successor or substitute page on such screen or service that displays suchrate, or on the appropriate page of such other information service that publishes such rate as shall be selected by theAlternative Currency Agent from time to time in its reasonable discretion), (c) in respect of the Bank Bill SwapReference Rate, the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited(or any other Person that takes over the administration of that rate) displayed on page BBSY of the Thomson ReutersScreen (or any replacement Thomson Reuters page which displays that rate) for a term equivalent to such InterestPeriod and (d) in respect of the Johannesburg Interbank Agreed Rate, the Johannesburg interbank agreed rate, polledand published by the South African Futures Exchange (a division of the JSE Limited) for deposits in ZAR for therelevant Interest Period which appears on the Reuters Screen SAFEY Page at the applicable time (or, if the agreedpage is replaced or service ceases to be available, such other page or service displaying such rate selected by theAlternative Currency Agent); provided, that if any Screen Rate shall be less than zero, such rate shall be deemed to bezero for purposes of this Agreement.“Security Agreement” means, collectively, (a) the Security and Pledge Agreement dated July 15, 2010, amongcertain of the Obligors and the Administrative Agent, and (b) the Security30  and Pledge Agreement dated May 26, 2015, among certain of the Obligors and the Administrative Agent, in each case,as amended, modified, supplemented or restated from time to time.“Security Documents” means the Security Agreement, the Ratification Agreements, each Addendum, and eachother security document, pledge agreement or debenture delivered in accordance with applicable local or foreign law togrant a valid, perfected security interest in any property, and all UCC or other financing statements or instruments ofperfection required by this Agreement, any security agreement or mortgage to be filed with respect to the securityinterests in property and fixtures created pursuant to the Security Agreement or any mortgage and any other documentor instrument utilized to pledge as collateral for the Obligations any property of whatever kind or nature.“South Africa” means the Republic of South Africa.“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number oneand the denominator of which is the number one minus the aggregate of the maximum reserve percentage (includingany marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to whichthe Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currentlyreferred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include thoseimposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding andto be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D or any comparable regulation. The StatutoryReserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liabilitycompany, partnership, association or other entity of which securities or other ownership interests representing morethan 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50%of the general partnership interests are, as of such date, owned, controlled or held (whether directly orindirectly). Unless otherwise indicated, “Subsidiary” means a Subsidiary of the Parent.“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction oroption or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity ordebt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricingrisk or value or any similar transaction or any combination of these transactions; provided that, no phantom stock orsimilar plan providing for payments only on account of services provided by current or former directors, officers,employees or consultants of the Parent and its Subsidiaries shall be a Swap Agreement.“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under anyagreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the CommodityExchange Act.31  “Swap Termination Value” means, in respect of one or more Swap Agreements, after taking into account theeffect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after thedate such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, suchtermination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as themark-to-market value(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.“Swingline Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s name onSchedule 2.01(c) attached hereto or (b) if such Lender has entered into an Assignment and Assumption or hasotherwise assumed a Swingline Commitment after the Effective Date, the amount set forth for such Lender as itsSwingline Commitment in the Register maintained by the Administrative Agent.“Swingline Exposure” means, at any time, the Equivalent Amount of the aggregate principal amount of allSwingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of(a) its Applicable Percentage of the total Swingline Exposure at such time related to Swingline Loans other than anySwingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the Equivalent Amount of theaggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at suchtime (less the amount of participations funded by the other Lenders in such Swingline Loans).“Swingline Lenders” means JPMorgan, Bank of America, Barclays and Wells Fargo (including each of theirrespective branches and affiliates), each 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 the Alternate Base Rateplus the Applicable ABR Margin, (b) for Swingline Loans in Canadian Dollars, the Canadian Prime Rate plus theApplicable Margin for Canadian Prime Rate Loans, and (c) for Swingline Loans in any other Alternative Currencies,the Overnight Foreign Currency Rate plus the Applicable Margin, or, if in the determination of JPMorgan, in itscapacity as a Swingline Lender, there is not an Overnight Foreign Currency Rate applicable to the currency in whichsuch Swingline Loans are denominated, such other rate as may be designated by JPMorgan, in its capacity as aSwingline Lender (in consultation with the Parent), plus the Applicable Margin.“TARGET Day” means any day on which the Trans-European Automatic Real-time Gross Settlement ExpressTransfer 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.32  “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (includingbackup withholding), assessments, fees or other charges imposed by any Governmental Authority, including anyinterest, additions to tax or penalties applicable thereto.“Total Net Leverage Ratio” means, as of the date of determination, the ratio of (a) Consolidated FundedIndebtedness as of such date minus Unencumbered Balance Sheet Cash as of such date to (b) Consolidated AdjustedPro Forma EBITDA for the most recently completed four quarter period.“Transactions” means the execution, delivery and performance by the Obligors of this Agreement and the otherLoan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credithereunder.“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan,or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the AlternateBase Rate, the Canadian Dealer Offered Rate, the Canadian Prime Rate, the Bank Bill Swap Reference Rate or theJohannesburg Interbank Agreed Rate.“U.K.” and “United Kingdom” each means the United Kingdom of Great Britain and Northern Ireland.“U.K. Borrower” means any Borrower that is organized under the laws of the United Kingdom or otherwise atax resident in the United Kingdom.“U.K. Excluded Withholding Taxes” means any deduction or withholding for or on account of any U.K. Taxfrom a payment under any Loan where:(a) the payment could have been made to the relevant Lender without any deduction or withholding if theLender had been a U.K. Qualifying Lender, but on that date that Lender is not or has ceased to be a U.K. QualifyingLender other than as a result of any change after the date it became a Lender under this Agreement in (or in theinterpretation, administration, or application of) any law or treaty or any published practice or published concession ofany relevant taxing authority; or(b) the relevant Lender is a U.K. Treaty Lender and the Obligor making the payment is able to demonstratethat the payment could have been made to the Lender without the U.K. Tax deduction had that Lender complied withits obligations under Section 2.16(g) or (h) (as applicable).“U.K. Holdco” means Cardtronics Holdings Limited, a private company incorporated under English law.“U.K. Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender inrespect of an advance under a Loan Document and is:(a) a Lender:33  (i) which is a bank (as defined for the purpose of section 879 of the UK Income Tax Act 2007)making an advance under a Loan Document and is within the charge to United Kingdom corporation tax asrespects any payments of interest made in respect of that advance or would be within such charge as respectssuch payments apart from section 18A of the UK Corporation Tax Act 2009; or(ii) in respect of an advance made under a Loan Document by a Person that was a bank (as definedfor the purpose of section 879 of the U.K. Income Tax Act 2007) at the time that that advance was made andwithin the charge to United Kingdom corporation tax as respects any payments of interest made in respect ofthat 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, instrumentalityor 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 establishment with which thatLender’s participation in the Loan is effectively connected; and(c) meets all other conditions in the relevant U.K. Treaty for full exemption from Tax imposed by the U.K.on interest, except that for this purpose it shall be assumed that the following are satisfied:(i) any condition which relates (expressly or by implication) to there not being a specialrelationship between the U.K. Borrower and a Lender or between both of them and another person, or to theamounts 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 UnitedKingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.“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 ended fiscal quarter, thebalance of unencumbered balance sheet cash (excluding any vault cash or cash for use in ATM Equipment) of theObligors in excess of $15,000,000 for the quarter of determination.“Unrestricted Subsidiary” means (a) any Subsidiary that at the time of determination shall have been designatedas an Unrestricted Subsidiary by the Parent in the manner provided below (and shall not have been subsequentlydesignated or deemed to have been designated as a34  Restricted Subsidiary) and (b) any Subsidiary of an Unrestricted Subsidiary. Subject to Section 5.09(b), the Parentmay from time to time designate any Subsidiary (other than any Borrower and a Subsidiary that, immediately after suchdesignation, shall hold any Indebtedness or Equity Interest in any Borrower or any Restricted Subsidiary) as anUnrestricted Subsidiary, and may designate any Unrestricted Subsidiary as a Restricted Subsidiary, so long as,immediately after giving effect to such designation, no Default shall have occurred and be continuing. Anydesignation by the Parent pursuant to this definition shall be made in an officer’s certificate delivered to theAdministrative Agent and containing a certification that such designation is in compliance with the terms of thisdefinition. As of the Effective Date, there are no Unrestricted Subsidiaries.“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 theCode.“U.S. Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereofor 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).“Wells Fargo” means Wells Fargo Bank, N.A.“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other thandirectors’ qualifying shares mandated by applicable law), on a fully diluted basis, are owned by the Parent or one ormore of the Wholly-Owned Subsidiaries or by the Parent and one or more of the Wholly-Owned Subsidiaries.“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawalfrom such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title 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-downand conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for theapplicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-InLegislation Schedule.Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may beclassified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Classand Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also 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”).35  Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the correspondingmasculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to befollowed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effectas the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,instrument or other document herein shall be construed as referring to such agreement, instrument or other document asfrom time to time amended, 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 be construed to includesuch Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words ofsimilar import, shall be construed to refer to this Agreement in its entirety 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 Sectionsof, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to havethe same 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, all terms of anaccounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; providedthat, if the Parent notifies the Administrative Agent that the Parent requests an amendment to any provision hereof toeliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on theoperation of such provision (or if the Administrative Agent notifies the Parent that the Majority Lenders request anamendment to any provision hereof for such purpose), regardless of whether any such notice is given before or aftersuch change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP asin effect and applied immediately before such change shall have become effective until such notice shall have beenwithdrawn or such provision amended in accordance herewith. References to quarters and months with respect tocompliance with financial covenants and financial reporting obligations of the Parent shall be fiscal quarters and fiscalmonths, except where otherwise indicated. Notwithstanding anything to the contrary contained in this Section or in thedefinition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized,only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that wouldconstitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and allcalculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, asapplicable, in accordance therewith.Section 1.05 Determination of Equivalent Amounts. The Administrative Agent will determine theEquivalent Amount of(a) each Borrowing as of the date two (2) Business Days prior to the date of such Borrowing and, ifapplicable, the date of conversion or continuation of any Borrowing;(b) the LC Exposure as of the date of each request for the issuance, amendment, renewal or extension ofany Letter of Credit; and36  (c) all outstanding Loans and the LC Exposure on and as of the last Business Day of each month and,during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in itsdiscretion or upon instruction by the Majority Lenders.Each day upon or as of which the Administrative Agent determines Equivalent Amounts as described in thepreceding clauses (a), (b) or (c) is herein described as a Computation Date with respect to each Borrowing, Letter ofCredit or LC Exposure for which an Equivalent Amount is determined on or as of such date.Section 1.06 Additional Alternative Currencies.(a) If, pursuant to clause (e) of the definition of Agreed Alternative Currency, the Administrative Agentand each Lender consent to the addition of a requested currency as an Agreed Alternative Currency, the AdministrativeAgent shall notify the Parent and (i) the Administrative Agent and each Lender may amend the definition of LIBORate to the extent necessary 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 the appropriateinterest rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currencyfor the purposes of any Eurocurrency Borrowings hereunder.(b) If, pursuant to clause (b) of the definition of Non-Pro Rata Alternative Currency, the AdministrativeAgent and the Majority Lenders consent to the addition of a requested currency as a Non-Pro Rata AlternativeCurrency, the Administrative Agent shall notify the Parent and (i) the Administrative Agent and such Lenders mayamend the definition of LIBO Rate to the extent necessary to add the applicable interest rate for such currency and(ii) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has beenamended to reflect the appropriate interest rate for such currency, such currency shall thereupon be deemed for allpurposes to be an Alternative Currency for the purposes of any Eurocurrency Borrowings hereunder.Section 1.07 LCT Election.(a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i)calculating any applicable ratio, the Total Net Leverage Ratio, Interest Coverage Ratio and the components of eachsuch ratio in connection with the incurrence of Indebtedness, the making of an Investment, the making of a RestrictedPayment or the prepayment of Indebtedness, (ii) determining compliance with any provision of this Agreement whichrequires that no Default or Event of Default has occurred, is continuing or would result therefrom, (iii) determiningcompliance with any provision of this Agreement which requires compliance with any representation or warranties setforth herein or (iv) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, themaking of an Investment, the making of a Restricted Payment or the prepayment of Indebtedness, in each case inconnection with a Limited Condition Transaction, the date of determination of such ratio or other provisions,determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom,determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, atthe option of the Parent (the37  Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,”which LCT Election may be in respect of one or more of clauses (i), (ii), (iii) and (iv) above), be deemed to be the datethe definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction areentered into (the “LCT Test Date”).(b) Upon the making of an LCT Election pursuant to the terms hereof, the Parent shall give written noticethereof to the Administrative Agent.(c) If on a pro forma basis after giving effect to such Limited Condition Transaction and the othertransactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and theuse of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction orother transactions had occurred at the beginning of the most recent four quarters ending prior to the LCT Test Date forwhich financial statements have been (or are required to be) delivered pursuant to Section 5.01(a) or (b), as applicable,the Parent could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios orother provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant toSection 7.01(a), (h) or (i) shall be continuing on the date such Limited Condition Transaction is consummated.(d) For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisionsare exceeded or breached as a result of fluctuations in such ratio or other provisions at or prior to the consummation ofthe relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have beenexceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether theLimited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shallnot be tested at the time of consummation of such Limited Condition Transaction, unless, other than if an Event ofDefault pursuant to Section 7.01(a), (h) or (i) shall be continuing on such date, the Parent elects, in its sole discretion,to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or relatedSpecified Transactions is consummated.(e) If the Parent has made an LCT Election for any Limited Condition Transaction, then in connection withany subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (otherthan actual compliance with Sections 6.16 and 6.17) on or following the relevant LCT Test Date and prior to theearliest of the date on which such Limited Condition Transaction is consummated, the date that the definitiveagreement for such Limited Condition Transaction is terminated or expires without consummation of such LimitedCondition Transaction or the date the Parent makes an election pursuant to clause (d)(ii) above, any such ratio, basketor compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such LimitedCondition Transaction and other transactions in connection therewith (including any incurrence or issuance ofIndebtedness, and the use of proceeds thereof) had been consummated on the LCT Test Date.Section 1.08 Interest Rates; LIBOR Notification. The interest rate on Eurocurrency Loans is determined byreference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offeredrate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other inthe London interbank38  market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longerpersuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together withany successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbankoffered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer beavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate onEurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently underway toidentify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that theLondon interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.13(c) ofthis Agreement, such Section 2.13(c) provides a mechanism for determining an alternative rate of interest. TheAdministrative Agent will notify the Parent, pursuant to Section 2.13, in advance of any change to the reference rateupon which the interest rate on Eurocurrency Loans is based. However, the Administrative Agent does not warrant oraccept any responsibility for, and shall not have any liability with respect to, the administration, submission or anyother matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respectto any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether thecomposition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not beadjusted pursuant to Section 2.13(b), will be similar to, or produce the same value or economic equivalence of, theLIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance orunavailability.Section 1.09 Divisions. For all purposes under the Loan Documents, in connection with any Division, (a) ifany asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a differentPerson, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) ifany new Person comes into existence, such new Person shall be deemed to have been organized on the first date of itsexistence by the holders of its Equity Interests at such time.ARTICLE IIThe CreditsSection 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to makeRevolving Loans in Dollars or Alternative Currencies to the Borrowers from time to time during the AvailabilityPeriod in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceedingsuch Lender’s Commitment, subject to Sections 1.05 and 2.10; provided that (a) Revolving Loans in Canadian Dollarsshall be made only to the Canadian Borrower or a U.S. Borrower and (b) with respect to Revolving Loans in a Non-Pro Rata Alternative Currency, only the Lenders that are designated on Schedule 1.01 as having agreed to fundRevolving Loans in such Non-Pro Rata Alternative Currency shall participate in making such Revolving Loans,notwithstanding that this results in such Lenders having amounts owing by the Borrowers on a non-pro ratabasis. Following the advance of Revolving Loans in a Non-Pro Rata Alternative Currency, the provisions of Section2.02(e) shall apply to subsequent Revolving Loans in Dollars and Agreed Alternative Currencies, to the extentprovided therein. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowersmay borrow, prepay and reborrow Revolving Loans.39  Section 2.02 Loans and Borrowings.(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by theLenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loanrequired to be made by it shall not relieve any other Lender of its obligations hereunder; provided that theCommitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to makeLoans as required.(b) Subject to Section 2.13, (a) each Revolving Borrowing requested in Dollars shall be comprised entirelyof ABR Loans or Eurocurrency Loans as the relevant Borrower may request in accordance herewith, (b) eachRevolving Borrowing requested in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans orCDOR Loans as the relevant Borrower may request in accordance herewith, (c) each Revolving Borrowing requestedin Australian Dollars shall be comprised entirely of BBSY Loans, (d) each Revolving Borrowing requested in Randshall be comprised entirely of JIBAR Loans and (e) each Revolving Borrowing requested in any other AlternativeCurrency shall be comprised entirely of Eurocurrency Loans. Each Swingline Loan (a) denominated in Dollars shallbe an ABR Loan, (b) denominated in Canadian Dollars shall be a Canadian Prime Rate Loan and (c) denominated inany other Alternative Currency shall bear interest based upon the applicable Swingline Rate. Each Lender may makeany Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that anyexercise of such option 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 denominated inDollars, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than$1,000,000. At the commencement of each Interest Period for any Eurocurrency Borrowing denominated in anAlternative Currency, any CDOR Borrowing, any BBSY Borrowing or any JIBAR Borrowing, such Borrowing shallbe in an aggregate amount that is an integral multiple of the Equivalent Amount of $100,000 in the relevant currencyand not less than the Equivalent Amount of $1,000,000 in the relevant currency; provided that a EurocurrencyBorrowing, BBSY Borrowing or JIBAR Borrowing may be in an aggregate amount that is equal to (i) that which isrequired to repay a 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 Section 2.05(e). At thetime that each ABR Revolving Borrowing or Canadian Prime Rate Revolving Borrowing is made, such Borrowingshall be in an aggregate amount that is an integral multiple of the Equivalent Amount of $500,000; provided that anABR Revolving Borrowing or a Canadian Prime Rate Borrowing may be in an aggregate amount that is equal to (i)the entire unused balance of the total Commitments, (ii) that which is required to repay a Swingline Loan in the samecurrency, or (iii) that which is required to finance the reimbursement of an LC Disbursement in the same currency ascontemplated by Section 2.05(e). Borrowings of more than one Type and Class may be outstanding at the same time;provided that there shall not at any time be more than a total of 25 Revolving Borrowings (other than ABR RevolvingBorrowings and Canadian Prime Rate Revolving Borrowings) outstanding.40  (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or toelect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after theMaturity Date.(e) If a Revolving Borrowing is made in a Non-Pro Rata Alternative Currency, as contemplated by Section2.01, subsequent Revolving Loans requested in Dollars and Agreed Alternative Currencies shall be advanced first byLenders that did not fund such Revolving Loans included in such earlier Borrowing until such time as the amountowing to each of the Lenders in respect of the outstanding Revolving Loans is equal to its Applicable Percentage of theaggregate Commitments. Thereafter, such Revolving Loans will be advanced by the Lenders in accordance with theirrespective Applicable Percentages of the aggregate Commitments.Section 2.03 Requests for Borrowings. To request a Revolving Loan, the relevant Borrower shall providenotice of such request by telephone in the case of a Borrowing in Dollars and in writing (including by email) in thecase of a Borrowing in an Alternative Currency (a) in the case of a CDOR Borrowing or a Eurocurrency Borrowing inDollars, to the Administrative Agent not later than 12:00 p.m., Local Time, three (3) Business Days before the date ofthe proposed Borrowing, (b) in the case of a Eurocurrency Borrowing in an Alternative Currency, to the AlternativeCurrency Agent 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 than 12:00 p.m., LocalTime, three (3) Business Days before the date of the proposed Borrowing, (d) in the case of a JIBAR Borrowing, tothe Alternative Currency Agent not later than 12:00 p.m., Local Time, four (4) Business Days before the date of theproposed Borrowing, (e) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 p.m.,Local Time, on the date of the proposed Borrowing and (f) in the case of a Canadian Prime Rate Borrowing, to theAlternative Currency 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 be confirmed promptlyby hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the relevantBorrower. Each such telephonic and written Borrowing Request shall specify the following information in compliancewith 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 Eurocurrency Borrowing, a CDORBorrowing, a Canadian Prime Rate Borrowing, a BBSY Borrowing or a JIBAR Borrowing, as applicable;(iv) in the case of a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or aJIBAR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated bythe definition of the term “Interest Period”; and(v) the location and number of the relevant Borrower’s account to which funds are to be disbursed.41  If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A) in the case ofa Borrowing denominated in Dollars, an ABR Borrowing, (B) in the case of a Borrowing denominated in CanadianDollars, a Canadian Prime Rate Borrowing, (C) in the case of a Borrowing denominated in Australian Dollars, aBBSY Borrowing, (D) in the case of a Borrowing denominated in Rand, a JIBAR Borrowing and (E) in the case of aBorrowing denominated in any other Alternative Currency, a Eurocurrency Borrowing. If no Interest Period isspecified with respect to any requested Eurocurrency Borrowing, CDOR Borrowing, BBSY Borrowing or JIBARBorrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’sduration. Promptly following receipt of a Borrowing Request in accordance with this Section, the AdministrativeAgent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be madeas part of the requested Borrowing.Section 2.04 Swingline Loans.(a) Subject to the terms and conditions set forth herein, each Swingline Lender severally agrees to makeSwingline Loans in Dollars or any Alternative Currency to the Borrowers from time to time during the AvailabilityPeriod in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amountof outstanding Swingline Loans made by such Swingline Lender exceeding such Swingline Lender’s SwinglineCommitment, (ii) such Swingline Lender’s Revolving Credit Exposure exceeding its Commitment, (iii) the totalSwingline Exposure exceeding $50,000,000 or (iv) the total Revolving Credit Exposure exceeding the totalCommitments, in each case, subject to Sections 1.05 and 2.10; provided that (A) Swingline Loans in Canadian Dollarsshall be made only to the Canadian Borrower or a U.S. Borrower and (B) a Swingline Lender shall not be required tomake a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to theterms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. EachSwingline Loan 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 of suchrequest by telephone (confirmed by telecopy), not later than (i) 3:00 p.m., Local Time, on the day of a proposedSwingline Loan in Dollars, (ii) 12:00 p.m., Local Time, on the day of a proposed Swingline Loan in Canadian Dollarsor (iii) 11:00 a.m., Local Time, on the day of a proposed Swingline Loan in an Alternative Currency. Each suchnotice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of therequested Swingline Loan and the requested Alternative Currency, if such Swingline Loan is to be made in anAlternative Currency. The Administrative Agent will promptly advise the Swingline Lenders of any such noticereceived from a Borrower. Each Swingline Lender shall make its ratable portion of the requested Swingline Loan(such ratable portion to be calculated based upon such Swingline Lender’s Swingline Commitment to the totalSwingline Commitments of all of the Swingline Lenders) available to the relevant Borrower to such account oraccounts of such Borrower designated by it in its Borrowing Request (or, in the case of a Swingline Loan made tofinance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Lender)by (i) 3:30 p.m., Local Time, on the requested date of any Swingline Loan in Dollars or Canadian Dollars or (ii) 2:00p.m., Local Time, on the requested date of any Swingline Loan in any other Alternative Currency.42  (c) The failure of any Swingline Lender to make its ratable portion of a Swingline Loan shall not relieveany other Swingline Lender of its obligation hereunder to make its ratable portion of such Swingline Loan on the dateof such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Lender tomake the ratable portion of a Swingline Loan to be made by such other Swingline Lender on the date of any SwinglineLoan.(d) Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00a.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or aportion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans inwhich the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give noticethereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan orLoans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice from theAdministrative Agent (and in any event, if such notice is received by 11:00 a.m., Houston time, on a Business Day, nolater than 4:00 p.m., Houston time, on such Business Day and, if such notice is received after 11:00 a.m., Houstontime, on a Business Day, no later than 9:00 a.m., Houston time, on the immediately succeeding Business Day), to payto the Administrative Agent, for the account of such Swingline Lenders, such Lender’s Applicable Percentage of suchSwingline Loans. Such payments by the Lenders shall be made in the same currency as such Swingline Loan orLoans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuantto this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including theoccurrence and continuance of a Default or an Event of Default or reduction or termination of the Commitments, andthat each such payment 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 available funds, in thesame 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 the Administrative Agent shall promptly pay to suchSwingline Lenders the amounts so received by it from the Lenders. The Administrative Agent shall notify theapplicable Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafterpayments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such SwinglineLenders. Any amounts received by a Swingline Lender from any Borrower (or other party on behalf of any Borrower)in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations thereinshall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shallbe promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to thisparagraph and to such Swingline Lenders, as their interests may appear; provided that any such payment so remittedshall be repaid by such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent suchpayment is required to be refunded to such Borrower for any reason. The purchase of participations in a SwinglineLoan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.(e) Any Swingline Lender may be replaced at any time by written agreement among the Parent, theAdministrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agentshall notify the Lenders of any such replacement of a Swingline Lender. At the time any such replacement shallbecome effective, the relevant43  Borrowers shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant toSection 2.12(c). From and after the effective date of any such replacement, (x) the successor Swingline Lender shallhave all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to SwinglineLoans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to suchsuccessor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the contextshall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain aparty hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement withrespect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional SwinglineLoans.(f) Subject to the appointment and acceptance of a successor Swingline Lender, any Swingline Lendermay resign as a Swingline Lender at any time upon thirty days’ prior written notice to the Administrative Agent, theBorrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.04(e)above.Section 2.05 Letters of Credit.(a) General. Subject to the terms and conditions set forth herein, (i) each Borrower may request theissuance of Letters of Credit in Dollars or any Alternative Currency (other than Canadian Dollars) and (ii) theCanadian Borrower and each U.S. Borrower may request the issuance of Letters of Credit in Canadian Dollars, in eachcase, for its own account or the account of any of its Subsidiaries, in a form reasonably acceptable to theAdministrative Agent and the Issuing Lender and at any time and from time to time during the Availability Period. Inthe event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of anyLetter of Credit Agreement, the terms and conditions of this Agreement shall control. This Section shall not beconstrued to impose an obligation upon any Issuing Lender to issue any Letter of Credit if (i) any order, judgment ordecree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Lender from issuingsuch Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not havingthe force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or requestthat such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or,in the case of any Borrower, shall impose upon such Issuing Lender with respect to such Letter of Credit anyrestriction, reserve or capital or liquidity requirement, or shall impose upon such Issuing Lender any unreimbursed loss,cost or expense, in each case for which such Issuing Lender is not otherwise compensated hereunder, (ii) the issuanceof such Letter of Credit would violate one or more policies of general applicability of such Issuing Lender or (iii) suchLetter of Credit is not in the currency approved for issuance by such Issuing Lender. The issuance of Letters of Creditby any Issuing Lender shall be subject to customary procedures of such Issuing Lender.(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of aLetter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the relevant Borrowershall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have beenapproved by the Issuing Lender) to the Administrative Agent and the Issuing Lender at least five Business Days (orsuch shorter period acceptable to the Issuing Lender) in advance of the requested date of issuance,44  amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter ofCredit to be amended, 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 shall comply withparagraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, therequested Alternative Currency, if such Letter of Credit is to be issued in an Alternative Currency, and such otherinformation as shall be necessary to prepare, amend, renew or extend such Letter of Credit. Each such notice shall beirrevocable. In addition, as a condition to any such Letter of Credit issuance, the relevant Borrower shall have enteredinto a continuing agreement (or other letter of credit agreement) for the issuance of letters of Credit and/or shall submita letter of credit application, in each case, as required by the Issuing Lender and using such Issuing Lender’s standardform (each, a “Letter of Credit Agreement”). 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 relevant Borrower shall be deemedto represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) theaggregate undrawn amount of all outstanding Letters of Credit issued by the Issuing Lender at such time plus (y) theaggregate amount of all LC Disbursements made by the Issuing Lender that have not yet been reimbursed by or onbehalf of the Borrowers at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall notexceed $150,000,000, (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iv) the totalRevolving Credit Exposure shall not exceed the total Commitments. The Borrowers may, at any time and from time totime, reduce the Letter of Credit Commitment of any Issuing Lender with the consent of such Issuing Lender; providedthat the Borrowers shall not reduce the Letter of Credit Commitment of any Issuing Lender if, after giving effect ofsuch reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. Each Issuing Lenderagrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless itshall have given to the Administrative Agent written notice thereof required under paragraph (m) of this Section.(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of(i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extensionthereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date;provided, however, that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additionalone-year periods (which shall in no event extend 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 Credit increasingthe amount thereof) and without any further action on the part of the Issuing Lender, or the Lenders, the Issuing Lenderhereby grants to each Lender, and each Lender hereby acquires from the Issuing Lender, a participation in such Letterof Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under suchLetter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely andunconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’sApplicable Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed by the relevantBorrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to berefunded to the relevant Borrower for45  any reason. Such payments shall be made in the same currency in which such Letter of Credit was issued. EachLender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect ofLetters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including anyamendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or an Event ofDefault or reduction or termination 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 a Letter of Creditfor the relevant Borrower’s own account or the account of any of its Subsidiaries, such Borrower shall reimburse suchLC Disbursement by paying to the Administrative Agent an amount equal to, and in the same currency as, such LCDisbursement not later than (i) in the case of an LC Disbursement in Dollars or Canadian Dollars, 12:00 noon, LocalTime, on the 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 by such Borrowerprior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediatelyfollowing the day that such Borrower receives such notice or (ii) in the case of an LC Disbursement in any otherAlternative Currency, not later than 1:00 p.m., Local Time, on the Business Day immediately following the day thatsuch Borrower received such notice; provided that, (A) in the case of an LC Disbursement in Dollars or CanadianDollars, if such LC Disbursement is not less than the Equivalent Amount of $100,000, such Borrower may, subject tothe conditions to borrowing 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, as applicable, or aSwingline Loan in the amount of such payment and, to the extent so financed, such Borrower’s obligation to makesuch payment shall be discharged and replaced by the resulting Revolving Borrowing or Swingline Loan and (B) inthe case of an LC Disbursement in an Alternative Currency, if such LC Disbursement is not less than the EquivalentAmount of $100,000, such Borrower may, subject to the conditions to borrowing set forth herein, request, inaccordance with Section 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’s obligation to makesuch payment shall be discharged and replaced by the resulting Revolving Borrowing or Swingline Loan. If therelevant Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of theapplicable LC Disbursement, the payment then due from the relevant Borrower in respect thereof and such Lender’sApplicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the AdministrativeAgent its Applicable Percentage of the payment then due from the relevant Borrower in the same manner as providedin Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to thepayment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender theamounts so received by it from the Lenders. Such payments by the Lenders shall be made in the currency of theapplicable LC Disbursement. Promptly following receipt by the Administrative Agent of any payment from therelevant Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the IssuingLender or, to the extent 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 a Lender pursuant tothis paragraph to reimburse the Issuing Lender for any LC Disbursement46  (other than the funding of Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute aLoan and shall not relieve the relevant Borrower of its obligation to reimburse such LC Disbursement.(f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided inparagraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly inaccordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) anylack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any termor provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulentor invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the IssuingLender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms ofsuch Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of theforegoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide aright of setoff against, such Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor anyIssuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connectionwith the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, lossor delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit(including any document required to make a drawing thereunder), any error in interpretation of technical terms or anyconsequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not beconstrued to excuse the Issuing Lender from liability to a Borrower to the extent of any direct damages (as opposed toconsequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted byapplicable Law) suffered by such Borrower or any of its Subsidiaries that are caused by (a) the Issuing Lender’s failureto exercise care when determining whether drafts and other documents presented under a Letter of Credit comply withthe terms thereof, or (b) the Issuing Lender’s gross negligence, willful misconduct or bad faith, as finally determined bya court of competent jurisdiction. The parties hereto expressly agree that, in the absence of gross negligence, willfulmisconduct or bad faith on the part of the Issuing Lender (as finally determined by a court of competent jurisdiction),the Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoingand without limiting the generality thereof (except with respect to gross negligence, willful misconduct and bad faith inwhich case the immediately prior sentence will apply), the parties agree that, with respect to documents presentedwhich appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may,in its sole 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 make payment upon suchdocuments if such documents are not in strict compliance with the terms of such Letter of Credit.(g) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine alldocuments purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptlynotify the Administrative Agent and the relevant Borrower by telephone (confirmed by telecopy) of such demand forpayment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided47  that any failure to give or delay in giving such notice shall not relieve the relevant Borrower of its obligation toreimburse the Issuing Lender and the Lenders with respect to any such LC Disbursement.(h) Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless the relevantBorrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amountthereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding thedate that the relevant Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABRRevolving Loans in the case of an LC Disbursement in Dollars and at the rate per annum then applicable to RevolvingLoans in the relevant currency in the case of an LC Disbursement in an Alternative Currency; provided that, if therelevant Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (d) of this Section, thenSection 2.12(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lenderexcept that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section toreimburse the Issuing Lender shall be for the account of such Lender to the extent of such payment.(i) Replacement and Resignation of an Issuing Lender. (i) An Issuing Lender may be replaced at anytime by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Lender and thesuccessor Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of an IssuingLender. At the time any such replacement shall become effective, the Parent shall pay, or shall cause to be paid, allunpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.11(b). From and after theeffective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of theIssuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references hereinto the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lenders or to suchsuccessor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lenderhereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights andobligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to suchreplacement, but shall not be required to issue additional Letters of Credit.(ii) Subject to the appointment and acceptance of a successor Issuing Lender, any Issuing Lendermay resign as an Issuing Lender at any time upon thirty days’ prior written notice to the Administrative Agent,the Borrowers and the Lenders, in which case, such resigning Issuing Lender shall be replaced in accordancewith Section 2.06(i) above.(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day thatthe Parent receives notice from the Administrative Agent, the Majority Lenders (or, if the maturity of the Loans hasbeen accelerated, the Lenders with LC Exposure representing greater than 50% of the total LC Exposure demandingthe deposit of cash collateral pursuant to this paragraph), the Borrowers shall deposit in an account with theAdministrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cashequal to, and in the same 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 of48  Credit that have not been reimbursed by or on behalf of the Borrowers or converted into a Loan pursuant to Section2.05(e) as of such 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 become immediately due andpayable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to anyBorrower described in clause (h) or (i) of Section 7.01. Such deposit shall be held by the Administrative Agent ascollateral for the payment and performance of the obligations of the Borrowers under this Agreement. TheAdministrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, oversuch account. Other than any interest earned on the investment of such deposits, which investments shall be made atthe option and discretion 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 Permitted Investments) and at theBorrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shallaccumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse theIssuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall beheld for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, subjectto the consent of 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 to provide an amount ofcash collateral hereunder, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers withinthree Business Days after all Events of Default have been cured or waived.(k) Existing Letters of Credit. The Existing Letters of Credit shall be Letters of Credit hereunder for allpurposes.(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstandinghereunder is in support of any obligations of, or is for the account of, a Subsidiary of a Borrower, or states that aSubsidiary of a Borrower is the “account party,” “applicant,” “customer,” “instructing party” or the like of or for suchLetter of Credit, and without derogating from any rights of the applicable Issuing Lender (whether arising by contract,at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, such Borrower shall (i)reimburse, indemnify and compensate the applicable Issuing Lender hereunder for such Letter of Credit (including toreimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of suchBorrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or asurety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower herebyacknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of such Borrower, andthat such Borrower’s business derives substantial benefits from the business of such Subsidiaries.(m) Issuing Lender Reports to the Administrative Agent. Unless otherwise agreed by the AdministrativeAgent, each Issuing Lender shall, in addition to its notification obligations set forth elsewhere in this Section, (i) reportin writing to the Administrative Agent periodic activity (for such period or recurrent periods as shall be requested bythe Administrative Agent) in respect of Letters of Credit issued by such Issuing Lender, including all issuances,extensions, amendments and renewals, all expirations and cancellations and all disbursements and49  reimbursements, (ii) reasonably prior to the time that such Issuing Lender issues, amends, renews or extends any Letterof Credit, the date of such issuance, amendment, renewal or extension, and the currency and stated amount of theLetters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance,amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day onwhich such Issuing Lender makes any LC Disbursement, the date, currency and amount of such LC Disbursement,(iv) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed tosuch Issuing Lender on such day, the date of such failure and the currency and amount of such LC Disbursement and(v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to theLetters of Credit issued by such Issuing Lender.(n) Cash Collateral upon Termination of Commitments or Maturity Date. Upon the Maturity Date or in theevent that the Parent terminates the Commitments pursuant to Section 2.08, if there are outstanding Letters of Credit atsuch time, the Borrowers shall pledge to, and deposit in an account with, the relevant Issuing Lenders an amount incash equal to, and in the same currencies as, the aggregate undrawn amount of all such Letters of Credit.Section 2.06 Funding of Borrowings.(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wiretransfer of immediately available funds (i) in the case of Loans in Dollars or Canadian Dollars, by 2:00 p.m., LocalTime, to the account of the Administrative Agent most recently designated by it for such purpose by notice to theLenders and (ii) in the case of Loans in any other Alternative Currency, by 2:00 p.m., Local Time, to the account ofthe Alternative Currency Agent most recently designated by it for such purpose by notice to the Lenders; provided thatSwingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loansavailable to the relevant Borrower by promptly crediting the amounts so received, in like funds, to such account oraccounts of such Borrower designated by it in the applicable Borrowing Request; provided that Revolving Borrowingsor Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall beremitted by the Administrative Agent to the Issuing Lender.(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date ofany Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of suchBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date inaccordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to therelevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicableBorrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severallyagree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon plusany customary charges paid by the Alternative Currency Agent to its correspondent bank, for each day from andincluding the date such amount is made available to such Borrower to but excluding the date of payment to theAdministrative Agent, at (i) in the case of such Lender, the greater of the FRBNY Rate and a rate determined by theAdministrative Agent in accordance with banking industry rules on interbank compensation (including withoutlimitation the Overnight Alternative Currency Rate in the case50  of Loans denominated in an Alternative Currency) or (ii) in the case of such Borrower, the interest rate applicable tosuch Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitutesuch Lender’s Loan included in such Borrowing.Section 2.07 Interest Elections.(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in thecase of a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing, shall have aninitial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convertsuch Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, aCDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing, may elect Interest Periods therefor, all as provided inthis Section. The relevant 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 the Loanscomprising such Borrowing, and the Loans comprising each such portion shall be considered a separateBorrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.(b) To make an election pursuant to this Section, the relevant Borrower shall notify the AdministrativeAgent or the Alternative Currency Agent, as applicable, of such election by telephone in the case of the AdministrativeAgent and in writing in the case of the Alternative Currency Agent by the time that a Borrowing Request would berequired under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election tobe made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable andshall be confirmed promptly by hand delivery or telecopy to the Administrative Agent or the Alternative CurrencyAgent, as applicable, of a written Interest Election Request signed by the relevant Borrower.(c) Each telephonic and written Interest Election Request shall specify the following information incompliance with Section 2.02:(i) the Borrowing to which such Interest Election Request applies and, if different options arebeing elected with respect to different portions thereof, the portions thereof to be allocated to each resultingBorrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall bespecified for each resulting Borrowing);(ii) the effective date of the election made pursuant to such Interest Election Request, which shall bea Business Day;(iii) whether the resulting Borrowing is to be an ABR Borrowing, a Canadian Prime RateBorrowing, a Eurocurrency Borrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing; and(iv) if the resulting Borrowing is a Eurocurrency Borrowing, CDOR Borrowing, BBSY Borrowingor JIBAR Borrowing, the Interest Period to be applicable51  thereto after giving 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, BBSYBorrowing or JIBAR Borrowing but does not specify an Interest Period, then the relevant Borrower shall be deemed tohave selected an Interest Period of one month’s duration.(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise eachaffected Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.(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 to the end of theInterest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such InterestPeriod such Borrowing shall (i) in the case of a Eurocurrency Borrowing denominated in Dollars, be converted to anABR Borrowing, (ii) in the case of a CDOR Borrowing, be converted to a Canadian Prime Rate Borrowing and (iii) inthe case of a Borrowing denominated in any other Alternative Currency, automatically continue as a EurocurrencyBorrowing, 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 has occurred and iscontinuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Parent, then, so long asan Event of Default is continuing (i) no outstanding Borrowing in Dollars may be converted to or continued as aEurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing in Dollars shall be converted to an ABRBorrowing at the end of the Interest Period applicable thereto, (iii) no outstanding Borrowing in Canadian Dollars maybe converted to or continued as a CDOR Borrowing and (iv) unless repaid, each CDOR Borrowing shall be convertedto a 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 Maturity Date.(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 the Commitments if, after giving effect to any concurrentprepayment of the Loans in accordance with Section 2.10, the total Revolving Credit Exposures would exceed the totalCommitments.(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 effective date of suchtermination or reduction, specifying such election and the effective date thereof. Promptly following receipt of anynotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parentpursuant to this Section52  shall be irrevocable. Any termination or reduction of the Commitments shall be permanent. Each reduction of theCommitments shall be made ratably among the Lenders in accordance with their respective Commitments.Section 2.09 Repayment of Loans; Evidence of Debt. Each Borrower hereby unconditionally promises topay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each RevolvingLoan made to such Borrower on the Maturity Date, and (ii) to the Administrative Agent for the account of theSwingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the MaturityDate; provided that on each date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loansthen outstanding that are denominated in the same currency as such Revolving Borrowing and the proceeds of suchRevolving Borrowing shall be applied by the Administrative Agent to repay such outstanding Swingline Loans.(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing theindebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amountsof principal and interest payable and paid to such Lender from time to time hereunder.(b) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loanmade hereunder, the Class, Type and currency thereof and the Interest Period applicable thereto, (ii) the amount of anyprincipal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and eachLender’s share thereof.(c) The entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Section shall beprima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of anyLender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect theobligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement, and provided further,that to the extent there is any inconsistency between the accounts maintained pursuant to paragraph (a) or (b) of thisSection and the entries 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 such event, theapplicable Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or,if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the AdministrativeAgent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including afterassignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to thepayee 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 any Borrowing selectedby it in whole or in part, subject to prior notice in accordance with this53  paragraph. The relevant Borrower shall notify the Administrative Agent (and, in the case of prepayment of aSwingline Loan, the Swingline Lenders) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in thecase of prepayment of a Eurocurrency Borrowing in Dollars or a CDOR Borrowing, not later than 11:00 a.m., LocalTime, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR RevolvingBorrowing or a Canadian Prime Rate Borrowing, not later than 11:00 a.m., Local Time, on the date of prepayment,(iii) in the case of prepayment 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 than 11:00 a.m.,Local Time, four (4) Business Days before the date of such payment and shall provide written notice thereof to theAlternative Currency Agent at the same time or (v) in the case of prepayment of a Borrowing in any other AlternativeCurrency, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of prepayment and shallprovide written notice thereof to the Alternative Currency Agent at the same time. Each such notice shall beirrevocable and shall specify the 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 Swingline Loan), theAdministrative Agent shall advise the appropriate Lenders of the contents thereof. Each partial prepayment of anyBorrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Typeas provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied to reduce pro rata all Loanscomprising the designated Borrowing being prepaid. Prepayments shall be accompanied by accrued interest to theextent required 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, the Revolving CreditExposures (calculated in accordance with Section 1.05 as of the most recent Computation Date) exceed the totalCommitments, or (ii) solely as a result of fluctuations in currency exchange rates, the Revolving Credit Exposures(calculated in accordance with Section 1.05 as of the most recent Computation Date) exceed 105% of the totalCommitments, the Borrowers shall in each case, within three (3) Business Days after the relevant Computation Date,repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent, as applicable, in anaggregate principal 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 account of eachLender a commitment fee, which shall accrue at the Commitment Fee Rate on the daily amount of the unusedCommitment of such Lender during the period from and including the Effective Date to but excluding the date onwhich the Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March,June, September and December of each year during the Availability Period and on the date on which the Commitmentsterminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be paid inDollars and computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed(including the first day but excluding the last day). For purposes of calculating the unused Commitment of eachLender, Swingline Loans made by or deemed made or attributable to such Lender shall not count as usage.54  (b) The Parent shall pay, or shall cause to be paid, (i) to the Administrative Agent for the account of eachLender a participation fee with respect to its participations in Letters of Credit, which fee shall accrue at the sameApplicable Margin used to determine the interest rate applicable to Eurocurrency Loans on the average daily amount ofsuch Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during theperiod from and including the Effective Date to but excluding the later of the date on which such Lender’sCommitment terminates 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 the LC Exposure(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and includingthe Effective Date to but excluding the later of the date of termination of the Commitments and the date on which thereceases to be any LC Exposure, but in no event less than $500, as well as the Issuing Lender’s standard fees withrespect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawingsthereunder. Participation fees and fronting fees accrued through and including the last day of March, June, Septemberand December of each year during the Availability Period shall be payable on the third Business Day following suchlast day of such months, commencing on the first such date to occur after the Effective Date; provided that all such feesshall be payable on the date on which the Commitments terminate and any such fees accruing after the date on whichthe Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to thisparagraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be paid inDollars and computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed(including the first day but excluding the last day).(c) The Parent shall pay, or shall cause to be paid, to the Administrative Agent, for its own account, feespayable in the amounts and at the times specified in the Fee Letter, or otherwise separately agreed upon, between theParent and the Administrative Agent.(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to theAdministrative Agent (or to the Issuing Lender in the case of fees payable to it) for distribution, in the case ofcommitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.Section 2.12 Interest.(a) The Loans comprising each ABR Revolving Borrowing shall bear interest at the Alternate Base Rateplus the Applicable Margin. The Loans comprising each Canadian Prime Rate Revolving Borrowing shall bearinterest at the Canadian Prime Rate plus the Applicable Margin.(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate forthe Interest Period in effect for such Borrowing plus the Applicable Margin. The Loans comprising each CDORBorrowing shall bear interest at the Canadian Dealer Offered Rate for the Interest Period in effect for such Borrowingplus the Applicable Margin. The Loans comprising each BBSY Borrowing shall bear interest at the Bank Bill SwapReference Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.55  The Loans comprising each JIBAR Borrowing shall bear interest at the Johannesburg Interbank Agreed Rate for theInterest Period in effect for such Borrowing plus the Applicable Margin.(c) Each Swingline Loan shall bear interest at a rate per annum equal to the Swingline Rate.(d) Reserved.(e) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amountpayable by any Borrower hereunder is not paid when due, such overdue amount shall bear interest at the Default Rate.(f) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loanand, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuantto paragraph (e) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of anyLoan (other than a prepayment of an ABR Loan or Canadian Prime Rate Loan prior to the end of the AvailabilityPeriod), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment orprepayment and (iii) in the event of any conversion of any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBARLoan prior to 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 paid in the same currency as the relevant Loan and computed on thebasis of a year of 360 days, except that (i) interest on Borrowings denominated in Pounds Sterling, Canadian Dollarsand Australian Dollars and (ii) interest computed by reference to the Alternate Base Rate at times when the AlternateBase Rate is based on the Prime Rate, in each case, shall be computed on the basis of a year of 365 days (or, except inthe case of Borrowings denominated in Pounds Sterling, 366 days in a leap year), and in each case shall be payable forthe actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate BaseRate, Adjusted LIBO Rate, Canadian Prime Rate, Canadian Dealer Offered Rate, Eurocurrency Rate, Bank Bill SwapReference Rate, Johannesburg Interbank Agreed Rate or LIBO Rate shall be determined by the Administrative Agent,and such determination shall be conclusive absent manifest error.(h) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement iscalculated using a rate based on a year of 360 days or 365 days (or such other period that is less than a calendar year),as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to(x) the applicable rate based on a year of 360 days or 365 days (or such other period that is less than a calendar year),as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which suchinterest or fee is payable (or compounded) ends, and (z) divided by 360 or 365 (or such other period that is less than acalendar year), as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interestcalculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominalrates and not effective rates or yields.56  Section 2.13 Market Disruption; Alternate Rate of Interest.(a) Market Disruption. If, at the time the Administrative Agent or Alternative Currency Agent shall seek todetermine the relevant Screen Rate on the Quotation Day for any Interest Period, the applicable Screen Rate shall notbe available for such Interest Period and/or for the applicable currency for any reason and the Administrative Agent orAlternative Currency Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusionshall be conclusive and binding absent manifest error), then (i) the LIBO Rate, the Bank Bill Swap Reference Rate orthe Johannesburg Interbank Agreed Rate, as the case may be, for such Interest Period for the relevant currency shall bethe Reference Bank Rate and (ii) the Canadian Dealer Offered Rate for such Interest Period shall be the rate quoted bythe Administrative Agent as of the applicable time on the Quotation Day; provided that if the Reference Bank Rateshall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that ifless than two Reference Banks shall supply a rate to the Administrative Agent or the Alternative Currency Agent, asthe case may be, for purposes of determining the LIBO Rate, the Bank Bill Swap Reference Rate or the JohannesburgInterbank Agreed Rate, as the case may be, for such Borrowing, (A) if the Borrowing shall be requested in Dollars,then such Borrowing shall be made as an ABR Borrowing, (B) if the Borrowing shall be requested in CanadianDollars, then such Borrowing shall be made as a Canadian Prime Rate Borrowing and (C) if such Borrowing shall berequested in any other currency, the request for such Borrowing shall be ineffective.(b) Alternate Rate of Interest. If prior to the commencement of any Interest Period for a EurocurrencyBorrowing, a CDOR Borrowing, a BBSY Borrowing or a JIBAR Borrowing:(i) the Administrative Agent determines (which determination shall be conclusive absent manifesterror) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBORate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the Johannesburg InterbankAgreed Rate, as applicable, for such Interest Period (including, for the avoidance of doubt, pursuant to Section2.13(a)); or(ii) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate, theLIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the JohannesburgInterbank Agreed Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost tosuch Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;then the Administrative Agent shall give notice thereof to the Parent and the Lenders by telephone or telecopy aspromptly as practicable thereafter and, until the Administrative Agent notifies the Parent and the Lenders that thecircumstances giving rise to such notice no longer exist, (A) no outstanding Borrowing of Dollars or Canadian Dollarsshall be converted to or continued as a Eurocurrency Borrowing or CDOR Borrowing, as applicable, and any InterestElection Request requesting such conversion or continuation shall be ineffective, (B) no outstanding EurocurrencyBorrowing in any Alternative Currency, BBSY Borrowing or JIBAR Borrowing shall be continued and any InterestElection Request requesting such continuation shall be ineffective, (C) if any Borrowing Request requests aEurocurrency Borrowing in57  Dollars, such Borrowing shall be made as an ABR Borrowing, (D) if any Borrowing Request requests a CDORBorrowing, such Borrowing shall be made as a Canadian Prime Rate Borrowing and (E) if any Borrowing Requestrequests a Eurocurrency Borrowing in an Alternative Currency, a BBSY Borrowing or a JIBAR Borrowing, suchrequest shall be 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.(c) If at any time the Administrative Agent determines (which determination shall be conclusive absentmanifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to betemporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but either (w) the supervisor for theadministrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate isinsolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) theadministrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBOScreen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator thatwill continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Ratehas made a public statement identifying a specific date after which the LIBO Screen Rate will permanently orindefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or aGovernmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying aspecific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then theAdministrative Agent and the Parent shall endeavor to establish an alternate rate of interest to the LIBO Rate that givesdue consideration to the then prevailing market convention for determining a rate of interest for syndicated loans of thistype in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rateof interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, suchrelated changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interestas so determined would be less than zero, such rate shall be deemed to be zero for the purposes of thisAgreement. Notwithstanding anything to the contrary in Section 10.02, (A) in the event such alternate rate of interestrelates to Loans in Dollars, such amendment shall become effective without any further action or consent of any otherparty to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of thedate notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lendersstating that such Majority Lenders object to such amendment and (B) in the event such alternate rate of interest relatesto Loans in an Alternative Currency, such amendment shall become effective upon the written consent of the Parent,the Administrative Agent and each Lender. Until an alternate rate of interest shall be determined in accordance withthis clause (c) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the firstsentence of this Section 2.13(c), only to the extent the LIBO Screen Rate for the applicable currency and such InterestPeriod is not available or published at such time on a current basis), (x) any Interest Election Request that requests theconversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective,(y) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as anABR Borrowing and (z) if any Borrowing Request requests a Eurocurrency Borrowing in an Alternative Currency, aBBSY Borrowing or a JIBAR Borrowing, such request shall be ineffective.58  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, compulsory loan, insurancecharge or similar requirement against assets of, deposits with or for the account of, or credit extended orparticipated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or IssuingLender;(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described inclauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans,loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities orcapital attributable thereto; or(iii) impose on any Lender or Issuing Lender or the London interbank market any other condition,cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter ofCredit or participation therein;and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making,converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or toincrease the cost to such Lender, Issuing Lender or other Recipient of participating in, issuing or maintaining any Letterof Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount ofany sum received or receivable by such Lender, Issuing Lender or other Recipient hereunder (whether of principal,interest or any other amount) then, upon request of such Lender, Issuing Lender or other Recipient, the Parent will pay,or will cause to be paid, to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amountor amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additionalcosts incurred or reduction suffered.(b) Capital Requirements. If any Lender or Issuing Lender determines that any Change in Law affectingsuch Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holdingcompany, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of returnon such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company,if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participationsin Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, toa level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company couldhave achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies andthe policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time totime the Parent will pay, or will cause to be paid, to such Lender or Issuing Lender, as the case may be, such additionalamount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holdingcompany for any such reduction suffered.59  (c) Certificates for Reimbursement. A certificate of a Lender or Issuing Lender setting forth the amount oramounts necessary to compensate such Lender or Issuing Lender or its respective holding company, as the case maybe, as specified in paragraph (a) or (b) of this Section shall be delivered to the Parent and shall be conclusive absentmanifest error. The Parent shall pay, or shall cause to be paid, to such Lender or Issuing Lender, as the case may be,the amount shown as due on 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 Issuing Lender’s right todemand such compensation; provided that the Parent shall not be required to compensate, or cause to be compensated,a Lender or Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than180 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Parent of the Change inLaw giving rise to such increased 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 or reductions is retroactive,then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof); providedfurther that no Lender shall seek compensation from the Parent unless such Lender is actively seeking compensationfrom other similarly situated borrowers as well.Section 2.15 Break Funding Payments. In the event of (a) the payment by an Obligor of any principal ofany Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan other than on the last day of an Interest Periodapplicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan, CDORLoan, BBSY Loan or JIBAR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure toborrow, convert, or continue any Eurocurrency Loan, CDOR Loan, BBSY Loan or JIBAR Loan on the date specifiedin any notice delivered 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 a request by the Parentpursuant to Section 2.18, then, in any such event, the Parent shall compensate, or cause to be compensated, eachLender for the loss, cost and expense attributable to such event (but excluding any anticipated lost profits). Such loss,cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, ifany, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event notoccurred, at the Adjusted 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 for the period fromthe date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount ofinterest that would accrue on such principal amount for such period at the interest rate that such Lender would bid wereit to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banksin the interbank market for such currency, or for Canadian deposits of a comparable amount and period to such CDORLoan from other banks in the Canadian bankers’ acceptable market. A certificate of any Lender setting forth anyamount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Parent andshall be conclusive 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.60  Section 2.16 Taxes.(a) Defined Terms. For purposes of this Section 2.16, the term “Lender” includes any Issuing Lender andthe term “applicable law” includes FATCA.(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Obligorunder any Loan Document shall be made without deduction or withholding for any Taxes, except as required byapplicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent)requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicableWithholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amountdeducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is anIndemnified Tax, 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 Indemnified Taxes applicableto additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it wouldhave received had no such deduction or withholding been made.(c) Payment of Other Taxes by the Obligors. The applicable Obligor shall timely pay to the relevantGovernmental Authority in accordance with applicable law, or at the option of the Administrative Agent timelyreimburse it for the payment of, any Other Taxes.(d) Indemnification by the Obligors. Each Obligor shall indemnify each Recipient, within ten (10) daysafter demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or assertedon or attributable to amounts payable under this Section) payable or paid by such Recipient with respect to a paymentby such Obligor, or required to be withheld or deducted from a payment by such Obligor to such Recipient and anyreasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly orlegally imposed or asserted by the relevant Governmental Authority. Notwithstanding the preceding sentence, theObligors shall not 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 of theindemnification claim for such Indemnified Taxes no later than 180 days after the earlier of (i) the date on which therelevant Governmental Authority makes written demand upon such Recipient for payment of such Indemnified Taxes,and (ii) the date on which such Recipient has made payment of such Indemnified Taxes to the relevant GovernmentalAuthority (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the180-day period referred to above shall be extended to include the period of retroactive effect thereof). A certificate asto the amount of such 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 conclusive absent manifesterror. For the avoidance of doubt, no Obligor shall be required to indemnify any Person under this Section 2.16(d) inrespect of any Indemnified Taxes for which the applicable Recipient has already been compensated by way of anincreased payment under Section 2.16(b).(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent,within ten (10) days after demand therefor, for (i) any Indemnified Taxes61  attributable to such Lender (but only to the extent that any Obligor has not already indemnified the AdministrativeAgent for 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 the maintenance of aParticipant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid bythe Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom orwith respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by theAdministrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the AdministrativeAgent to set off and 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 any amount due to theAdministrative Agent under this paragraph (e).(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligor to aGovernmental Authority pursuant to this Section 2.16, such Obligor shall deliver to the Administrative Agent theoriginal or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of thereturn reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholdingTax with respect to payments made under any Loan Document shall notify the Parent and the Administrative Agent ofsuch exemption or reduction and shall deliver to the Parent and the Administrative Agent, at the time or timesreasonably requested by the Parent or the Administrative Agent, such properly completed and executed documentationreasonably requested by the Parent or the Administrative Agent as will permit such payments to be made withoutwithholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Parent or theAdministrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested bythe Parent or the Administrative Agent as will enable the Parent or the Administrative Agent to determine whether ornot such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything tothe contrary in the preceding two sentences, the completion, execution and submission of such documentation (otherthan the documentation 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 in the Lender’sreasonable judgment such completion, execution or submission would subject such Lender to any materialunreimbursed cost or expense or would materially prejudice the legal or commercial 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 the AdministrativeAgent on or prior to the date on which such Lender becomes a Lender under this Agreement (and fromtime to time thereafter upon the reasonable request of the Parent or the Administrative Agent), anexecuted copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backupwithholding tax;62  (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parentand the Administrative Agent (in such number of copies as shall be requested by the recipient) on orprior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from timeto time thereafter upon the reasonable request of the Parent or the Administrative Agent), whichever ofthe following is applicable:(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty towhich the United States is a party (x) with respect to payments of interest under any LoanDocument, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicablesuccessor form) establishing an exemption from, or reduction of, U.S. federal withholding Taxpursuant to the “interest” article of such tax treaty and (y) with respect to any other applicablepayments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (orapplicable successor form) establishing an exemption from, or reduction of, U.S. federalwithholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;(ii) in the case of a Foreign Lender claiming that its extension of credit will generateU.S. effectively connected income, an executed copy of IRS Form W-8ECI;(iii) in the case of a Foreign Lender claiming the benefits of the exemption forportfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form ofExhibit 2.16-1 to the effect that such Foreign Lender is not a “bank” within the meaning ofSection 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within themeaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described inSection 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executedcopy 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, an executed copy ofIRS Form W-8IMY, accompanied by IRS Form W‑8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in theform of Exhibit 2.16-2 or Exhibit 2.16-3, IRS Form W‑9, and/or other certification documentsfrom each beneficial owner, as applicable; provided that if the Foreign Lender is a partnershipand one or more direct or indirect partners of such Foreign Lender are claiming the portfoliointerest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificatesubstantially in the form of Exhibit 2.16-4 on behalf of each such direct and indirect partner;(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parentand the Administrative Agent (in such number of copies63  as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes aLender under this Agreement (and from time to time thereafter upon the reasonable request of theParent or the Administrative Agent), executed copies of any other form prescribed by applicable law asa basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,together with such supplementary documentation as may be prescribed by applicable law to permit theParent or the Administrative Agent to determine the withholding or deduction required to be made; and(D) if a payment made to a Recipient under any Loan Document would be subject to U.S.federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with theapplicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)of the Code, as applicable), such Recipient shall deliver to the Parent and the Administrative Agent atthe time or times prescribed by law and at such time or times reasonably requested by the Parent or theAdministrative Agent such documentation prescribed by applicable law (including as prescribed bySection 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by theParent or the Administrative Agent as may be necessary for the Parent and the Administrative Agent tocomply with their obligations under FATCA and to determine that such Recipient has complied withsuch Recipient’s obligations under FATCA or to determine the amount to deduct and withhold fromsuch payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments madeto FATCA after the date of this Agreement.(iii) Each Lender shall, at the Effective Date or, if it becomes a party to this Agreement after theEffective Date, in the Assignment and Assumption or other documentation contemplated hereby, which itexecutes on becoming a party, indicate which of the following categories it falls in:(A) not a U.K. Qualifying Lender and/or not a German Qualifying Lender;(B) a U.K. Qualifying Lender (other than a U.K. Treaty Lender) and/or a GermanQualifying Lender (other than a German Treaty Lender); or(C) a U.K. Treaty Lender and/or a German Treaty Lender.If a Lender fails to indicate its status in accordance with this Section 2.16(g)(iii), then such Lender shall betreated for the purposes of this Agreement (including by the U.K. Borrowers or by a Borrower established inGermany) as if it is not a U.K. Qualifying Lender or a German Qualifying Lender (as applicable) until suchtime as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receiptof such notification, shall inform the U.K. Borrowers or the relevant Borrower established in Germany). Forthe avoidance of doubt, an Assignment and Assumption or such other documentation shall not be invalidatedby any failure of a Lender to comply with this Section 2.16(g)(iii).64  Each Recipient agrees that if any form or certification it previously delivered pursuant to this Section 2.16(g)expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notifythe Parent and the Administrative Agent in writing of its legal inability to do so.(h) Additional United Kingdom Withholding Tax Matters.(i) Subject to (ii) below, each Lender and each U.K. Borrower shall cooperate in completing anyprocedural formalities necessary for the U.K. Borrowers to obtain authorization to make such payment withoutwithholding or deduction for Taxes imposed under the laws of the United Kingdom.(ii) (A) A Lender on the Effective Date that (x) holds a passport under the HMRC DT TreatyPassport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme referencenumber and its jurisdiction of tax residence to the U.K. Borrowers and the Administrative Agent in writing onthe Effective Date; and(B) a Lender that becomes a Lender hereunder after the Effective Date that (x) holds apassport under 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 to the U.K.Borrowers and the Administrative Agent in the Assignment and Assumption, and(C) upon satisfying either clause (A) or (B) above, such Lender shall have satisfied itsobligation under paragraph (h)(i) above.(iii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence inaccordance with paragraph (h)(ii) above, each U.K. Borrower shall make a DTTP Filing with respect to suchLender within thirty (30) Business Days following the Effective Date or (if applicable) the date of theAssignment and Assumption or, if later, thirty (30) Business Days before the last interest payment is due tosuch Lender, and shall promptly 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 such Lender; or(B) any U.K. Borrower has made a DTTP Filing in respect of such Lender but (1) suchDTTP Filing has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has notgiven such U.K. Borrower authority to make payments to such Lender without a deduction for taxwithin 60 days of the date of such DTTP Filing;and in each case, such U.K. Borrower has notified that Lender in writing of either (1) or (2) above, thensuch Lender and such U.K. Borrower shall cooperate in completing any additional proceduralformalities necessary for such U.K.65  Borrower to obtain authorization to make that payment without withholding or deduction for Taxesimposed under the laws of the United Kingdom.(iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence inaccordance with paragraph (h)(ii) above, no U.K. Borrower shall make a DTTP Filing or file any other formrelating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment or its participationin any Loan unless the Lender otherwise agrees.(v) Each Lender which had given confirmation to the U.K. Borrowers that it was a U.K. TreatyLender but determines in its sole discretion that it is ceases to be a U.K. Treaty Lender shall promptly notify theU.K. Borrowers and the Administrative Agent of such change in status.(i) Additional German Tax Matters.(i) A Lender and each Obligor established in Germany which makes a payment to which thatLender is entitled shall cooperate in completing or assisting with the completion of any procedural formalitiesnecessary for that Obligor to obtain authorization to make that payment without a German Tax deduction andmaintain that authorization where an authorization expires or otherwise ceases to have effect. If an Obligor isrequired to make a German Tax deduction, such Obligor shall make that deduction and any payment requiredin connection with that deduction within the time allowed and in the minimum amount required by law.(ii) Within thirty (30) Business Days of making either a German Tax deduction or any paymentrequired in connection with such deduction, the relevant Obligor making such deduction shall deliver to theAdministrative Agent for the benefit of the Lender entitled to the payment evidence reasonably satisfactory tosuch Lender that the deduction has been made or (as applicable) any appropriate payment paid to the relevanttaxing authority.(iii) If an Obligor established in Germany makes a payment under Section 2.16(d) and the relevantLender determines, acting reasonably and in good faith, that it has obtained and utilized a Tax Credit or othersimilar benefit which is attributable to that payment (or an increased payment of which that payment formspart), such Lender shall pay to the relevant Obligor such amount as such Lender determines, acting reasonablyand in good faith, will leave such Lender (after such payment) in the same after-Tax position as it would havebeen in if the relevant payment had not been made by such Obligor.(j) Administrative Agent Documentation. On or before the Effective Date, JPMorgan shall (and anysuccessor or replacement Administrative Agent shall on or before the date on which it becomes the AdministrativeAgent hereunder) deliver to the Borrower two duly executed copies of either (i) IRS Form W-9 or (ii) IRS Form W-8ECI (with respect to any payments 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 without66  deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA.(k) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith,that it has received a Tax Credit as to which it has been indemnified pursuant to this Section 2.16 (including by thepayment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal tosuch Tax Credit (but only to the extent of indemnity payments made under this Section with respect to the Taxesgiving rise to such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party andwithout interest (other than any interest paid by the relevant Governmental Authority with respect to such TaxCredit). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified partythe amount paid over pursuant to this paragraph (k) (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) in the event that such indemnified party is required to repay such Tax Credit to suchGovernmental Authority. Notwithstanding anything to the contrary in this paragraph (k), in no event will theindemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (k) the paymentof which would place the indemnified party in a less favorable net after-Tax position than the indemnified party wouldhave been in if the Tax subject to indemnification and giving rise to such Tax Credit had not been deducted, withheldor otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never beenpaid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or anyother information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.(l) Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or replacementof the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of theCommitments and the repayment, satisfaction or discharge of all obligations 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 or Letters ofCredit 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 amounts payable under Section 2.14, 2.15 or2.16, or otherwise) prior to 2:00 p.m., Houston, Texas time, on the date when due in Dollars or Canadian Dollars,respectively, in immediately available funds, without set-off or counterclaim. Each Borrower shall make each paymentrequired to be made by it hereunder on Loans or Letters of Credit made to or on account of such Borrowerdenominated in any other Alternative Currency (whether of principal, interest, fees or reimbursements of LCDisbursements in 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, in immediately availablefunds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of theAdministrative Agent, be deemed to have been received on the next succeeding Business Day for purposes ofcalculating interest thereon. All payments in Dollars shall be made to the Administrative Agent at its offices at 712Main Street, Houston, Texas, except payments to be made directly to the Issuing Lenders or Swingline Lenders asexpressly provided herein and67  except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitledthereto. All payments in Alternative Currencies shall be made to the Alternative Currency Agent at the placedesignated by the Alternative Currency Agent in its notice therefor, except payments to be made directly to the IssuingLenders or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent or the AlternativeCurrency Agent shall distribute any such payments received by it for the account of any other Person to the appropriaterecipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a BusinessDay, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any paymentaccruing interest, interest thereon shall be payable for the period of such extension.(b) If at any time insufficient funds are received by and available to the Administrative Agent or theAlternative Currency Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and feesthen due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties,and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably amongthe parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then dueto such parties.(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loansresulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans andparticipations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received byany other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extentnecessary so that 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 in LC Disbursementsand Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the paymentgiving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent ofsuch recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any paymentmade by any Borrower pursuant to and in accordance with the express terms of this Agreement or any paymentobtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans orparticipations in LC Disbursements to any assignee or participant, other than to the Parent or any Subsidiary orAffiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoingand agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participationpursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim withrespect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of suchparticipation.(d) Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the dateon which any payment is due to the Administrative Agent for the68  account of the Lenders or the Issuing Lenders hereunder that such Borrower will not make such payment, theAdministrative Agent 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 Lenders, as the case maybe, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicableLenders or the Issuing Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith ondemand the amount so distributed to such Lender or Issuing Lender with interest thereon, for each day from andincluding the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, atthe greater of the FRBNY Rate and a rate determined by the Administrative Agent in accordance with bankingindustry rules on interbank compensation (including without limitation the Overnight Alternative Currency Rate in thecase of Loans denominated in Alternative Currencies).(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.17(d) or 10.03(c), then the Administrative Agent may, in its discretion andnotwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agentfor the account of such Lender for the benefit of the Administrative Agent, the Swingline Lenders or the IssuingLenders to satisfy such Lender’s obligations under such Section until all such unsatisfied obligations are fully paid,and/or (ii) hold 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 any order as determinedby 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 to pay anyIndemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lenderpursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office forfunding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduceamounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject suchLender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Parentshall pay, or cause to be paid, all reasonable costs and expenses incurred by any Lender in connection with any suchdesignation or assignment.(b) If any Lender requests compensation under Section 2.14, or if any Obligor is required to pay anyIndemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lenderpursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, or any Lender suspends its obligation to fundEurocurrency Loans, CDOR Loans, BBSY Loans or JIBAR Loans pursuant to Section 2.13, or any Lender refuses toconsent to an amendment, modification or waiver of this Agreement that requires consent of 100% of the Lenderspursuant to Section 10.02, or if any Lender delivers a notice of illegality pursuant to Section 2.21, then the Parent may,at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign anddelegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its69  interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assigneemay be another Lender, if a Lender accepts such assignment); provided that (i) the Parent shall have received the priorwritten consent of the Administrative Agent, the Issuing Lenders and the Swingline Lenders, in each case, to the extentsuch consent 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 the outstanding principal ofits Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and allother amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accruedinterest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignmentresulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16,such assignment is expected to result in a reduction in such compensation or payments. A Lender shall not be requiredto make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, thecircumstances entitling the Parent to require such assignment and delegation cease to apply.Section 2.19 Increase of Commitments. Provided there exists no Event of Default, the Parent may, duringthe period commencing on the Effective Date to and including the date that is six months prior to the Maturity Date, bywritten notice to the Administrative Agent executed by the Borrowers and one or more financial institutions (any suchfinancial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender,cause the Commitments to be extended by the Increasing Lender (or cause the Commitments of the Increasing Lendersto be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i)each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in theaggregate Commitments being increased by no less than $25,000,000, (ii) no extension of new Commitments orincrease in existing Commitments, in each case, pursuant to this paragraph may result in the aggregate Commitmentsexceeding $700,000,000, (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 Administrative Agent, each Issuing Lender and each SwinglineLender, in each case, to the extent such consent would be required for an assignment to such New Lender pursuant toSection 10.04(b), which consent shall not be unreasonably withheld, (iv) each Lender shall become a party to thisAgreement by completing and delivering to the Administrative Agent a duly executed New Lender Agreement and (v)in no event shall 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 pursuant to thisparagraph. Upon the effectiveness of any New Lender Agreement to which any New Lender is a party, (i) such NewLender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits andprivileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder, (ii) Schedule 1.01(c) shallbe deemed to have been amended to reflect the Non-Pro Rata Alternative Currencies (if any) in which such NewLender has agreed to fund Revolving Loans and (iii) Schedule 2.01(a) shall be deemed to have been amended toreflect the Commitment of such New Lender as provided in such New Lender Agreement. Upon the effectiveness ofany increase pursuant to this Section 2.19 in a Commitment of a Lender already a party hereto, Schedule 2.01(a) shallbe deemed to have been amended to reflect such increased Commitment of such Lender. Notwithstanding theforegoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this70  Section 2.19 unless, on the date of such increase, the Administrative Agent shall have received a certificate,dated as of the effective date of such increase and executed by a Financial Officer, to the effect that the conditions setforth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowingbeing deemed 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 Commitment pursuant to thisparagraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue to beoutstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if therelevant Borrowers shall so elect, refinanced with new Loans made pursuant to Section 2.01 ratably in accordance withthe Commitments in effect following such 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 no longer a DefaultingLender, to the extent permitted by applicable law:(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove anyamendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition ofMajority Lenders.(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts receivedby the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, atmaturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a DefaultingLender pursuant to Section 2,17 shall be applied at such time or times as may be determined by theAdministrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to theAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by suchDefaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, to cash collateralize the IssuingLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j); fourth,as the Parent may request (so long as no Default or Event of Default exists), to the funding of any Loan inrespect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, asdetermined by the 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 Defaulting Lender’s potentialfuture funding obligations with respect to Loans under this Agreement and (y) cash collateralize the IssuingLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters ofCredit issued under this Agreement, in accordance with Section 2.05(j); sixth, to the payment of any amountsowing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any judgment of a court ofcompetent jurisdiction 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 this Agreement;seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to theBorrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers againstsuch Defaulting71  Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, tosuch Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) suchpayment is a payment of the principal amount of any Loans or LC Disbursements in respect of which suchDefaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the relatedLetters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived,such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-DefaultingLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owedto, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LCExposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments withoutgiving effect to Section 2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to aDefaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cashcollateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,and each Lender irrevocably consents hereto.(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee forany period during which that Lender is a Defaulting Lender (and the Parent shall not be required to pay orcause to be paid any such fee that otherwise would have been required to have been paid to that DefaultingLender).(B) Each Defaulting Lender shall be entitled to receive participation fees for any periodduring which that Lender is a Defaulting Lender only to the extent allocable to its ApplicablePercentage of the stated amount of Letters of Credit for which it has provided cash collateral pursuant toSection 2.05(j).(C) With respect to any participation fee not required to be paid to any Defaulting Lenderpursuant to clause (A) or (B) above, the Parent shall (x) pay, or cause to be paid, to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender withrespect to such Defaulting Lender’s participation in LC Exposure or Swingline Loans that has beenreallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay, or cause to be paid,to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwisepayable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or SwinglineLender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay or cause to bepaid the remaining amount of any such fee.(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such DefaultingLender’s participation in LC Exposure and Swingline Loans shall be reallocated among the Non-DefaultingLenders in accordance with their respective Applicable Percentages (calculated without regard to suchDefaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 4.02 aresatisfied at the time of such reallocation (and, unless the Parent shall have otherwise notified the AdministrativeAgent at such time, the Parent shall be deemed to have represented and warranted that such conditions aresatisfied at such time), and (B) such72  reallocation does not cause (1) the Revolving Credit Exposure of any Non-Defaulting Lender to exceed suchNon-Defaulting Lender’s Commitment, or (2) the Revolving Credit Exposure of any Non-Defaulting Lenderdenominated in Alternative Currencies to exceed such Non-Defaulting Lender’s Commitment in AlternativeCurrencies, in each case, calculated at the time of such reallocation. Subject to Section 10.18, no reallocationhereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lenderarising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lenderas a result of such Non-Defaulting Lender’s increased exposure following such reallocation.(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv)above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedyavailable to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the SwinglineLenders’ Fronting Exposure and (y) second, cash collateralize the Issuing Lenders’ Fronting Exposure inaccordance with the procedures set forth in Section 2.05(j).(b) Defaulting Lender Cure. If the Parent, the Administrative Agent and each Swingline Lender andIssuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notifythe parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forththerein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable,purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the AdministrativeAgent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Creditand Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect toSection 2.20(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments willbe made retroactively with respect to fees accrued or payments made by or on behalf of the Parent while that Lenderwas a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affectedparties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of anyparty hereunder arising from that Lender’s having been a Defaulting Lender.(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) noSwingline Lender shall be required to fund any Swingline Loans unless it is satisfied that it will have no FrontingExposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend,renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effectthereto.Section 2.21 Illegality. If, in any applicable jurisdiction, the Administrative Agent, any Issuing Lender or anyLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it isunlawful, for the Administrative Agent, any Issuing Lender or any Lender to (a) perform any of its obligationshereunder or under any other Loan Document, (b) to fund or maintain its participation in any Loan or (c) issue, make,maintain, fund or charge interest or fees with respect to any Loan or Letter of Credit to any Borrower that is organizedunder the laws of a jurisdiction other than the United States, a state thereof or the District of Columbia, such Personshall promptly notify the Administrative Agent,73  then, upon the Administrative Agent notifying the Parent, and until such notice by such Person is revoked, anyobligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such Loan orLetter of Credit shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of suchnotice, the Parent shall, or shall cause the applicable Borrower to, (i) repay that Person’s participation in the Loans orother applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after theAdministrative Agent has notified the Parent or, if earlier, the date specified by such Person in the notice delivered tothe Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicableLaw), (ii) to the extent applicable to such Issuing Lender, cash collateralize that portion of the LC Exposure comprisedof the aggregate undrawn amount of Letters of Credit to the extent not otherwise cash collateralized and (iii) take allreasonable actions requested by such Person to mitigate or avoid such illegality.Section 2.22 Judgment Currency. If, for the purposes of obtaining a judgment in any court, it is necessary toconvert a sum due hereunder or any other Loan Document from one currency into another currency, the rate ofexchange used for such conversion shall be the rate of exchange at which in accordance with normal bankingprocedures the Administrative Agent could purchase the first currency with such other currency on the Business Daypreceding the date on which final judgment is given. The obligation of each Obligor in respect of any such sum duefrom it to the Administrative 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 such sum isdenominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), bedischarged only to the extent that on the next Business Day following receipt by the Administrative Agent or suchLender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent orsuch Lender, as the case may be, may in accordance with normal banking procedures purchase the AgreementCurrency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sumoriginally due to the 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 the Administrative Agent or suchLender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater thanthe sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or suchLender, as the case may be, agrees to return the amount of any excess to such Obligor (or to any other Person whomay be entitled thereto under applicable Law).ARTICLE IIIRepresentations and WarrantiesThe Parent, for itself and for each Restricted Subsidiary, and each Guarantor, for itself, represent and warrant tothe Lenders that:Section 3.01 Organization. Each of the Parent and the Restricted Subsidiaries on the date this representationis made or deemed to be made (a) to the extent applicable, is duly organized, validly existing and in good standingunder the Laws of the jurisdiction of its organization, (b) has the requisite power and authority to conduct its businessin each jurisdiction as it is presently being conducted, and (c) to the extent applicable, is duly qualified or licensed to74  conduct business and is in good standing in each such jurisdiction. As of the Effective Date, there are no jurisdictionsin which the Parent’s or any Restricted Subsidiary’s failure to be qualified or be in good standing, individually or in theaggregate, could reasonably be expected to have a Material Adverse Effect. As of the Effective Date, no proceeding todissolve any Obligor is pending or, to the Parent’s knowledge, threatened.Section 3.02 Authority Relative to this Agreement. Each of the Obligors has the power and authority toexecute and deliver this Agreement and the other Loan Documents to which it is a party and to perform its obligationshereunder and thereunder. The Transactions have been duly authorized by all necessary corporate, partnership orlimited liability company action on the part of each Obligor that is a party thereto. This Agreement and the other LoanDocuments have been duly and validly executed and delivered by each Obligor party thereto and constitute the legal,valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respectiveterms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Lawsaffecting 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 agreement or limitedliability company agreement of the Parent or any Restricted Subsidiary or any resolution currently in effect adopted bythe Board of Directors, shareholders, partners, members or managers 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 any RestrictedSubsidiary or any of their respective assets other than the Liens created under the Loan Documents;(c) result in, or constitute an event that, with the passage of time or giving of notice or both, would be, abreach, violation or default (or give rise to any right of termination, cancellation, prepayment or acceleration) under (i)any agreement evidencing Indebtedness or any other material agreement to which the Parent or any RestrictedSubsidiary is a party or by which its properties or assets may be bound or (ii) any Governmental Approval held by, orrelating to the business of, the Parent 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 Person except (i) such as have beenobtained or made and are in full force and effect, (ii) filings necessary to perfect or assign Liens created under the LoanDocuments, (iii) filings required under applicable securities Laws, (iv) such as are required regardless of whether thisAgreement is entered into by the Parent or any Restricted Subsidiary, or (v) those which, if not made or obtained,could not reasonably be expected to have a Material Adverse Effect; or(e) violate any Law or Order applicable to the Parent or any Restricted Subsidiary or by which theirrespective properties or assets may be bound.75  Section 3.04 Financial Statements. The Parent has previously furnished to the Administrative Agent theaudited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2017, and the relatedconsolidated statements of operation, cash flows and changes in shareholders’ equity for the fiscal year then ended, thenotes accompanying such financial statements, and the report of KPMG LLP. Such financial statements fairly presentin all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and theresults of operations and cash flows of the Parent and its Subsidiaries for the periods ended on such dates in accordancewith GAAP for the periods covered thereby, subject, in the case of interim financial statements, to normal year-endadjustments, reclassifications and absence of footnotes. Since December 31, 2017, there has been no change that couldreasonably be expected to have a Material Adverse Effect.Section 3.05 Reserved.Section 3.06 Litigation. Except as disclosed to the Administrative Agent and each Lender in accordance withSection 5.02(c), the Parent’s most recent form 10-K and form 10-Q filed with the SEC describe each action, suit orproceeding pending before any Governmental Authority or arbitration panel, or to the knowledge of the Parent or anyRestricted Subsidiary, threatened, (a) involving the Transactions, or (b) against the Parent or any Restricted Subsidiaryregarding the business or assets owned or used by the Parent or any Restricted Subsidiary that, individually or in theaggregate, 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 in compliance witheach Law that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any ofits assets except where the failure to be in compliance, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect; and, as of the Effective Date, neither the Parent nor any RestrictedSubsidiary has received any notice of, nor does any of them have knowledge of, the assertion by any GovernmentalAuthority or other Person of any such violation.Section 3.08 Properties. Each of the Parent and the Restricted Subsidiaries owns (with good and defensibletitle in the case of real property, subject only to the matters permitted by the following sentence), or have validleasehold interests in, all the properties and assets (whether real, personal, or mixed and whether tangible or intangible)material to its business, except for minor irregularities or deficiencies in title that, individually or in the aggregate, donot interfere with its ability to conduct its business as currently conducted. All such properties and assets are free andclear of all Liens except Permitted Liens and are not, in the case of real property, subject to any rights of way, buildinguse restrictions, exceptions, variances, reservations, or limitations of any nature which would materially interfere withan Obligor’s ability to conduct its business as currently conducted. The properties of the Parent and the RestrictedSubsidiaries, taken as a whole, as to tangible, personal property, are in good operating order, condition and repair(ordinary wear and tear excepted).Section 3.09 Intellectual Property.(a) As of the Effective Date, none of the patents, patent applications, trademarks (whether registered ornot), trademark applications, trade names, service marks, and copyrights76  owned by the Parent or any Restricted Subsidiary (the “Intellectual Property”) has been declared invalid or is thesubject of a pending or, to the knowledge of the Parent or any Restricted Subsidiary, threatened action for cancellationor a declaration of invalidity, and there is no pending judicial proceeding involving any claim, and neither the Parentnor any Restricted Subsidiary has received any written notice or claim of any infringement, misuse or misappropriationby the Parent or any Restricted Subsidiary of any patent, trademark, trade name, copyright, license or similarintellectual property right owned by any third party, except as described in Schedule 3.09.(b) To the knowledge of the Parent and the Restricted Subsidiaries, the conduct by the Parent and theRestricted Subsidiaries of their respective businesses as presently conducted does not conflict with, infringe on, orotherwise violate any copyright, trade secret, or patent rights of any Person except where such conflict, infringement orviolation could not reasonably be expected to have a Material Adverse Effect.Section 3.10 Taxes. The Parent and the Restricted Subsidiaries have filed all Federal, state and other taxreturns and reports required to be filed, and have paid all Federal, state and other Taxes imposed upon them or theirproperties, income or assets otherwise due and payable, except (a) where the failure to file such tax returns or pay suchTaxes could not be reasonably expected to have a Material Adverse Effect or (b) to the extent such Taxes are beingactively contested by the Parent or any Restricted Subsidiary in good faith and by appropriate proceedings; providedthat such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall havebeen made or provided therefor.Section 3.11 Environmental Compliance.(a) Neither the Parent nor any Restricted Subsidiary is in violation of any Environmental Law or is subjectto 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 Adverse Effect;(b) neither the Parent nor any Restricted Subsidiary has received any written notice of any claim withrespect to any Environmental Liability which claims are currently outstanding or know of any basis for anyEnvironmental Liability, except to the extent such liability, individually or in the aggregate, could not reasonably beexpected to have a Material Adverse Effect;(c) neither the Parent nor any Restricted Subsidiary has arranged for the disposal of Hazardous Material ata site listed for investigation or clean-up by any Governmental Authority or in violation of any Environmental Lawexcept to the extent such disposal, individually or in the aggregate, could not reasonably be expected to have a MaterialAdverse Effect;(d) there is no proceeding pending against the Parent or any Restricted Subsidiary by any GovernmentalAuthority with respect to the presence of any Hazardous Material on or release of any Hazardous Material from anyreal property owned or operated at any time by the Parent or any Restricted Subsidiary or otherwise used in connectionwith their respective businesses, except to the extent that if such proceeding were determined adversely to the Parent77  or any Restricted Subsidiary, such determination, individually or in the aggregate, could not reasonably be expected tohave a Material Adverse Effect;(e) neither the Parent nor any Restricted Subsidiary has knowledge that any Hazardous Material has beenor is currently being generated, processed, stored or released (or is subject to a threatened release) from, on or underany real property owned or operated by the Parent or any Restricted Subsidiary, or otherwise used in connection withtheir respective businesses in a quantity or concentration that would require remedial action under any EnvironmentalLaw if reported to or discovered 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; and(f) to the knowledge of the Parent and the Restricted Subsidiaries, there is no underground storage tanklocated at any real property owned or operated by the Parent or any Restricted Subsidiary, except to the extent that thepresence of such tank, individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect.Section 3.12 Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns againstthe Parent or any Restricted Subsidiary pending or, to the knowledge of the Parent or any Restricted Subsidiary,threatened. The hours worked by and payments made to employees of the Parent and the Restricted Subsidiaries havenot been in violation of the Fair Labor Standards Act or any other Law dealing with such matters except to the extentsuch 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 be made againstany of them, on account of wages and employee health and welfare insurance and other benefits, have been paid oraccrued as a liability on the books of the Parent or any Restricted Subsidiary except to the extent that the nonpaymentof such, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Theconsummation of the Transactions to occur on the Effective Date and the borrowing of Loans, use of proceeds thereofand issuance of Letters 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 the Parent or anyRestricted Subsidiary is bound.Section 3.13 Investment Company Status. Neither the Parent nor any Restricted Subsidiary is an“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, asamended.Section 3.14 Insurance. Insurance maintained in accordance with Section 5.05 is in full force and effect.Section 3.15 Solvency. Immediately after the consummation of the Transactions to occur on the EffectiveDate, and immediately following the making of each Loan and after giving effect to the application of the proceeds ofeach Loan, (a) the fair value of the assets of the Parent and the Restricted Subsidiaries on a going concern basis and ona consolidated basis, is greater than the total amount of debts and other liabilities of the Parent and the RestrictedSubsidiaries, on a consolidated basis; (b) the present fair saleable value of the assets of the Parent78  and the Restricted Subsidiaries on a going concern basis and on a consolidated basis is not less than the amount thatcould reasonably be expected to be required to pay the probable liability of their debts and other liabilities, on aconsolidated basis, as they become absolute and matured; (c) the Parent and the Restricted Subsidiaries, on aconsolidated basis, are able to pay their debts and liabilities as they become absolute and mature; and (d) the Parent andthe Restricted Subsidiaries are not engaged in, and are not about to be engaged in, business or a transaction for whichthe Parent’s and the Restricted Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably smallcapital. For purposes of this Section 3.15, (a) “fair value” shall mean the amount at which the assets of an entity wouldchange hands between 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 reasonable time, considered to besix months to one year, either through collection or sale at the regular market value, conceiving the latter as the amountwhich could be obtained for such properties within such period by a capable and diligent businessman from aninterested buyer who is willing to purchase under ordinary selling conditions.Section 3.16 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when takentogether with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably beexpected to result in a Material Adverse Effect.Section 3.17 Disclosure.(a) None of the other reports, financial statements, certificates or other information furnished by or onbehalf of the Parent and the Restricted Subsidiaries to the Administrative Agent or any Lender in connection with thenegotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished)contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading; provided that, with respect to projectedfinancial information and forward-looking statements, the Parent represents only that such information was prepared ingood faith based upon assumptions believed to be reasonable at the time.(b) As of the Effective Date, to the best knowledge of the Parent, the information included in eachBeneficial Ownership Certification provided on or about the Effective Date to any Lender in connection with thisAgreement is true and correct in all respects.Section 3.18 Margin Stock. No part of any Borrowing or any Swingline Loan shall be used at any time, topurchase or carry margin stock (within the meaning of Regulation U) in violation of Regulation U or to extend credit toothers for the purpose of purchasing or carrying any margin stock in violation of Regulation U. Neither the Parent norany Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending creditfor the purposes of purchasing or carrying any such margin stock. No part of the proceeds of any Borrowing will beused for any purpose which violates, or which is inconsistent with, any regulations promulgated by the Board.79  Section 3.19 Anti-Corruption Laws and Sanctions. The Parent has implemented and maintains in effectpolicies and procedures designed to ensure compliance by the Parent, its Subsidiaries and their respective directors,officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Parent, its Subsidiariesand their respective officers and employees and, to the knowledge of the Parent, its directors and agents (acting in suchagent’s capacity as agent for the Obligors), are in compliance with Anti-Corruption Laws and applicable Sanctions inall material respects. None of (a) the Parent, any Subsidiary or any of their respective directors, officers or employees,or (b) to the knowledge of Parent, any agent of the Parent or any Subsidiary acting in its capacity as agent for theObligors in connection with the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter ofCredit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws orapplicable Sanctions. This Section shall not be interpreted or applied in relation to any Obligor, any director, officer,employee or agent, or any Lender to the extent that the representations made pursuant to this Section violate or exposesuch entity or any director, officer, employee or agent thereof to any liability under any anti-boycott or blocking law,regulation or statute that is in force from time to time in the European Union (and/or any of its member states) that areapplicable to such entity (including EU Regulation (EC) 2271/96) and Section 7 of the German Foreign TradeRegulation (Außenwirtschaftsverordnung, AWV) in connection with the German Foreign Trade Act(Außenwirtschaftsgesetz)).Section 3.20 EEA Financial Institution. No Obligor is an EEA Financial Institution.ARTICLE IVConditionsSection 4.01 Effective Date. The effectiveness of this Agreement is subject to the conditions precedent thateach of the following conditions is satisfied (or waived in accordance with Section 10.02):(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) acounterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the AdministrativeAgent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) thatsuch party has signed a counterpart of this Agreement.(b) The Administrative Agent shall have received the Ratification Agreements executed by the partiesthereto.(c) The Administrative Agent shall have received such documents and certificates as the AdministrativeAgent or its counsel may reasonably request relating to the organization, existence and good standing, to the extentapplicable, of each Obligor and each Restricted Subsidiary, the authorization of the Transactions to occur on theEffective Date, the authority of each natural Person executing any of the Loan Documents on behalf of any Obligorand any other legal matters relating to the Obligors, this Agreement or the Transactions to occur on the Effective Date,all in form and substance reasonably satisfactory to the Administrative Agent.80  (d) Each Lender requesting a promissory note evidencing Loans made by such Lender shall have receivedfrom the Borrowers a promissory note payable to such Lender in a form approved by the Administrative Agent in itsreasonable discretion.(e) The Lenders, the Administrative Agent and the Arrangers shall have received all fees and otheramounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocketexpenses required to be reimbursed or paid by the Borrowers hereunder.(f) The Administrative Agent shall have received a certificate from the Parent confirming receipt of allmaterial governmental and third party approvals, if any, necessary in connection with the financing contemplatedhereby.(g) The Lenders shall have received (i) audited consolidated financial statements of the Parent for the fiscalyears ended December 31, 2016 and December 31, 2017 and (ii) satisfactory unaudited interim consolidated financialstatements of the Parent for each quarterly period ended subsequent to the date of the latest financial statementsdelivered pursuant to clause (i) of this subsection as to which such financial statements are available.(h) The Administrative Agent shall have received favorable written opinions (addressed to theAdministrative Agent and the Lenders and dated the Effective Date) of (i) Weil, Gotshal & Manges LLP, as U.S.counsel to the Obligors; (ii) Ashurst LLP, as English and Australian counsel to the Obligors and (iii) Stikeman ElliotLLP, as Canadian counsel to the Obligors, in each case, in form and substance reasonably satisfactory to theAdministrative Agent.(i) The Administrative Agent shall have received reports of UCC, tax and judgment Lien searchesconducted by a reputable search firm with respect to each of the Parent and the Restricted Subsidiaries from theirrespective jurisdiction of formation and such reports shall not disclose any Liens other than Permitted Liens.(j) To the extent not previously delivered pursuant to the Existing Credit Agreement, all membership andstock certificates of each Subsidiary of the Parent described on Annex 3 to the Security Agreement shall have beendelivered to Administrative Agent together with related stock and membership powers executed in blank by therelevant Obligor.(k) The Administrative Agent shall have received evidence of insurance coverage of the Parent and theRestricted Subsidiaries, which coverage shall be consistent with the requirements set forth in Section 5.05 and shallname the Administrative Agent as an additional insured and as a loss payee on the liability and casualty insurancepolicies.(l) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by aResponsible Officer of the Parent, confirming compliance with the matters specified in paragraphs (a) and (b) ofSection 4.02.(m) The Administrative Agent and the Lenders shall have received, at least three days prior to the EffectiveDate, (i) all documentation and other information regarding the Parent requested in connection with applicable “knowyour customer” and anti-money laundering rules81  and regulations, including the Patriot Act, and their respective internal policies and (ii) to the extent the Parent or anyObligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial OwnershipCertification in relation to the Parent or such other Obligor.Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of anyBorrowing, and of each Issuing Lender to issue, amend, renew or extend any Letter of Credit, is subject to thesatisfaction of the following conditions:(a) The representations and warranties of the Parent and the Restricted Subsidiaries set forth in thisAgreement or any other Loan Document shall be deemed to have been made as a part of said request for eachBorrowing and shall be true and correct in all material respects on and as of the date of such Borrowing or the date ofissuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, that to the extent suchrepresentations and warranties were made as of a specific date, the same shall be required to have been true and correctin all material respects as of such specific date; provided further, in either case, to the extent any such representation orwarranty is qualified by Material Adverse Effect or materiality qualifier, such representation or warranty shall be trueand correct in all respects;(b) 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 of Default shall have occurred and becontinuing; and(c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or theAdministrative Agent and the Issuing Lender shall have received a request for the issuance of a Letter of Credit asrequired by Section 2.05(b).Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed toconstitute a representation and warranty by the Parent on the date thereof as to the matters specified in paragraphs (a)and (b) of this Section 4.02.Section 4.03 Credit Events for Limited Condition Transactions. Notwithstanding Section 4.02 above tothe contrary, if the Parent has made an LCT Election pursuant to Section 1.07, then in the case of any Borrowing orLetter of Credit the proceeds of which are to be used solely to finance a Limited Condition Transaction, the obligationof each Lender to make a Loan on the occasion of such Borrowing, and of each Issuing Lender to issue such Letter ofCredit, shall be subject to satisfaction of the following conditions:(a) (i) The representations and warranties of the Parent and the Restricted Subsidiaries set forth in thisAgreement in Sections 3.01, 3.02, 3.03(a) and (e) (except, with respect to violation of any Law or Order, to the extentsuch violation could not reasonably be expected to have a Material Adverse Effect), 3.07, 3.13, 3.15 (after givingeffect to such Limited Condition Transaction), 3.18 and 3.19 shall be true and correct in all material respects on and asof the date of such Borrowing or the date of issuance of such Letter of Credit, as applicable, and (ii) in the case of aLimited Condition Transaction that is a Business Acquisition, the representations and warranties made by the target ofsuch Business Acquisition and its subsidiaries in the definitive agreement for such Business Acquisition that arematerial to the82  interests of the Lenders and only to the extent that the Parent or its applicable Subsidiary has the right to terminate itsobligations under such agreement as a result of a breach of such representations shall be true and correct in all materialrespects on and as of the date of such Borrowing or the date of issuance of such Letter of Credit, as applicable;provided that, in either case, to the extent any such representation or warranty is qualified by Material Adverse Effector materiality qualifier, such representation or warranty shall be true and correct in all respects;(b) At the time of and immediately after giving effect to such Borrowing or the issuance of such Letter ofCredit, as applicable, no Event of Default under Section 7.01(a), (h) or (i) shall have occurred and be continuing; and(c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or theAdministrative Agent and the Issuing Lender shall have received a request for the issuance of a Letter of Credit asrequired by Section 2.05(b).Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed toconstitute a representation and warranty by the Parent on the date thereof as to the matters specified in paragraphs (a)and (b) of this Section 4.03.ARTICLE VAffirmative CovenantsUntil the Commitments have expired or been terminated and the principal of and interest on each Loan and allfees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LCDisbursements shall have been reimbursed, the Parent, for itself and each Restricted Subsidiary, and each Guarantor,for itself, covenant and agree with the Lenders that:Section 5.01 Financial Statements. The Parent will furnish to the Administrative Agent and each Lender:(a) within 90 days after the end of each fiscal year of the Parent, the audited consolidated balance sheet andrelated statements of operations, shareholders’ equity and cash flows as of the end of and for such year of the Parent,setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independentpublic accountants of recognized national standing (without a “going concern” or like qualification, or exception as tothe scope of such audit by reason of any limitation which is imposed by the Parent) to the effect that such consolidatedfinancial statements present fairly in all material respects the financial condition and results of operations of the Parentand its 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, theconsolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end ofand for such fiscal quarter and the then elapsed portion of the fiscal year for the Parent, setting forth in each case incomparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of theend of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects thefinancial condition and results of operations of the Parent and its Subsidiaries on a83  consolidated basis in accordance with GAAP, subject to normal year-end adjustments, reclassifications and the absenceof footnotes;(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of aFinancial 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 and the Restricted Subsidiaries contained in Article IIIand the Security Documents were true and correct in all material respects when made, and are repeated at and as of thedate of such Compliance Certificate and are true and correct in all material respects at and as of such date, except forsuch representations and warranties as are by their express terms limited to a specific date, (ii) certifying that, since thelater of the Effective Date or the most recent Compliance Certificate, no change has occurred in the business, financialcondition or results of operations of the Parent or any Restricted Subsidiary which could reasonably be expected tohave a Material Adverse Effect, (iii) certifying as to whether a Default has occurred and, if a Default has occurred,specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iv) setting forthreasonably detailed calculations demonstrating compliance with Sections 6.16 and 6.17, (v) certifying compliance withSection 5.09(b) and (c), (vi) containing any notification by the Parent of the elimination of the effect of any change inGAAP in accordance with Section 1.04, (vii) setting forth a comparison of the Consolidated Adjusted Pro FormaEBITDA as shown on most recent Compliance Certificate to the Consolidated Adjusted EBITDA for the same period,and (viii) including a reasonably detailed description of any adjustments attributable to Business Acquisitions asdescribed in the definition of Consolidated Adjusted Pro Forma EBITDA which are included by the Parent in itscalculation of Consolidated Adjusted Pro Forma EBITDA for the period covered by such Compliance Certificate;(d) promptly upon receipt of any written complaint, order, citation, notice or other written communicationfrom any Person with respect to, or upon the Parent or any of its Subsidiaries obtaining knowledge of, (i) the existenceor alleged existence of a violation of any applicable Environmental Law or any Environmental Liability in connectionwith any property now or previously owned, leased or operated by the Parent or any Restricted Subsidiary, (ii) anyrelease of Hazardous Materials on such property or any part thereof in a quantity that is reportable under any applicableEnvironmental Law, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal ofany permit required under any applicable Environmental Law, in each case under clause (i), (ii) or (iii) above, in whichthere is a reasonable likelihood of an adverse decision or determination that could reasonably be expected to result in aMaterial Adverse Effect, a certificate of a Financial Officer, setting forth the details of such matter and the actions, ifany, that the Parent or such Restricted Subsidiary is required or proposes to take;(e) promptly following any request therefor, such other information regarding the operations, businessaffairs and financial condition of the Parent or any Restricted Subsidiary, or compliance with the terms of thisAgreement, as the Administrative Agent or any Lender may reasonably request, including, without limitation,(i) updated Beneficial Ownership Certifications for the Obligors as so requested, or written confirmation that theinformation provided in the Beneficial Ownership Certifications delivered to the Administrative Agent or any Lenderon or about the Effective Date in connection with this Agreement remains true and correct in all84  respects and (ii) all documentation and other information reasonably requested in connection with applicable “knowyour customer” and anti-money laundering rules and regulations, including the Patriot Act, and the internal policies ofthe Administrative Agent or such Lender;(f) promptly following any request therefor, such information evidencing any adjustments attributable toBusiness Acquisitions as described in the definition of Consolidated Adjusted Pro Forma EBITDA and included in aCompliance Certificate delivered pursuant to clause (c) above;(g) within 90 days after the end of each fiscal year, copies of certificates evidencing or other evidence of allmaterial 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 the RestrictedSubsidiaries for the following fiscal year.Documents required to be delivered pursuant to Section 5.01(a) and (b) (to the extent any such documents are includedin materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to havebeen delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’swebsite on the Internet; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranetwebsite, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-partywebsite or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in everyinstance the Parent shall be required to provide paper or electronic copies of the Compliance Certificates required bySection 5.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shallhave no obligation to request the delivery or to maintain copies of the documents referred to above, and in any eventshall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lendershall be solely responsible 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 Administrative Agent and eachLender promptly and, in any event, within five Business Days after acquiring knowledge thereof, written notice of thefollowing:(a) the occurrence of any Event of Default and the action that the Parent or any Restricted Subsidiary istaking 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 liabilities and obligationsreferenced in clauses (a) through (e) 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 Affiliate thereof that, ifadversely determined, could reasonably be expected to result in a Material Adverse Effect or that in any mannerquestions the validity of the Loan Documents; and85  (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that haveoccurred, could reasonably be expected to result in unfunded liability of any Obligor resulting in a Material AdverseEffect.Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer settingforth the details of the event or development requiring such notice and any action taken or proposed to be taken withrespect thereto.Section 5.03 Existence; Conduct of Business. Each Obligor shall and shall cause each Restricted Subsidiaryto do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence andthe rights, licenses, permits, privileges and franchises material to the conduct of its business except to the extent failureto maintain or preserve could not reasonably be expected to have a Material Adverse Effect; provided that theforegoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted underSection 6.03 or any other transaction permitted under this Agreement.Section 5.04 Payment of Obligations. Each Obligor shall and shall cause each Restricted Subsidiary to payits obligations, including liabilities for Taxes before the same shall become delinquent or in default, except (a) past dueTaxes for which no fine, penalty, interest, late charge or loss has been assessed, (b) where the validity or amountthereof is being contested in good faith by appropriate proceedings, and such Obligor or Restricted Subsidiary has setaside on its books adequate reserves with respect thereto in accordance with GAAP and (c) where the failure to makepayment could not reasonably be expected to result in a Material Adverse Effect.Section 5.05 Maintenance of Properties; Insurance. Each Obligor shall and shall cause each RestrictedSubsidiary to (a) keep and maintain all property material to the conduct of the business of the Obligors and theRestricted 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 and reputable insurance companies, insurance in suchamounts and against such risks as are customarily maintained by companies engaged in the same or similar businessesoperating in the same or similar locations.Section 5.06 Books and Records; Inspection Rights. Each Obligor shall and shall cause each RestrictedSubsidiary to keep proper, complete and consistent books of record that are true and correct in all material respects withrespect to such Person’s operations, affairs, and financial condition. Each Obligor shall and shall cause each RestrictedSubsidiary to permit any representatives designated by the Administrative Agent, upon reasonable prior notice, to visitand inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, financesand condition with its officers and independent accountants, all at such reasonable times and as often as reasonablyrequested (provided that in the absence of an Event of Default, the representatives of the Administrative Agent shallnot visit or inspect such properties more often than once per calendar year), subject in each case, to any restrictions orconfidentiality agreements existing in favor of third parties.Section 5.07 Compliance with Laws. Each Obligor shall and shall cause each Restricted Subsidiary tocomply with all Laws (excluding Laws referenced in Sections 5.10 and 5.12, which compliance shall be governed bysuch Sections) and Orders applicable to it or its86  property, except where 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 procedures designed toensure compliance by the Parent, its Subsidiaries and their respective directors, officers, employees and agents withAnti-Corruption Laws and applicable Sanctions.Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans and Letters of Credit willbe used only to (a) pay the fees, expenses and other transaction costs of the Transactions and (b) fund working capitalneeds and general corporate purposes of the Parent and the Restricted Subsidiaries, including the making of BusinessAcquisitions and other acquisitions of property. No part of the proceeds of any Loan will be used, whether directly orindirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, Uand X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and shall procure thatits Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of anyBorrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the paymentor giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for thepurpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, orin any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to anyparty hereto. This Section shall not be interpreted or applied in relation to any Obligor, any director, officer, employeeor agent, or any Lender to the extent that the obligations under this Section would violate or expose such entity or anydirector, officer, employee or agent thereof to any liability under any anti-boycott or blocking law, regulation or statutethat is in force from time to time in the European Union (and/or any of its member states) that are applicable to suchentity (including EU Regulation (EC) 2271/96) and Section 7 of the German Foreign Trade Regulation(Außenwirtschaftsverordnung, AWV) in connection with the German Foreign Trade Act (Außenwirtschaftsgesetz)).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 designated as a CFC Subsidiary (other than a CFCSubsidiary that is a Credit Facility Guarantor), and (ii) all Material Restricted Subsidiaries that are CFC Subsidiaries tobe CFC Guarantors. Notwithstanding the forgoing, the Parent shall cause any CFC Subsidiary that becomes aMaterial Restricted Subsidiary after the Effective Date to become a Credit Facility Guarantor, except (i) any suchMaterial Restricted Subsidiary that is owned, in whole or in part, by a Subsidiary that is a U.S. Person or (ii) if thedesignation of such Material Restricted Subsidiary as a Credit Facility Guarantor could reasonably result in materialadverse consequences to Parent, its Subsidiaries or its shareholders.(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 the Parent and all ofits Subsidiaries for the most recently ended period of four (4) fiscal quarters or (ii) the book value of the aggregateconsolidated assets held by the Unrestricted Subsidiaries exceeds ten percent (10%) of the book value of the aggregatetotal87  consolidated assets of the Parent and all of its Subsidiaries for the most recently ended period of four (4) fiscal quarters,the Parent shall promptly cause one or more of said Unrestricted Subsidiaries to be designated as a RestrictedSubsidiary, such that, 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 totalconsolidated revenue and total book value of the consolidated assets of the Parent and all of its Subsidiaries. Inaddition, to the extent that such new Restricted Subsidiary is a Material Subsidiary, the Parent shall (i) cause such newRestricted Subsidiary to become a Credit Facility Guarantor (in the case of any Restricted Subsidiary that is not a CFCSubsidiary) or a CFC Guarantor (in the case of any Restricted Subsidiary that is a CFC Subsidiary) by executing theapplicable Addendum and (ii) deliver to the Administrative Agent such documents relating to such new RestrictedSubsidiary as the Administrative Agent shall reasonably request.(c) If as of the end of any fiscal quarter, (i) the aggregate consolidated revenues generated by ImmaterialSubsidiaries (other than the Finco Entities) that are not Guarantors exceed fifteen percent (15%) of the aggregate totalconsolidated revenue of the Parent and all of its Subsidiaries for the most recently ended period of four (4) fiscalquarters or (ii) the book value of the aggregate consolidated assets held by the Immaterial Subsidiaries (other than theFinco Entities) that are not Guarantors exceeds fifteen percent (15%) of the book value of the aggregate totalconsolidated assets of the Parent and all of its Subsidiaries for the most recently ended period of four (4) fiscal quarters,the Parent shall promptly 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 a CFC Guarantor(in the case of any Immaterial Subsidiary that is a CFC Subsidiary) by executing the applicable Addendum, such that,after giving effect to such Addendum, both the aggregate consolidated revenues and the book value of the aggregateconsolidated assets of all Immaterial Subsidiaries (other than the Finco Entities) that are not Guarantors are less thanfifteen percent (15%) of the total consolidated revenue and total book value of the consolidated assets of the Parent andall of its Subsidiaries. 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 the AdministrativeAgent such documents relating to such Immaterial Subsidiary as the Administrative Agent shall reasonably request.(d) Within 30 days after the Parent acquires or creates a new Material Subsidiary, by way of Division orotherwise (other than a Finco Entity), the Parent shall notify the Administrative Agent and shall provide the constituentdocuments for such new Material Subsidiary, and to the extent that such Material Subsidiary is a Material RestrictedSubsidiary or to the extent such Material Subsidiary would otherwise be required to be a Guarantor under clause (b) or(c) above, the Parent shall (i) cause such new Material Subsidiary to become a Credit Facility Guarantor (in the case ofany new Material Subsidiary that is not a CFC Subsidiary) or a CFC Guarantor (in the case of any new MaterialSubsidiary that is a CFC Subsidiary) by executing the applicable Addendum and (ii) deliver to the AdministrativeAgent such documents relating to such new Material Subsidiary as the Administrative Agent shall reasonably request.(e) Within 30 days after the occurrence of any event that results in a Subsidiary ceasing to be a CFCSubsidiary, to the extent such Subsidiary is a Material Restricted Subsidiary88  or to the extent such Subsidiary would otherwise be required to be a Guarantor under clause (b) or (c) above, theParent shall (i) cause such Subsidiary to become a Credit Facility Guarantor by executing the applicable Addendumand (ii) deliver such documents relating to such Subsidiary as the Administrative Agent shall reasonably request.(f) At any time, the Parent may, in its sole discretion, elect to cause one or more Restricted Subsidiaries thatare not then Guarantors to become Guarantors by notifying the Administrative Agent of such election, designating thatsuch Restricted Subsidiary will be a CFC Guarantor (if applicable) and causing such Restricted Subsidiary to executean Addendum and deliver such Addendum to the Administrative Agent together with such other documents relating tosuch new Guarantor as the Administrative Agent shall reasonably request.(g) At any time, the Parent may elect to terminate any Guarantee by any Guarantor (a “GuaranteeTermination”); provided that (i) no such Guarantee Termination shall be given or take effect with respect to anySubsidiary that is at the time a Borrower or Material Restricted Subsidiary and (ii) such Guarantee Termination shallonly become effective on the date that is ten days after receipt by the Administrative Agent of a certificate of aFinancial Officer certifying that (A) the Parent will be in pro forma compliance with Sections 5.09(b) and (c) and(B) no Default or Event of Default shall have occurred, in each case, at the time of and after giving effect to suchGuarantee Termination. Upon the effectiveness of any Guarantee Termination, (i) such Guarantor shall be releasedfrom its obligations as a Guarantor hereunder, (ii) all Liens granted by such Guarantor to secure its Guarantee shallautomatically be terminated and released and (iii) the Administrative Agent will, at the expense of the Parent, executeand deliver such documents as are reasonably necessary to evidence said releases and terminations.Section 5.10 Additional Borrowers; Removal of Borrowers.(a) (i) If after the Effective Date, the Parent desires another Wholly-Owned Restricted Subsidiary tobecome a Borrower hereunder, the Parent shall (A) provide at least ten Business Days’ prior written notice to theAdministrative Agent, which notice shall specify, if applicable, whether such Subsidiary shall be a CFC Borrowerhereunder; (B) deliver to the Administrative Agent a Borrower Accession Agreement duly executed by all partiesthereto; (C) satisfy all of the conditions with respect thereto set forth in this Section 5.10(a) in form and substancereasonably satisfactory to the Administrative Agent; (D) deliver satisfactory documentation and other informationreasonably requested by the Administrative Agent or the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, and theirrespective internal policies; and (E) in the case of a proposed Additional Borrower that is organized under the laws of ajurisdiction other than the United States (or any state thereof or the District of Columbia) or the United Kingdom,obtain the consent of each Lender that such Additional Borrower is acceptable as a Borrower hereunder.(ii) Each Subsidiary’s addition as a Borrower shall also be subject to satisfaction of the followingconditions: (A) the Administrative Agent shall have received (1) a certificate signed by a duly authorizedofficer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that (x) therepresentations and warranties contained in each Loan Document are true and correct in all material respects89  on and as of such date (or in all respects if already qualified by Material Adverse Effect or materiality), beforeand after giving effect 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 earlier date, in whichcase such representations and warranties shall have been true and correct in all material respects (or in allrespects if already qualified by Material Adverse Effect or materiality)) and (y) no Default or Event of Defaulthas occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming anAdditional Borrower; and (2) such supporting resolutions, incumbency certificates, legal opinions and otherdocuments or information pertaining to the Additional Borrower as the Administrative Agent (or any Lenderacting through the Administrative Agent) may reasonably require, all in form and substance reasonablysatisfactory to the Administrative Agent and (B) in the case of a proposed Additional Borrower that isorganized under the laws of a jurisdiction other than the United States (or any state thereof or the District ofColumbia), (1) each Lender shall have met to such Lender’s satisfaction all applicable regulatory, licensing andinternal policy requirements and shall be legally permitted to make loans to such Additional Borrower and (2)no Lender shall be subject to any administrative or operational issues as a result of lending to such AdditionalBorrower, unless such Lender, in its sole discretion, waives the condition set forth in this clause (2).(iii) No Subsidiary’s addition as an Additional Borrower shall become effective unless and until allapplicable conditions set forth above in paragraphs (i) and (ii) have been satisfied in the reasonable discretion ofthe Administrative Agent. Upon the effective date of such Subsidiary’s addition as an Additional Borrower,such Subsidiary shall be deemed to be a Borrower and, if applicable, a CFC Borrower, as specified in theParent’s notice delivered pursuant to paragraph (i) above, hereunder. The Administrative Agent shall promptlynotify each Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon requestby any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. Withrespect to the accession of any Additional Borrower, each Lender shall be responsible for making adetermination as to whether it is capable of making advances to such Additional Borrower without theincurrence of withholding Taxes, provided that such Additional Borrower and its tax advisors shall cooperatein all reasonable respects with the Administrative Agent and such Lender in connection with any analysisnecessary for such Lender 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 would resulttherefrom, the Parent may remove any Subsidiary as a Borrower under this Agreement by providing written notice ofsuch removal to the Administrative Agent which shall promptly give the Lenders notice of such removal; provided that(i) in the event Loans are outstanding to such Subsidiary, (A) such Loans shall be repaid in full in accordance with theterms hereof or (B) the Parent shall designate in such notice the existing Borrower or Borrowers to which such Loanswill be assigned and such Loans shall be assigned to said Borrower or Borrowers prior to or contemporaneously withthe removal of such Subsidiary as a Borrower pursuant to an agreement reasonably satisfactory to the AdministrativeAgent and (ii) in the event outstanding Letters of Credit are issued for the account of such Subsidiary (or any of its90  Subsidiaries), the related LC Exposure shall be cash collateralized in an account with the Administrative Agent. Afterreceipt of such written notice by the Administrative Agent and, if applicable, the conditions set forth in clauses (i) and(ii) of the foregoing 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 Section 5.10(b), suchSubsidiary shall have no right to borrow under this Agreement unless the Parent provides notice as required pursuant toSection 5.10(a) of the request again to add such Subsidiary as an Additional Borrower hereunder and such Subsidiarycomplies with the conditions set forth in Section 5.10(a) to become an Additional Borrower hereunder.Section 5.11 Compliance with ERISA. In addition to and without limiting the generality of Section 5.07,each Obligor shall and shall cause each Restricted Subsidiary to (a) comply in all material respects with all applicableprovisions of ERISA and the regulations and published interpretations thereunder with respect to all employee benefitplans (as defined in ERISA) except where the failure to do so, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect, (b) not take any action or fail to take action the result of which could be(i) a liability to the PBGC (other than liability for PBGC premiums) or (ii) a past due liability to any MultiemployerPlan, except to the extent such liability could not reasonably be expected to result in a Material Adverse Effect, (c) notparticipate in any prohibited transaction that could result in any civil penalty under ERISA or any tax under the Code,except to the extent such penalty or tax could not reasonably be expected to result in a Material Adverse Effect, (d)operate each employee benefit plan in such a manner that could not reasonably be expected to result in the incurrenceof any material tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined inSection 4980B of the Code except to the extent such tax liability or liability to any qualified beneficiary could notreasonably be expected to have a Material Adverse Effect and (e) furnish to the Administrative Agent upon theAdministrative Agent’s request such additional information about any employee benefit plan as may be reasonablyrequested by the Administrative Agent.Section 5.12 Compliance With Agreements. Each Obligor shall and shall cause each Restricted Subsidiaryto comply in all respects with each material contract or agreement to which it is a party, except where the failure to socomply could not reasonably be expected to result in a Material Adverse Effect; provided that such Obligor orRestricted Subsidiary may contest any such contract or agreement or any portion thereof in good faith throughapplicable proceedings so long as adequate reserves are maintained in accordance with GAAP.Section 5.13 Compliance with Environmental Laws; Environmental Reports. Each Obligor shall andshall cause each Restricted Subsidiary to (a) comply with all Environmental Laws applicable to its operations and realproperty except to the extent that the failure to comply could not reasonably be expected to result in a Material AdverseEffect; (b) obtain and renew all Governmental Approvals required under Environmental Laws applicable to itsoperations and real property except to the extent that the failure to obtain or renew such approvals could not reasonablybe expected to result in a Material Adverse Effect; and (c) conduct any Response in accordance with EnvironmentalLaws except to the extent that the failure to do so could not reasonably be expected to result in a Material AdverseEffect; provided that neither such Obligor nor any Restricted Subsidiary shall be required to undertake any Response tothe extent that its91  obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are beingmaintained with respect to such circumstances in accordance with GAAP.Section 5.14 Maintain Business. Each Obligor shall and shall cause each Restricted Subsidiary to continueto engage in all material respects primarily in the business or businesses being conducted on the Effective Date andother businesses reasonably related or ancillary thereto as determined by the board of directors of the Parent.Section 5.15 Further Assurances. Each Obligor shall and shall cause each Restricted Subsidiary to execute,acknowledge and deliver, at its own cost and expense, all such further acts, documents and assurances as may fromtime to time be reasonably necessary or as the Majority Lenders may from time to time reasonably request in order tocarry out the intent and purposes of the Loan Documents, including all such actions to establish, preserve, protect and(to the extent required under the Security Documents or as otherwise provided in this Agreement) perfect the estate,right, title and interest of the Lenders, or the Administrative Agent for the benefit of the Lenders, to the Collateral(including Collateral acquired after the date hereof).Section 5.16 Australian Restructuring. The Parent shall cause the Australian Restructuring to beconsummated substantially as disclosed in writing to the Administrative Agent and the Lenders prior to the EffectiveDate.ARTICLE VINegative CovenantsUntil the Commitments have expired or terminated and the principal of and interest on each Loan and all feespayable hereunder shall have been paid in full and all Letters of Credit have expired or terminated and all LCDisbursements shall have been reimbursed, the Parent, for itself and each Restricted Subsidiary, and each Guarantor,for itself, covenant and agree with the Administrative Agent and the Lenders that:Section 6.01 Indebtedness. None of the Obligors or any Restricted Subsidiary will create, incur, assume orpermit 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 refinancing thereof, solong as (i) the principal amount of such Indebtedness does not increase, (ii) such Indebtedness does not have a maturitydate shorter than six (6) months following the Maturity Date and (iii) such Indebtedness has covenants, taken as awhole, that are no more restrictive than the terms of the Loan Documents in any material respects;(c) Indebtedness incurred to finance the acquisition, construction or improvement of any assets, includingCapital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets orsecured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of anyof such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregateprincipal amount of Indebtedness outstanding under this clause (c) shall not exceed $75,000,000 at any time;92  (d) Indebtedness (i) owed by an Obligor to any other Obligor, (ii) owed by a Restricted Subsidiary that isnot an Obligor to any other Restricted Subsidiary that is not an Obligor, (iii) owed by an Obligor to any RestrictedSubsidiary that is not an Obligor or (iv) owed by a Restricted Subsidiary that is not an Obligor to any Obligor;provided that the aggregate amount of Indebtedness outstanding pursuant to this clause (iv) shall not exceed$100,000,000, at any time, when combined with amounts outstanding under Section 6.05(e), without duplication;(e) Indebtedness of any Restricted Subsidiary in existence on the date on which such Restricted Subsidiaryis acquired directly or indirectly by the Parent (but not incurred or created in connection with such acquisition);provided (i) neither the Parent nor any other Restricted Subsidiary has any obligation with respect to suchIndebtedness, (ii) none of the properties of the Parent or any other Restricted Subsidiary is bound with respect to suchIndebtedness and (iii) the aggregate principal amount of all Indebtedness outstanding under this clause (e) shall notexceed $15,000,000 at any time;(f) Indebtedness in respect of endorsements of negotiable instruments for collection in the ordinary courseof business;(g) Indebtedness associated with accounts payable incurred in the ordinary course of business that are notmore than ninety (90) days past due or which are being actively contested by the Parent or the applicable RestrictedSubsidiary in good faith and by appropriate action and for which adequate reserves have been maintained inaccordance 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 $100,000,000 outstanding at any time;(k) guarantees of Indebtedness permitted by clauses (c), (i) and (j) of this Section;(l) other unsecured Indebtedness so long as the Total Net Leverage Ratio at the time of incurrence of suchIndebtedness, and after giving pro forma effect thereto, is less than 4.25 to 1.0; provided, the proceeds of any suchnewly incurred Indebtedness shall not be included in the calculation of the Total Net Leverage Ratio for purposes ofdetermining pro forma compliance with such ratio (it being understood that this proviso shall not excludeUnencumbered Balance Sheet Cash that is not attributable to such newly incurred Indebtedness); and(m) Indebtedness incurred to consummate the Australian Restructuring.Section 6.02 Liens. None of the Obligors or any Restricted Subsidiary will create, incur, assume or permit toexist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues(including accounts receivable) or rights in respect of any thereof, except:(a) Permitted Encumbrances;93  (b) Liens created by the Security Documents;(c) Liens on any property or assets of the Parent or any Restricted Subsidiary existing on the Effective Dateand set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any property or asset of the Parent or anyRestricted Subsidiary other than such property or asset to which such Lien applies on the Effective Date and (ii) suchLien shall secure only those obligations which it secures on the Effective Date and extensions, renewals andreplacements thereof in accordance with Section 6.01;(d) Liens on assets acquired, constructed or improved by the Parent or any Restricted Subsidiary; providedthat (i) such Liens secure Indebtedness permitted by clause (c) of Section 6.01, (ii) such Liens and the Indebtednesssecured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction orimprovement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing orimproving such assets and (iv) such Liens shall not apply to any other property or assets of the Parent or any RestrictedSubsidiary other 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 Restricted Subsidiary isacquired by the Parent (but not created in connection with such acquisition) securing Indebtedness permitted underSection 6.01(e); provided that (i) such Lien shall not apply to any property of asset of the Parent or any otherRestricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date of suchacquisition;(f) Liens on cash securing obligations of the Parent or any Restricted Subsidiary to providers of vaultservices with respect to such cash; and(g) Liens securing Indebtedness or other obligations of the Parent or any Restricted Subsidiary in anaggregate principal amount not to exceed $10,000,000 outstanding at any time.Section 6.03 Fundamental Changes. None of the Obligors or any Restricted Subsidiary will merge into,amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with orconsolidate with it, consummate a Division as the Dividing Person or liquidate or dissolve, except that, if at the timethereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and becontinuing and, if such transaction involves a Borrower, such Borrower shall survive such transaction or the survivingentity shall become a Borrower in accordance with Section 5.10(a):(a) any Restricted Subsidiary may merge into, amalgamate with or consolidate with a Borrower;(b) any Restricted Subsidiary that is a Wholly-Owned Subsidiary may merge into, amalgamate with orconsolidate with any other Restricted Subsidiary that is a Wholly-Owned Subsidiary; provided that if such transactioninvolves an Obligor, the Obligor survives such transaction (or the surviving entity becomes an Obligor in accordancewith Section 5.09 or Section 5.10(a), as applicable);94  (c) any Restricted Subsidiary may merge into, amalgamate with or consolidate with any other Person solong as either (i) such Restricted Subsidiary is the surviving entity of such merger, amalgamation or consolidation or (ii)if such Restricted Subsidiary is not the surviving entity, the surviving entity and/or the Parent, as applicable, complieswith the provisions of Section 5.09(d) within thirty (30) days of such merger, amalgamation or consolidation;(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 Parent determines ingood faith that such liquidation or dissolution is in the best interests of the Parent and could not be reasonably expectedto result in a Material Adverse Effect; and(f) any Unrestricted Subsidiary may merge into, amalgamate with or consolidate with any Obligor or anyRestricted Subsidiary that is not an Obligor so long as (i) such Obligor or such Restricted Subsidiary that is not anObligor is the surviving entity of such merger, amalgamation or consolidation and (ii) the Parent provides an officer’scertificate to the Administrative Agent, executed by a Financial Officer, certifying that, after giving effect to suchmerger, amalgamation or consolidation, the Parent is in pro forma compliance with Sections 6.16 and 6.17.Section 6.04 Asset Sales. None of the Obligors or any Restricted Subsidiary will make any Asset Saleexcept, if at the time thereof and immediately after giving effect thereto, with respect to clause (a), no Default or Eventof 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 givingeffect thereto, the aggregate book value of the assets disposed of in all Asset Sales (other than Asset Sales permittedunder the other clauses of this Section 6.04) during the term of this Agreement would not exceed twenty-five percent(25%) of the book value of the total assets of the Parent and its Subsidiaries on a consolidated basis as of the time suchAsset Sale is consummated, which amount shall be diminished by the aggregate book value of all prior Asset Salesmade during the term 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) anyRestricted Subsidiary that is not an Obligor may sell, transfer, lease or otherwise dispose of its assets to any Obligor orany 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 by equipment orproperty of at least comparable value and use or which is discontinued,95  obsolete, worn out 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-length transaction forfair value in the ordinary course of business;(g) leases entered into by any Obligor with any Restricted Subsidiary that is not an Obligor to lease assetsto such Restricted Subsidiary that is not an Obligor so long as (i) the fair market value of the assets leased under thisclause (g) shall not exceed $120,000,000 at any time and (ii) such leases are at prices and on terms and conditions notless favorable to such Obligor than could be obtained on an arm’s-length basis from unrelated third parties;(h) leases or financing contracts entered into with third parties to lease or finance such third parties’purchase of ATM Equipment; and(i) Assets Sales to consummate the Australian Restructuring.Section 6.05 Investments. None of the Obligors or any Restricted Subsidiary will make an Investment in anyother Person, except:(a) Permitted Investments;(b) Business Acquisitions permitted by Section 6.11;(c) Investments existing as of the Effective Date and listed on Schedule 6.05;(d) Investments by an Obligor in another Obligor;(e) Investments by any Obligor in any Restricted Subsidiary that is not an Obligor; provided that theaggregate amount of Investments (valued as of the date the applicable Investment was made) outstanding pursuant tothis clause (e) shall not exceed $75,000,000 at any time when combined with amounts outstanding under Section6.01(d)(iv), without duplication;(f) Investments arising out of loans and advances for expenses, travel per diem and similar items in theordinary course of business to directors, officers and employees in an aggregate amount not to exceed $10,000,000 atany time;(g) shares of stock, obligations or other securities received in the settlement of claims arising in the ordinarycourse of business;(h) Investments by any Restricted Subsidiary that is not an Obligor in (i) any Obligor or (ii) any otherRestricted Subsidiary that is not an Obligor;(i) Investments not otherwise permitted under this Section 6.05 in an aggregate amount not to exceed$50,000,000 at any time;(j) Guarantees permitted by Section 6.01;96  (k) Investments by any Obligor in any Finco Entity; provided that, substantially contemporaneously withsuch Investment, substantially all of the proceeds of such Investment are loaned, transferred, distributed to, or investedin, one or more Obligors;(l) Investments made to consummate the Australian Restructuring; and(m) any Investments made to comply with the requirements of Section 8a of the German Old AgeEmployees Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (SozialgesetzbuchIV).Section 6.06 Swap Agreements. None of the Obligors nor any Restricted Subsidiary will enter into anySwap Agreement, except (a) Swap Agreements entered into to hedge or manage the interest rate exposure associatedwith vault cash procurement, any debt securities, debt facilities or leases (existed or forecasted) of the Parent or anyRestricted Subsidiary, (b) any Permitted Bond Hedge Transaction(s), (c) any Permitted Warrant Transaction(s),(d) Swap Agreements for foreign exchange or currency exchange management or (e) Swap Agreements to hedge ormanage any exposure that the Parent or any Restricted Subsidiary may have to counterparties under other SwapAgreements such that, in each case, such Swap Agreements are entered into in the ordinary course of business and thecombination of such Swap Agreements, 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 will declare 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 Restricted Payment,and after giving pro forma effect thereto, (A) no Event of Default exists and (B) the Total Net Leverage Ratio is equalto or less than 3.75 to 1.0 and (ii) Restricted Payments by the Parent up to an aggregate amount of $50,000,000 in anyfiscal year if at the time of such Restricted Payment, and after giving pro forma effect thereto, (A) no Event of Defaultexists and (B) the Total Net Leverage Ratio is greater than 3.75 to 1.0;(b) dividends or distributions on Equity Interests of Restricted Subsidiaries ratably with respect to suchEquity Interests;(c) payments of dividends and distributions made with shares or units of capital stock of the Parent;(d) redemptions of capital stock of employees, directors or officers of the Parent or any of its Subsidiariesso long as (i) the amount of such redemption, when combined with all other redemptions made under this clause (d) inthe same calendar year, does not exceed $20,000,000 and (ii) the Parent demonstrates pro forma compliance withSections 6.16 and 6.17;(e) the payment by or on behalf of the Company of the purchase price for any Permitted Bond HedgeTransaction(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);97  (g) the payment and/or delivery of cash or common stock of the Parent, as the case may be, by or on behalfof the Company upon exercise and settlement, termination or redemption of any Permitted Warrant Transaction(s);(h) the payment and/or delivery of cash or common stock of the Parent, as the case may be, by or on behalfof the Company in satisfaction of the Company’s obligations in respect of the Convertible Senior Notes whether uponconversion of such securities, upon a fundamental change (or similar event, however so defined by the terms of suchsecurities), upon repurchase of such securities, at maturity of such securities or otherwise; provided that neither theParent nor the Company shall satisfy such obligations with the payment of cash unless at the time of such payment andafter giving pro forma effect thereto, no Event of Default shall exist;(i) Restricted Payments (other than those contemplated by Section 6.07(b)) made to any Obligor or madeby any Restricted Subsidiary that is not an Obligor to any other Restricted Subsidiary that is not an Obligor; and(j) Restricted Payments made to consummate the Australian Restructuring.Section 6.08 Prepayments of Indebtedness. The Obligors will not voluntarily prepay or redeem anyIndebtedness, except:(a) prepayments of Indebtedness created under the Loan Documents in accordance with this Agreement;(b) refinancings of Permitted Indebtedness to the extent such refinancing is permitted by Section 6.01 ofthis Agreement;(c) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of theproperty or assets securing such Indebtedness to the extent such sale or transfer is permitted by this Agreement;(d) voluntary prepayments and redemptions made with shares of capital stock of the Parent and proceeds ofofferings of capital stock of the Parent;(e) voluntary prepayments of Indebtedness permitted by Section 6.01(d);(f) voluntary prepayments and redemptions, other than those made under the other clauses of this Section,so long as, at the time of such prepayment or redemption and after giving pro forma effect thereto, no Event of Defaultshall exist; and(g) prepayments or redemptions of intercompany Indebtedness in connection with the AustralianRestructuring.For the avoidance of doubt, neither of the payment of cash nor the delivery of common stock by or on behalf of theCompany or the Parent, as the case may be, upon conversion of the Convertible Senior Notes shall be prohibited bythis Section 6.08, so long as, in the case of the payment of cash, the applicable conditions set forth in Section 6.07(h)are satisfied.98  Section 6.09 Transactions with Affiliates. None of the Obligors nor any Restricted Subsidiary will sell,lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assetsfrom, or otherwise engage in any other transactions with any of its Affiliates, except (a) at prices and on terms andconditions not less favorable to such Obligor or such Restricted Subsidiary than could be obtained on an arm’s-lengthbasis from unrelated third parties, (b) any Restricted Payment permitted by Section 6.07, (c) any transaction between oramong Obligors, (d) any transaction between or among Restricted Subsidiaries that are not Obligors; (e) Investmentspermitted by Section 6.05; and (f) any transaction entered into to consummate the Australian Restructuring.Section 6.10 Restrictive Agreements. None of the Obligors nor any Restricted Subsidiary will, directly orindirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes anycondition upon (a) the ability of any Obligor or any Restricted Subsidiary to create, incur or permit to exist any Liensecuring the Obligations under the Loan Documents upon any of its property or assets, (b) the ability of any Guarantoror any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock, (c)the ability of any Obligor or any Restricted Subsidiary to make or repay loans or advances to any Obligor or (d) theability of any Obligor to guarantee the Obligations; provided that (i) the foregoing shall not apply to restrictions andconditions imposed by Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditionsexisting on the Effective Date and identified on Schedule 6.10 (but shall apply to any extension or renewal of, or anyamendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall notapply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending suchsale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permittedhereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreementrelating to secured Indebtedness permitted by this Agreement, including, without limitation, secured Indebtednesspermitted by Section 6.01(e), provided that such restrictions or conditions apply only to the property or assets securingsuch Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and othercontracts restricting the assignment thereof or encumbrances on the property that is the subject thereof.Section 6.11 Business Acquisitions. None of the Obligors nor any Restricted Subsidiary will make anyBusiness Acquisitions except that an Obligor or any Restricted Subsidiary shall be permitted to make BusinessAcquisitions; provided that (a) no Event of Default shall exist before or immediately after giving effect to suchBusiness Acquisition, (b) the Total Net Leverage Ratio at the time of such Business Acquisition, and after giving proforma effect thereto, shall be equal to or less than 4.00 to 1.0, (c) the Parent shall be in pro forma compliance withSection 6.17 and (d) if the cash consideration for such Business Acquisition is equal to or greater than $75,000,000 (orthe equivalent amount thereof in any foreign currency), the Parent shall have given the Administrative Agent at leastten (10) days prior written notice of such Business Acquisition together with an officer’s certificate executed by aFinancial Officer, certifying as to compliance with the requirements of this Section and containing calculationsdemonstrating compliance with clauses (b) and (c) of this Section, together with such other information in respect ofthe proposed Business Acquisition as may be reasonably requested by the Administrative Agent. The consummationof each Business Acquisition shall be deemed to be a representation and warranty by the Parent that all conditionsthereto have been satisfied and99  that same is permitted under the terms of this Agreement, which representation and warranty shall be deemed to be arepresentation and warranty for all purposes hereunder.Section 6.12 Constitutive Documents. None of the Obligors nor any Restricted Subsidiary will amend itscharter or by-laws or other constitutive documents in any manner which could reasonably be expected to have aMaterial Adverse Effect on the rights of the Lenders under this Agreement or their ability to enforce the same;provided, however, the Obligors or any Restricted Subsidiary shall be permitted after the date hereof to amend itsconstitutive documents for the purpose of (a) changing its jurisdiction of organization within the same country so longas the Administrative Agent is given thirty (30) Business Days prior written notice of such change and (b) effectingany transaction permitted under the terms of this Agreement.Section 6.13 Reserved.Section 6.14 Amendment of Existing Indebtedness. The Obligors will not amend any term of anydocument evidencing Existing Indebtedness, if (a) the effect thereof would be to shorten the maturity or average lifethereof or increase the amount of any payment of principal thereof or increase the rate or shorten any period forpayment of interest thereon or (b) such action would add any covenant or event of default which is more onerous inany material respect than those contained therein on the Effective Date.Section 6.15 Changes in Fiscal Year. The Parent shall not change the end of its fiscal year to a date otherthan December 31 of each year.Section 6.16 Total Net Leverage Ratio. The Parent shall not, as of the last day of any fiscal quarter, permitthe Total Net Leverage Ratio to exceed 4.25 to 1.0.Section 6.17 Interest Coverage Ratio. The Parent shall not, as of the last day of any fiscal quarter, permit theInterest Coverage Ratio to be less than 3.00 to 1.0.ARTICLE VIIEvents of Default and RemediesSection 7.01 Events of Default. If any of the following events (“Events of Default”) shall occur:(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect ofany LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a datefixed for prepayment thereof or otherwise;(b) any Borrower shall fail to pay any interest on any Loan or any fee or other amount (other than anamount referred to in clause (a) of this Section 7.01) payable under this Agreement or the other Loan Documentswhich amount has been invoiced, when and as the same shall become due and payable, and such failure shall continueunremedied for a period of five Business Days;100  (c) any representation or warranty made or deemed made by or on behalf of any Borrower or anyRestricted Subsidiary in or in connection with this Agreement, any Loan Document or any amendment or modificationhereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to orin connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to havebeen incorrect when made or deemed made in any material respect;(d) any Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition oragreement 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 oragreement contained in this Agreement (other than those specified in clauses (a), (b) or (d) of this Article) or in anyother Loan Document, and such failure shall continue unremedied for a period of 30 days following the earlier of (i)the date on which such failure first became known to any Financial Officer or (ii) notice of such failure from theAdministrative Agent;(f) any Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal orinterest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due andpayable, and such failure shall continue unremedied for a period of five Business Days;(g) any event or condition occurs (i) that results in any Material Indebtedness becoming due prior to itsscheduled maturity or (ii) that requires the prepayment, repurchase, redemption or defeasance thereof, prior to itsscheduled maturity; provided that this clause (g) shall not apply to (A) secured Indebtedness that becomes due as aresult of the voluntary sale or transfer of the property or assets securing such Indebtedness, (B) the occurrence of afundamental change (or similar event, however so defined) as such term is defined in the Convertible Senior Notes orthe exercise of any 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 of Parent commonstock, or a combination thereof, of the Convertible Senior Notes and (D) any conversion, whether into cash (subject toSection 6.07(h)), shares of Parent common stock, or a combination thereof, of the Convertible Senior Notes by theholders thereof;(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary or their debts, or of asubstantial part of their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar lawnow or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for any Borrower or any Restricted Subsidiary or for a substantial part of any of their assets, and, in any suchcase, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or orderingany of the foregoing shall be entered;(i) any Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file anypetition seeking liquidation, reorganization or other relief under any101  Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent tothe institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in 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 or for a substantial part of any of theirassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of theforegoing;(j) any Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability, or failgenerally 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 an aggregateamount in excess of $20,000,000 (or the equivalent amount thereof in any foreign currency) shall be rendered againstany Borrower or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged orunstayed for a period of 60 consecutive days during which execution shall not be effectively stayed, or any attachmentor levy shall be entered upon any assets of such 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 Events that haveoccurred and are continuing, could reasonably be expected to result in a Material Adverse Effect;(m) a proceeding shall be commenced by any Borrower or any Restricted Subsidiary seeking to establishthe invalidity or unenforceability of any Loan Document (exclusive of questions of interpretation thereof), or anyObligor shall repudiate or deny that it has any liability or obligation for the payment of principal or interest or otherobligations purported to be created under any Loan Document;(n) any Lien created by any of the Security Documents shall at any time fail to constitute a valid and (to theextent required by the Security Documents or as otherwise permitted under this Agreement) perfected Lien on anymaterial portion of the Collateral purported to be subject thereto, securing the obligations purported to be securedthereby, with the priority required by the Loan Documents, or any Obligor shall so assert in writing, in each case otherthan as a result of action or inaction of the Administrative 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 in clause (h) or (i) ofthis Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, andat the request of the Majority Lenders shall, by notice to the Parent, take any or all of the following actions, at the sameor different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not sodeclared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of theLoans so declared to be due and payable, together with accrued102  interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall become due and payableimmediately, without presentment, 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 this Section 7.01, theCommitments shall automatically terminate and the principal of the Loans then outstanding, together with accruedinterest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall automatically become dueand payable, without presentment, demand, protest notice of acceleration or the intent to accelerate or any other noticeof any kind, all of which are hereby waived by each Borrower, (iii) increase the rate charged on all Loans to theDefault Rate (after the acceleration thereof), and (iv) exercise any or all of the remedies available to it under any of theLoan Documents, at Law or in equity (including, without limitation, conducting a foreclosure sale of any of theCollateral).Section 7.02 Cash Collateral. In addition to the remedies contained in Section 7.01, upon the occurrence andcontinuance of any Event of Default, each Borrower shall pay to the Administrative Agent cash collateral in suchamounts and at such times as contemplated by Section 2.05(j).ARTICLE VIIIThe Administrative AgentEach of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agentand authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegatedto the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidentalthereto.The Lender serving as the Administrative Agent hereunder shall have the same rights and powers in itscapacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent,and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of businesswith the Parent or other Affiliate thereof as if it were not the Administrative Agent hereunder.The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and inthe other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not besubject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurredand is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expressly contemplated hereby that the AdministrativeAgent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of theLenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly setforth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure todisclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by theAdministrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for anyaction taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number orpercentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in theabsence of its103  own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of anyDefault or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Parent ora Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) anystatement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate,report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any ofthe covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness orgenuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any conditionset forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered tothe Administrative Agent.The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, anynotice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and tohave been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to itorally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relyingthereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers),independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by itin accordance with the advice of any such counsel, accountants or experts.The Administrative Agent may perform any and all its duties and exercise its rights and powers by or throughany one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective RelatedParties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the RelatedParties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connectionwith the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph,the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Parent. Uponany such resignation, the Majority Lenders shall have the right, with the approval of Parent, which shall not beunreasonably withheld, conditioned or delayed, and shall not be required during the existence of an Event of Default,to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have acceptedsuch appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiringAdministrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor AdministrativeAgent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptanceof its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and becomevested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiringAdministrative Agent 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 predecessor unless otherwiseagreed between the Parent and such successor. After the Administrative Agent’s resignation104  hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiringAdministrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to betaken by any of them while it was acting as Administrative Agent.Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent orany other Lender and based on such documents and information as it has deemed appropriate, made its own creditanalysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently andwithout reliance upon the Administrative Agent or any other Lender and based on such documents and information asit shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under orbased upon this Agreement, any related agreement or any document furnished hereunder or thereunder.Each Lender (a) represents and warrants, as of the date such Person became a Lender party hereto, to, and (b)covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lenderparty hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or forthe benefit of any Obligor, that at least one of the following is and will be true:(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) ofone or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemptionfor certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a classexemption for certain transactions involving insurance company general accounts), PTE 90-1 (a classexemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a classexemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemptionfor certain transactions determined by in-house asset managers), is applicable with respect to such Lender’sentrance into, participation in, administration of and performance of the Loans, the Letters of Credit, theCommitments and this Agreement;(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made theinvestment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, theLetters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration ofand performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies therequirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of suchLender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’sentrance into, participation in, administration of and performance of the Loans, the Letters of Credit, theCommitments and this Agreement, or105  (iv) such other representation, warranty and covenant as may be agreed in writing between theAdministrative Agent, in its sole discretion, and such Lender.In addition, unless subclause (i) above is true with respect to a Lender or such Lender has not provided anotherrepresentation, warranty and covenant as provided in subclause (iv) above, such Lender further (A) represents andwarrants, as of the date such Person became a Lender party hereto, to, and (B) covenants, from the date such Personbecame a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, theAdministrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Obligor, thatthe Administrative Agent is not a fiduciary with respect to the Collateral or the assets of such Lender (including inconnection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any LoanDocument or any documents related to hereto or thereto).ARTICLE IXGuaranteeSection 9.01 The Guarantee.(a) Each Credit Facility Guarantor hereby jointly and severally with each other Credit Facility Guarantorunconditionally and irrevocably guarantees the full and punctual payment when due (whether at stated maturity, uponacceleration or otherwise) of the principal of and interest on each Loan, and the full and punctual payment of all otherObligations. Upon failure by any Borrower, any Guarantor or any Restricted Subsidiary to pay punctually anyObligations, each Credit Facility Guarantor shall forthwith on demand pay the amount not so paid at the place and inthe manner specified 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 nor any other Personto whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against theBorrowers, the Guarantors or any other Person or any Collateral. Each Credit Facility Guarantor agrees that, asbetween the Credit Facility Guarantors and the Lenders and any other Person to whom such Obligations are owed,such Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay,injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any Borrower and that inthe event of a declaration or attempted declaration, such Obligations shall immediately become due and payable byeach Credit Facility Guarantor for the purposes of this Guaranty.(b) Each CFC Guarantor hereby jointly and severally with each other CFC Guarantor unconditionally andirrevocably guarantees the full and punctual payment when due (whether at stated maturity, upon acceleration orotherwise) of the principal of and interest on each Loan made to a CFC Borrower, and the full and punctual paymentof all other Obligations of any CFC Borrower, any other CFC Guarantor and any other Restricted Subsidiary that is aCFC Subsidiary; provided that no CFC Subsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor)shall guarantee any Obligations of any Person that is (i) a U.S. Person or (ii) owned by a U.S. Person and classified asa partnership or disregarded entity, in each case for U.S. federal income tax purposes. Upon failure by any CFCBorrower, any CFC Guarantor or any Restricted Subsidiary that is a CFC Subsidiary to pay punctually any suchObligations, each106  CFC Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in thisAgreement, the other Loan Documents or such other documents evidencing the Obligations; provided that no CFCSubsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor) shall be required to pay any Obligations ofany 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 tax purposes. This Guarantee is a guaranty of payment and not ofcollection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaustany right or remedy or take any action against the CFC Borrowers, the Guarantors or any other Person or anyCollateral. Each CFC Guarantor agrees that, as between the CFC Guarantors and the Lenders and any other Person towhom such Obligations are owed, such Obligations may be declared to be due and payable for the purposes of thisGuarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declarationas regards any CFC Borrower and that in the event of a declaration or attempted declaration, such Obligations shallimmediately become due and payable by each CFC Guarantor for the purposes of this Guarantee; provided that noCFC Subsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor) shall be required to pay anyObligations of 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 9.02 Guaranty Unconditional. The obligations of each Guarantor hereunder shall be unconditionaland absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwiseaffected by:(a) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligations, byoperation of law or otherwise other than the full payment thereof;(b) any modification, amendment or waiver of or supplement to the Loan Documents, any Lender SwapAgreements 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 other Guarantoror any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting anyBorrower, any other Guarantor, any Restricted Subsidiary or their respective assets or any resulting release ordischarge of any Obligation;(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against anyBorrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person,whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertionof any such claim by separate suit or compulsory counterclaim;(f) any invalidity or unenforceability relating to or against any Borrower, any other Guarantor or anyRestricted Subsidiary for any reason of the Loan Documents, any Lender Swap Agreement, any other documentevidencing the Obligations or any provision of applicable law or regulation purporting to prohibit the payment by anyBorrower or any other Guarantor or any107  Restricted Subsidiary of the principal of or interest on any Loan or any other amount payable by any Borrower or anyother Guarantor 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, anyRestricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoeverthat might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor’sobligations hereunder.Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or theLenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after thePetition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise,Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the DefaultRate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from andafter the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws(herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by theAdministrative Agent, the Lenders and each other Person to whom the Obligations are owed from and after thePetition Date in connection with the Obligations.Section 9.03 Discharge Only upon Payment in Full; Reinstatement In Certain Circumstances. EachGuarantor’s obligations hereunder shall remain in full force and effect until (a) all Obligations shall have been paid infull (other than indemnity obligations which survive but are not yet due and payable), (b) all Commitments shall haveexpired or been terminated 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 its obligations as a Guarantorhereunder pursuant to Section 5.09(g) or Section 9.08. If at any time any payment of the principal of or interest on anyLoan or any other amount payable by the Obligors under the Loan Documents or otherwise in respect of theObligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganizationof any Obligor or otherwise, each Guarantor’s obligations hereunder with respect to such payment shall be reinstated atsuch time as though such payment had been due but not made at such time. The Credit Facility Guarantors jointlyand severally agree to indemnify each Lender and the CFC Guarantors jointly and severally agree toindemnify each Lender with respect to payments of Obligations of the CFC Borrowers and CFC Guarantors,in each case, on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurredby such Lender in connection with such rescission or restoration, including any such costs and expensesincurred in defending against any claim alleging that such payment constituted a preference, fraudulenttransfer or similar payment under any bankruptcy, insolvency or similar law, other than any costs or expensesresulting from the bad faith, gross negligence or willful misconduct of such Lender; provided that no CFCGuarantor shall be required to pay any Obligations of, or any costs or expenses related to, 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 eachcase for U.S. federal income tax purposes.108  Section 9.04 Waiver by Each Guarantor. Each Guarantor irrevocably waives acceptance hereof, diligence,presentment, demand, protest notice of acceleration or the intent to accelerate and any other notice not provided for inthis Article other than to the extent expressly provided for in favor of the Guarantors in any of the Loan Documents, aswell as any requirement that at any time any action be taken by any Person against any Borrower or any otherGuarantor or any other Person.Section 9.05 Subrogation. Each Guarantor shall be subrogated to all rights of the Lenders, theAdministrative Agent and the holders of the Loans and other Obligations against the Borrowers in respect of anyamounts paid by such Guarantor pursuant to the provisions of this Article IX; provided that such Guarantor shall notbe entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until (a) allObligations shall have been paid in full (other than indemnity obligations which survive but are not yet due andpayable), (b) all Commitments shall have expired or been terminated and (c) the LC Exposure has been reduced to zeroor fully cash collateralized as provided in this Agreement, except, in each case, to the extent any Subsidiary has beenreleased from its obligations 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 the conditions set forth inclauses (a), (b) and (c) of the foregoing sentence have not been satisfied, the amount shall be held in trust for the benefitof the Lenders and the other Persons to whom the Obligations are owed and shall be promptly paid to theAdministrative Agent to be credited and applied to the Obligations, whether matured or unmatured or absolute orcontingent, in accordance with 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 the LoanDocuments is stayed upon insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwisesubject to acceleration under the terms of this Agreement shall nonetheless be payable by each Credit FacilityGuarantor hereunder forthwith on demand by the Administrative Agent made at the request of the requisite proportionof the Lenders specified in Article X of this Agreement.(b) If acceleration of the time for payment of any amount payable by any CFC Borrower or any other CFCGuarantor under the Loan Documents is stayed upon insolvency, bankruptcy or reorganization of any CFC Borrower,all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable byeach CFC Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the requisiteproportion of the Lenders specified in Article X of this Agreement.Section 9.07 Limit of Liability. The obligations of each Guarantor hereunder shall be limited to an aggregateamount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.Section 9.08 Release upon Sale. Upon any sale of any Guarantor permitted by this Agreement, (a) suchGuarantor shall be released from its obligations as a Guarantor hereunder,109  (b) all Liens granted by such Guarantor to secure its Guarantee shall automatically be terminated and released and(c) the Administrative Agent will, at the expense of the Parent, execute and deliver such documents as are reasonablynecessary to evidence said releases and terminations, following written request from the Parent and receipt by theAdministrative Agent of a certificate from a Financial Officer certifying that no Default or Event of Default exists.Section 9.09 Benefit to Guarantor. Each Guarantor acknowledges that the Loans and other extensions ofcredit 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 the Loans and such other extensions of credit, willreceive a direct benefit from the Loans and such other extensions of credit and that, without the Loans and such otherextensions of credit, such Guarantor would not be able to continue its operations and carry on its business as presentlyconducted.Section 9.10 Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severallyabsolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed fromtime to time by each other Obligor to honor all of its obligations under the Guarantees in respect of Swap Obligations(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.10 for the maximumamount of such liability that can be hereby incurred without rendering its obligations under this Section 9.10, orotherwise under the Guarantees, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain infull force and effect until termination of the Guarantees as described in Section 9.03 hereof. Each Qualified ECPGuarantor intends that this Section 9.10 constitute, and this Section 9.10 shall be deemed to constitute, a “keepwell,support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of theCommodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation,each Obligor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevantsecurity interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an“eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and cancause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell underSection 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the foregoing, no CFC Subsidiary (otherthan a CFC Subsidiary that is a Credit Facility Guarantor) shall be required to provide such funds or other supportunder this Section 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 tax purposes.Section 9.11 Limitation for German Guarantors. (a) The restrictions in this Section 9.11 shall apply to any guarantee and indemnity granted by, and anyliability and other payment obligations of a Guarantor (for the avoidance of doubt, save for any of its own obligationsincurred in its capacity as a Borrower) under the laws of Germany as a limited liability company (GmbH) (a “GermanGuarantor”) under this Agreement or any other provision in the Loan Documents in respect of liabilities of its currentor any future direct or indirect shareholder(s) (upstream) or a Subsidiary of such shareholder (but110  excluding any direct or indirect Subsidiary of such German Guarantor) (cross-stream) (an “Up-Stream or Cross-StreamGuarantee”).(b) The restrictions in this Section 9.11 shall not apply:(i) with respect to a Capital Impairment (as defined below), to the extent the German Guarantorsecures any indebtedness under any Loan Document in respect of (i) loans to the extent such loans are (directlyor indirectly) on-lent or otherwise passed on to the relevant German Guarantor or its Subsidiaries or (ii) bankguarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor orthe German Guarantor’s Subsidiaries, in each case, to the extent that any such on-lending or otherwise passingon or bank guarantees or letters of credit are still outstanding at the time of the enforcement of the Up-Stream orCross-Stream Guarantee; for the avoidance of doubt, nothing in this paragraph (b) shall have the effect thatsuch on-lent amounts may be enforced multiple times (no double dip);(ii) with respect to a Capital Impairment (as defined below), if, at the time of enforcement of the Up-Stream or Cross-Stream Guarantee, a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) as per § 291 of the German Stock Corporation Act (Aktiengesetz, AktG)(either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) existsbetween the relevant German Guarantor as a dominated company, and (x) if that German Guarantor is aSubsidiary of the relevant Obligor whose obligations are secured by the relevant Up-Stream or Cross-StreamGuarantee, that Obligor or (y) if the German Guarantor and the relevant Obligor (whose obligations are securedby the relevant Up-Stream or Cross-Stream Guarantee) are both Subsidiaries of a joint (direct or indirect) parentcompany and such parent company as dominating entity (beherrschendes Unternehmen) in each case to theextent the existence of such domination and/or profit and loss pooling agreement (Beherrschungs- und/oderGewinnabführungsvertrag) leads to the inapplicability of § 30 paragraph 1 sentence 1 of the German LimitedLiabilities Company Act (“GmbHG”);(iii) with respect to a Capital Impairment (as defined below), to the extent any payment under theUp-Stream or Cross-Stream Guarantee is covered (gedeckt) by a fully valuable and recoverable considerationor recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor againstthe relevant Obligor;(iv) if the relevant German Guarantor has not complied with its obligations pursuant to paragraphs(d) and (e) below;(v) if the enforcement of such Up-stream or Cross-Stream Guarantee would not lead to a breach of§ 30 of the German Statue on Companies with Limited Liability (Gesetz betreffend die Gesellschaften mitbeschränkter Haftung, GmbHG) and would not cause any liability risk of the managing directors of theGerman Guarntor provided that this is confirmed by a ruling of the German Federal Supreme Court.111  (c) The parties to this Agreement agree that the Up-Stream or Cross-Stream Guarantee shall not beenforced if and to the extent payment under that Up-Stream or Cross-Stream Guarantee would cause the amount of aGerman Guarantor’s Net Assets, as calculated and defined pursuant to paragraph (f) below, to fall below the amountrequired to maintain its registered share capital (Stammkapital) or increase an existing shortage (Vertiefung einerUnterbilanz) of its registered share capital (Stammkapital) (such event, a “Capital Impairment”).(d) The relevant German Guarantor shall notify the Administrative Agent within ten (10) Business Daysafter the making of a demand under the Up-Stream or Cross-Stream Guarantee to what extent a Capital Impairmentwould occur as a result of a payment under such guarantee (setting out in reasonable detail the amount of its NetAssets, providing an up-to-date pro forma balance sheet) (a “Management Notification”).(e) If the Administrative Agent disagrees with the Management Notification, it may request the relevantGerman Guarantor to provide to the Administrative Agent within thirty (30) Business Days of receipt of such request adetermination by auditors appointed by the German Guarantor (at its own cost and expense) setting out in reasonabledetail the amount in which the payment would cause a Capital Impairment (an “Auditors Determination”). Save formanifest errors, the Auditor’s Determination shall be binding on all parties.(f) The net assets (Reinvermögen) of the German Guarantor (the “Net Assets”) shall be calculated inaccordance with § 42 GmbHG, §§ 242, 264 of the German Commercial Code (Handelsgesetzbuch, “HGB”) and thegenerally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsgemäßerBuchführung) and for the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted asfollows:(i) the amount of any increase in the registered share capital of the relevant German Guarantorwhich was carried out after the relevant German Guarantor became a party to this Agreement and made fromretained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) shall be deducted from the amount of theregistered share capital (Stammkapital);(ii) the amount of non-distributable assets according to §§ 253 (6) and 268 (8) of the HGB shall notbe included in the calculation of Net Assets;(iii) the amount of any increase in the registered share capital which is not permitted under any of theLoan Documents shall be deducted from the amount of the registered share capital (Stammkapital);(iv) loans or other liabilities incurred by the relevant German Guarantor in violation of the LoanDocuments shall not be taken into account as liabilities; and(v) loans provided to the German Guarantor shall be disregarded if such loans are made by a director indirect shareholder (or any subsidiary of such direct or indirect shareholder) of the German Guarantorunless a waiver (Erlass) of the repayment claim from such loan is not possible because such repayment claimhas been assigned as security to the Administrative Agent or any of the Lenders.112  (g) Where a German Guarantor claims that the Up-Stream or Cross-Stream Guarantee can only beenforced in a limited amount, it shall realize, to the extent lawful and within reasonable opinion commerciallyjustifiable, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantlylower than the market value of the assets and are not necessary (betriebsnotwendig) for the relevant GermanGuarantor’s business.(h) Nothing in this Section 9.11 shall constitute a waiver (Verzicht) of any right granted under thisAgreement or any other Loan Document to the Administrative Agent or any of the Lenders or shall prevent theAdministrative Agent or any of the Lenders from claiming that the restrictions of this Section 9.11 are not or no longerrequired to prevent personal liability of the directors of the relevant German Guarantor.(i) The provisions of this this Section 9.11 shall apply to a limited partnership with a limited liabilitycompany as its general partner (GmbH & Co. KG) mutatis mutandis and all references to Capital Impairment and NetAssets shall be construed as a reference to the Capital Impairment and Net Assets of the general partner(Komplementär) of such Guarantor.Section 9.12 Limitation for South African Guarantors.(a) The restrictions in this Section 9.12 shall apply to any guarantee and indemnity granted by, and anyliability and other payment obligations of a Guarantor incorporated under and in accordance with the laws of SouthAfrica (a “South African Guarantor”) or any other provision in the Loan Documents in respect of liabilities of itscurrent or any future direct or indirect shareholder(s) or a Subsidiary of such shareholder.(b) The Lenders or any other Person to whom such Obligations are owed shall be required to have firstexercised its rights to seek payment of any amounts then due from any other Obligor (other than any other SouthAfrican Guarantor) and shall use its reasonable endeavors to recover such amounts from such other Obligors.(c) In addition to the above, the parties to this Agreement agree that the Guarantee shall not be enforced ifand to the extent payment under that the Guarantee would cause the amount of a South African Guarantor’s NetAssets, as calculated and defined pursuant to paragraph (f) below, to fall below the amount required to maintain itsregistered share capital or increase an existing shortage of its registered share capital (such event, a “South AfricanGuarantor Capital Impairment”).(d) The relevant South African Guarantor shall notify the Administrative Agent within ten (10) BusinessDays after the making of a demand under the Guarantee to what extent a South African Guarantor Capital Impairmentwould occur as a result of a payment under such guarantee (setting out in reasonable detail the amount of its NetAssets, providing an up-to-date pro forma balance sheet) (a “South African Guarantor Management Notification”).(e) If the Administrative Agent disagrees with the South African Guarantor Management Notification, itmay request the relevant South African Guarantor to provide to the Administrative Agent within thirty (30) BusinessDays of receipt of such request a determination by auditors appointed by the South African Guarantor (at its own costand expense) setting out in113  reasonable detail the amount in which the payment would cause a South African Guarantor Capital Impairment (a“South African Guarantor’s Auditors Determination”). Save for manifest errors, the South African Guarantor’sAuditors Determination shall be binding on all parties.(f) The net assets of the South African Guarantor (the “South African Guarantor’s Net Assets”) shall beas stated in its most recently available audited accounts or balance sheet, determined by reference to its financialstatements most recently provided to the Administrative Agent or any more recently available audited financialstatements.ARTICLE XMiscellaneousSection 10.01 Notices.(a) Except in the case of notices and other communications expressly permitted to be given by telephone(and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing andshall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, asfollows:(i) if to the Parent or any other Obligor, to:3250 Briarpark Drive, Suite 400Houston, Texas 77042Attention: TreasurerTelecopy No.: (832) 308-4750Telephone No. (for confirmation): (832) 308-4200andTrident PlaceFirst Floor, Building 4Mosquito WayHatfield, Hertfordshire AL10 9UL.Attention: Jana HileTelecopy No.: (+44) (0) 1707 632801Telephone No. (for confirmation): +441707248803with a copy to:Weil, Gotshal & Manges LLP767 Fifth AvenueNew York, NY 10153Attention: Douglas R. UrquhartTelecopy No.: (212) 310-8007Telephone No. (for confirmation): (212) 310-8001and114  3250 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.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:Hunton Andrews Kurth LLP600 Travis, Suite 4200Houston, Texas 77002Attention: Callie Parker BradfordTelecopy No.: (713) 220-4285Telephone No. (for confirmation): (713) 220-3914(iii) if to the Alternative Currency Agent (in the case of a Borrowing in an Alternative 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 Canadian Dollars), to:JPMorgan Chase Bank, N.A.10 S. Dearborn, Floor L2Chicago, IL 60603Attention: Jessica GallegosTelephone Number: (312) 954-2097Email: CLS.CAD.Chicago@jpmorgan.com115  (v) if to JPMorgan in its capacity as an Issuing Lender (in the case of Letters of Credit denominatedin Dollars or 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 66154Email: Chicago.lc.agency.closing.team@jpmchase.com(vi) if to JPMorgan in its capacity as an Issuing Lender (in the case of Letters of Credit denominatedin Canadian 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 any other Issuing Lender:Bank of America, N.A.Vincent Leonardo or Timothy RogersTel.: 1 800 370 7519Email: Scranton_standby_lc@bankofamerica.com Barclays Bank plcBarclays Loan OperationsLevel 21, 1 Churchill PlaceCanary Wharf, London, E14 5HPInstructions Telecopy No.: +44 (0) 20 7516 3867Instructions Email: 442033201066@tls.ldsprod.comQueries Email: emeaparticipationloans@barclays.comEscalations Email: BOT@barclays.comTelephone No.: + 44 (0) 20 3134 0516 Wells Fargo Bank, N.A.U.S. Trade ServicesStandby Letters of Credit401 N. Research Pkwy, 1st FloorMAC D4004-017Winston-Salem, North Carolina 27101-4157116  Telephone No.: 800-776-4157, Option 2Email: sblc-new@wellsfargo.com (viii) if to JPMorgan in its capacity as a 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 a Swingline Loan in anAlternative Currency.(ix) if to any other Swingline Lender:Bank of America, N.A.Adilakshmi AndrapalliHitec City, MadhapurHyderabad Telangana 500081IndiaTel.: +914033866483Email: adilakshmi.andrapalli@bankofamerica.com Barclays Bank plcBarclays Loan OperationsLevel 21, 1 Churchill PlaceCanary Wharf, London, E14 5HPInstructions Telecopy No.: +44 (0) 20 7516 3867Instructions Email: 442033201066@tls.ldsprod.comQueries Email: emeaparticipationloans@barclays.comEscalations Email: BOT@barclays.comTelephone No.: + 44 (0) 20 3134 0516 Wells Fargo Bank, N.A.Adrian Newbill, Loan Admin7711 Plantation RdRoanoke, VA 24019Telecopy No: 844-879-0845Telephone No.: 540-561-6250Email: RKELCFX@wellsfargo.comadrian.newbill@wellsfargo.com 117  (x) if to any other Lender, to it at its address (or telecopy number) set forth in its AdministrativeQuestionnaire.(b) Notices and other communications to the Lenders hereunder may be delivered or furnished byelectronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoingshall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicableLender. The Administrative Agent or the Parent may, in its discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices or communications.(c) Any party hereto may change its address or telecopy number for notices and other communicationshereunder by notice to the other parties hereto. All notices and other communications given to any party hereto inaccordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.Section 10.02 Waivers; Amendments.(a) No failure or delay by the Administrative Agent, any Issuing Lender or any Lender in exercising anyright or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right orpower, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or furtherexercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, theIssuing Lenders and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that theywould otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Obligortherefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and thensuch waiver or consent shall be effective only in the specific instance and for the purpose for which given. Withoutlimiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed asa waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Lender may havehad notice or knowledge of such Default at the time.(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuantto an agreement or agreements in writing entered into by the Borrowers and the Majority Lenders or by the Borrowersand the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i)increase any Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amountof any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, withoutthe written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of theprincipal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reducethe amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,without the written consent of each Lender directly affected thereby, (iv) change Section 2.17(b) or (c) in a manner thatwould alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) changeany provisions of Section 2.20 or the definition of “Defaulting Lender”, without the written consent of theAdministrative Agent, the Issuing Lenders and the Swingline Lenders (in addition to the Majority Lenders), (vi)change118  any of the provisions of this Section 10.02(b) or the definition of “Majority Lenders” or any other provision hereofspecifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make anydetermination or grant any consent hereunder, without the written consent of each Lender, (vii) release all or a materialportion of the Collateral without the written consent of each Lender, provided, that nothing herein shall prohibit theAdministrative Agent from releasing any Collateral, or require the consent of the other Lenders for such release, inrespect of items sold, leased, transferred or otherwise disposed of to the extent such transaction is permitted hereunder,or (viii) release all or substantially all of the Guarantees (other than in connection with any transactions permitted bythis Agreement) without the written consent of each Lender; provided further that no such agreement shall amend,modify or otherwise affect the rights or duties of the Administrative Agent, the Alternative Currency Agent, the IssuingLenders or the Swingline Lenders hereunder without the prior written consent of the Administrative Agent, theAlternative Currency Agent, the Issuing Lenders or the Swingline Lenders, as the 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 expenses incurred by theAdministrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel andconsultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein,due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement,the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisionshereof (whether or not the Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extensionof any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurredby the Administrative Agent, the Issuing Lenders or any Lender for fees, charges and disbursements of one primarylaw firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lenders or anyLender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lenders or anyLender, in connection with the enforcement or protection of its rights in connection with this Agreement during theexistence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respectthereof), including its rights under this Section, or in connection with the Loans made or Letters of Credit issuedhereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring ornegotiations in respect of such Loans or Letters of Credit.(b) THE PARENT SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUINGLENDERS, AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOINGPERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLDEACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES,LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES ANDDISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTEDAGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF(I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY119  AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THEPARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR ANY OTHERTRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THEUSE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING LENDERSTO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTSPRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THETERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE ORRELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATEDBY THE PARENT OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITYRELATED IN ANY WAY TO THE PARENT OR ANY OF ITS SUBSIDIARIES, OR (IV) ANY ACTUALCLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THEFOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY ANDREGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO AND REGARDLESS OFWHETHER SUCH CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING IS BROUGHT BYTHE PARENT OR ANY GUARANTOR, THEIR RESPECTIVE EQUITY HOLDERS, THEIRRESPECTIVE AFFILIATES, THEIR RESPECTIVE CREDITORS OR ANY OTHER PERSON; ANDWHETHER OR NOT CAUSED BY THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OFANY INDEMNITEE, PROVIDED FURTHER THAT SUCH INDEMNITY SHALL NOT, AS TO ANYINDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENTJURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THEGROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THIS SECTION10.03(b) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THATREPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.(c) To the extent that the Parent fails to pay, or fails to cause to be paid, any amount required to be paid byit to the Administrative Agent, any Issuing Lender or any Swingline Lender under paragraph (a) or (b) of this Section,each Lender severally agrees to pay to the Administrative Agent, such Issuing Lender or such Swingline Lender, as thecase may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense orindemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the AdministrativeAgent, such Issuing Lender or such Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “prorata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unusedCommitments at the time.(d) To the extent permitted by applicable Law, no party hereto shall assert, and each party hereto herebywaives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitivedamages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement orany agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the120  proceeds thereof; provided that nothing in this paragraph (d) shall be deemed to relieve the Parent of any obligation itmay have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against suchIndemnitee by a third party to the extent such Indemnitee would otherwise be entitled to indemnification hereunder.(e) All amounts due under this Section shall be payable no later than ten (10) Business Days from writtendemand therefor.Section 10.04 Successors and Assigns.(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Lender that issuesany Letter of Credit), except that (i) except as expressly set forth in Section 5.10(b), no Borrower may assign orotherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and anyattempted assignment or transfer by any Borrower without such consent shall be null and void), and (ii) no Lender mayassign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.04. Nothingin this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Lender that issues anyLetter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expresslycontemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lenders and the Lenders)any legal or equitable right, remedy or claim under or by reason of this Agreement.(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or moreassignees all or a portion of its rights and obligations under this Agreement (including all or a portion of itsCommitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonablywithheld or delayed) of:(A) the Parent, provided that no consent of the Parent shall be required for an assignment toan Affiliate of a Lender or if any Event of Default has occurred and is continuing; provided further thatthe Parent shall be deemed to have consented to any such assignment unless it shall object thereto bywritten notice to the Administrative Agent within five Business Days after having received writtennotice thereof; and(B) the Administrative Agent, each Issuing Lender and each Swingline Lender;(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 a Lender or anassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amountof the Commitment or Loans of the assigning Lender subject to each such assignment (determined as ofthe date the Assignment and Assumption with respect to such assignment is delivered to theAdministrative Agent) shall not be less than $5,000,000 and after giving effect to121  such assignment, the assigning Lender Commitment or Loans shall not be less than $5,000,000 unlesseach of the Parent and the Administrative Agent otherwise consent or unless the assignment is of 100%of the assigning Lender’s Commitment and Loans, provided that no such consent of the Parent shall berequired if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and iscontinuing;(B) each partial assignment shall be made as an assignment of a proportionate part of all theassigning Lender’s rights and obligations under this Agreement;(C) the parties to each assignment shall execute and deliver to the Administrative Agent anAssignment and Assumption, together with a processing and recordation fee of $3,500;(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (1) anAdministrative Questionnaire in which the assignee designates one or more credit contacts to whom allsyndicate-level information (which may include material non-public information about the Parent orGuarantors and their Related Parties or their respective securities) will be made available and who mayreceive such information in accordance with such assignee’s compliance procedures and applicable law,including Federal and state securities laws and (2) notice of the Non-Pro Rata Alternative Currencies (ifany) in which such assignee has agreed to fund Revolving Loans;(E) prior to any assignment to an assignee that is not a Lender, the Lender making such anassignment shall first offer the assignment to the other Lenders who shall have five (5) Business Days topurchase the assignment on the same terms as are proposed to such non-Lender assignee; and(F) no such assignment shall be made to (i) a natural Person (or a holding company,investment vehicle or trust for, or owned or operated for the primary benefit of, a natural Person), (ii)the Parent or any of the Parent’s Affiliates or Subsidiaries or (iii) to any Defaulting Lender or any of itsSubsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of theforegoing Persons described in this clause (iii).(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, fromand after the effective date specified in each Assignment and Assumption the assignee thereunder shall be aparty hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights andobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such 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 shall continue to be entitledto the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or122  obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes ofthis Agreement as a sale by such Lender of a participation in such rights and obligations in accordance withparagraph (c) of this Section.(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Parent, shallmaintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (andstated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof fromtime to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, theAdministrative Agent, the Issuing Lenders and the Lenders may treat each Person whose name is recorded inthe Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection by the Parent, the IssuingLenders and any Lender, at any reasonable time and from time to time upon reasonable prior notice.(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigningLender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shallalready be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Sectionand any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agentshall accept such Assignment and Assumption and record the information contained therein in the Register. Noassignment shall be 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, the IssuingLenders or the Swingline Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or aportion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment andthe Loans owing to it); provided that (A) such participations must be approved by the Parent so long as no Event ofDefault has occurred and is continuing, such approval not to be unreasonably withheld, (B) such Lender’s obligationsunder this Agreement shall remain unchanged, (C) such Lender shall remain solely responsible to the other partieshereto for the performance of such obligations, (D) such Lender shall notify the Administrative Agent in writingimmediately upon any such participation, and (E) the Borrowers, the Administrative Agent, the Issuing Lenders andthe other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rightsand obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such aparticipation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve anyamendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrumentmay provide that such Lender 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 to paragraph (c)(ii) of thisSection, the Parent agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subjectto the requirements and limitations therein, including the requirements under Sections 2.16(g), (h) and (i) (it beingunderstood that the documentation required under Section 2.16(g) shall be delivered to the participating Lender) to123  the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of thisSection. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 asthough it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender.(ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16than the applicable Lender would have been entitled to receive with respect to the participation sold to suchParticipant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to thebenefits of Section 2.16 unless the Parent is notified of the participation sold to such Participant and suchParticipant 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 a non-fiduciaryagent of the Parent, maintain a register on which it enters the name and address of each Participant and theprincipal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under theLoan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose allor any portion of the Participant Register (including the identity of any Participant or any information relating toa Participant's interest in any commitments, loans, letters of credit or its other obligations under any LoanDocument) to any 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 theUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifesterror, and such Lender shall treat each Person whose name is recorded in the Participant Register as the ownerof such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For theavoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have noresponsibility for maintaining a Participant Register.(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights underthis Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secureobligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a securityinterest; provided that no such pledge or assignment of a security interest shall release a Lender from any of itsobligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.Section 10.05 Survival. All covenants, agreements, representations and warranties made by the Borrowersand each Guarantor herein and in the certificates or other instruments delivered in connection with or pursuant to thisAgreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution anddelivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of anyinvestigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, anyIssuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation orwarranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principalof or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstandingand124  unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. Theprovisions of Sections 2.14, 2.15, 2.16 and 10.03 and Article VIII shall survive and remain in full force and effectregardless of the consummation of the Transactions contemplated hereby, the repayment of the Loans, the expiration ortermination of the Letters 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 executed in counterpartsand may be delivered in original or facsimile form (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. ThisAgreement, the other Loan Documents and any separate letter agreements with respect to fees payable to theAdministrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersedeany and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except asprovided in Section 4.01, this Agreement shall become effective when it shall have been executed by theAdministrative Agent 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 upon and inure to thebenefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of asignature page of this Agreement by telecopy or other electronic transmission shall be effective as delivery of amanually executed counterpart of this Agreement.Section 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceabilitywithout affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of aparticular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.Section 10.08 Right of Setoff. Each Lender and each of its Affiliates is hereby authorized at any time that anEvent of Default shall have occurred and is continuing, to the fullest extent permitted by law, to set off and apply anyand all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at anytime owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Guarantor against theobligations of the Borrowers and each Guarantor now or hereafter existing under this Agreement held by such Lender,irrespective of whether or not such Lender shall have made any demand under this Agreement and although suchobligations may be unmatured. Notwithstanding the foregoing, no Lender or Affiliate thereof shall set off or apply anydeposits of a CFC Subsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor) or any other obligationsat any time owing by such Lender or Affiliate to or for the credit of such CFC Subsidiary on account of any or all ofthe obligations of 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. The rights of each Lender under this Section arein 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 and governed by theLaw of the State of New York without regard to any choice-of-law125  provisions that would 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 or event takenthereunder (such as foreclosure of any Collateral) requires application of or compliance with the Law of anotherjurisdiction, such provisions and concepts shall be controlling.(b) Each of the Borrowers and the Guarantors hereby irrevocably and unconditionally submits, for itselfand its property, to the nonexclusive jurisdiction of the Supreme Courts of the State of New York sitting in New YorkCity and of the United States District Court sitting in New York City, and any appellate court from any thereof, in anyaction or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment,and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any suchaction or proceeding may be heard and determined in such New York State Court or, to the extent permitted by law, insuch Federal court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any IssuingLender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against theBorrowers or Guarantors or their properties in the courts of any jurisdiction.(c) Each of the Borrowers and the Guarantors hereby irrevocably and unconditionally waives, to the fullestextent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue ofany suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) ofthis Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense ofan inconvenient forum to the maintenance of such action or proceeding in any such court.(d) Each party to this Agreement irrevocably consents to service of process in the manner provided fornotices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serveprocess in any other manner permitted by law.Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIALBY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TOENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.126  Section 10.11 Headings. Article and Section headings and the Table of Contents used herein are forconvenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken intoconsideration in interpreting, this Agreement.Section 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agreesto maintain the confidentiality of the Information (as defined below) and use such Information solely in connectionwith the consideration, administration, documentation, implementation, syndication or negotiation of the Transactions,except that Information may be disclosed (a) to its Related Parties who need to know the Information in order toconsider, administer, document, implement, syndicate or negotiate the terms of the Transactions (it being understoodthat the Persons to whom such disclosure is made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to theextent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party tothis Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relatingto this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisionssubstantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of orParticipant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or itsadvisors) to any swap, derivative or other transaction under which payments are to be made by reference to anyObligor and its obligations, this Agreement or payments hereunder, (g) with the consent of the Parent or (h) to theextent such Information (i) becomes publicly available other than as a result of a breach of this Section by any partyhereto or (ii) becomes available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidentialbasis from 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 theInformation in connection with the performance by the Administrative Agent of services for other companies or (ii)furnish any Information to other companies. For the purposes of this Section, “Information” means all informationreceived from the Borrowers relating to the Borrowers or their business, other than any such information that isavailable to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis prior to disclosureby the Borrowers, any of their respective Subsidiaries, any of its Affiliates or any Related Party of the foregoing andother than information pertaining to this Agreement routinely provided by arrangers to data service providers, includingleague table providers, that serve the lending industry. Any Person required to maintain the confidentiality ofInformation as provided in this Section shall be considered to have complied with its obligation to do so if such Personhas exercised the same degree of care to maintain the confidentiality of such Information as such Person would accordto its own confidential information. If the Administrative Agent, any Issuing Lender or any Lender is requested orrequired, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigativedemand or similar process, to disclose any or all of the Information, the Administrative Agent, such Issuing Lender orsuch Lender will provide the Parent with prompt notice of such event (to the extent that such notice does notcontravene any applicable 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 Administrative Agent, suchIssuing Lender or such Lender. If the Parent determines to seek such protective order or other remedy, theAdministrative Agent, any Issuing Lender or such Lender will cooperate with the Parent in seeking such protectiveorder or127  other remedy. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, nothingin this Agreement shall (a) restrict the Administrative Agent, any Issuing Lender or any Lender fromproviding information to any bank regulatory authority or any other regulatory or governmental authority,including the Board and its supervisory staff; (b) require or permit the Administrative Agent, any IssuingLender or any Lender to disclose to the Parent that any information will be or was provided to the Board orany of its supervisory staff; or (c) require or permit the Administrative Agent, any Issuing Lender or anyLender to inform the Parent of a current or upcoming Board examination or any nonpublic Board supervisoryinitiative or action.Section 10.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time theinterest rate applicable to any Loan or reimbursement obligation, together with all fees, charges and other amounts thatare treated as interest on such Loan or reimbursement obligation under applicable law (collectively the “Charges”),shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received orreserved by the Lender holding such Loan or reimbursement obligation in accordance with applicable law, the rate ofinterest payable in respect 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 and Charges that wouldhave been payable in respect of such Loan or reimbursement obligation but were not payable as a result of theoperation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of otherLoans, reimbursement obligations or periods shall be increased (but not above the Maximum Rate therefor) until suchcumulated amount, together with interest thereon at the FRBNY Rate to the date of repayment, shall have beenreceived by such Lender. Without limiting the generality of the foregoing provisions of Section 10.13, if any provisionof any of the Loan Documents would obligate any Obligor formed or organized under the laws of Canada or anyprovince or territory thereof to make any payment of interest or other amount payable to any Lender in an amount orcalculated at a rate which would be prohibited by applicable law or would result in a receipt by such Lender of interestat a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding suchprovisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amountor rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by suchLender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: firstly, byreducing the amount or rate of interest required to be paid to such Lender under the applicable Credit Document, andthereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender whichwould constitute “interest” for purposes of Section 347 of the Criminal Code (Canada).Section 10.14 USA Patriot Act. Each Lender hereby notifies each Obligor that pursuant to the requirementsof the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Act”), it is required toobtain, verify and record information that identifies each Obligor, which information includes the name and address ofthe Obligor and other information that will allow such Lender to identify the Obligor in accordance with the Act.Section 10.15 Amendment and Restatement. Upon the Effective Date, the Existing Credit Agreement shallbe amended, restated and superseded in its entirety by this Agreement.128  The parties hereto acknowledge and agree that (a) this Agreement, any notes and the other Loan Documents executedand delivered herewith do not constitute a novation or termination of the “Obligations” as defined in the ExistingCredit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing onlywith the terms thereof being modified as provided in this Agreement.Section 10.16 Exiting Lenders. Each of Bank of Nova Scotia, Frost Bank, Santander, N.A. and ZionsBancorporation, N.A. dba Amegy Bank, as “Lenders” under the Existing Credit Agreement (collectively, the “ExitingLenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto herebypurchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Existing CreditAgreement such that, after giving effect to this Agreement (a) each of the Exiting Lenders shall (i) be paid in full for allamounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lenders and theAdministrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the ExistingCredit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall stillbe entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to theEffective Date) and be released from its obligations under the Existing Credit Agreement and the other “LoanDocuments” as defined therein, and (b) the Commitments of each Lender shall be as set forth on Schedule 2.01(a)hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and withoutany warranties whatsoever by the Administrative Agent or any Exiting Lender as to title, enforceability, collectability,documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of each ExitingLender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders andthe Administrative Agent shall make all appropriate adjustments in payments under the Existing Credit Agreement, the“Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. EachExiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 10.16 onlyand for no other purpose.Section 10.17 Limitation of Liability of CFC Subsidiaries. Notwithstanding anything to the contrary in thisAgreement or any other Loan Document, it is the express intent of the parties under this Agreement that (a) no CFCSubsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor) shall be treated as a pledgor or guarantorwith respect to the Loans or any other 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 tax purposes for anypurpose (including for purposes of Code Section 956(d) and Treasury Regulation Section 1.956-2(c)) and (b) (i) noassets of any CFC Subsidiary (other than a CFC Subsidiary that is a Credit Facility Guarantor) and (ii) no amountspaid or payable by or on behalf of any CFC Subsidiary (whether through payment, credit, setoff, or otherwise), in eachcase, shall be used (or deemed to be used) to satisfy any Loans or other 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. federalincome tax purposes, and the provisions of this Agreement shall be interpreted in a manner consistent with thatintent. Notwithstanding anything to the contrary herein or under any Loan Documents, no CFC Subsidiary (other thana CFC Subsidiary that is a Credit Facility Guarantor) 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 and129  classified as a partnership or disregarded entity, in each case for U.S. federal income tax purposes.Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstandinganything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among anysuch parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any LoanDocument, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of anEEA Resolution Authority 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 Resolution Authority to anysuch liabilities arising hereunder which may be payable to it by any party hereto that is 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 instruments of ownership insuch EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it orotherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieuof any rights with respect to any such liability under this Agreement or any other Loan Document; or(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down andConversion Powers of any EEA Resolution Authority.Section 10.19 No Fiduciary Duty, etc.(a) Each Obligor acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that noCredit Party will have any obligations except those obligations expressly set forth herein and in the other LoanDocuments and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to theObligors with respect to the Loan Documents and the transactions contemplated herein and therein and not as afinancial advisor or a fiduciary to, or an agent of, the Obligors or any other Person. Each Obligor agrees that it will notassert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party inconnection with this Agreement and the transactions contemplated hereby. Additionally, each Obligor acknowledgesand agrees that no Credit Party is advising the Obligors as to any legal, tax, investment, accounting, regulatory or anyother matters in any jurisdiction. The Obligors shall consult with their own advisors concerning such matters and shallbe responsible for making their own independent investigation and appraisal of the transactions contemplated herein orin the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Obligors with respectthereto.(b) Each Obligor further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, thateach Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities tradingand brokerage activities as well as130  providing investment banking and other financial services. In the ordinary course of business, any Credit Party mayprovide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and theaccounts of customers, equity, debt and other securities and financial instruments (including bank loans and otherobligations) of, the Obligors and other companies with which the Obligors may have commercial or otherrelationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of itscustomers, all rights in respect of such securities and financial instruments, including any voting rights, will beexercised by the holder of the rights, in its sole discretion.(c) In addition, each Obligor acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (includingfinancial advisory services) to other companies in respect of which the Obligors may have conflicting interestsregarding the transactions described herein and otherwise. No Credit Party will use confidential information obtainedfrom the Obligors by virtue of the transactions contemplated by the Loan Documents or its other relationships with theObligors in connection with the performance by such Credit Party of services for other companies, and no Credit Partywill furnish any such information to other companies. Each Obligor also acknowledges that no Credit Party has anyobligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to theObligors, confidential information obtained from other companies.Section 10.20 Limited Release. The Administrative Agent and Lenders hereby release and discharge each ofCardtronics Canada Holdings Inc., Cardtronics Australasia Pty Ltd, Cardtronics Canada Limited Partnership andCardtronics Canada ATM Processing Partnership (each, a “Prior Credit Facility Guarantor”) from its liabilities andobligations under the Loan Documents as a Credit Facility Guarantor and release any and all property of each PriorCredit Facility Guarantor from the Liens of the Security and Pledge Agreement dated July 15, 2010 among the CreditFacility Guarantors and Administrative Agent, as amended; provided that the foregoing release shall not release ordischarge any Prior Credit Facility Guarantor from its liabilities and obligations under the Loan Documents as a CFCGuarantor.[END OF TEXT] 131  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by theirrespective officers thereunto duly authorized as of the date first above written. BORROWERS: CARDTRONICS PLC By: Name:Gary Ferrera Title:Chief Financial Officer CARDTRONICS HOLDINGS LIMITED By: Name:E. Brad Conrad Title:Director CATM EUROPE HOLDINGS LIMITED By: Name:Jana Hile Title:Director CATM HOLDINGS LLC By: Name:E. Brad Conrad Title:President CARDTRONICS USA, INC. By: Name:E. Brad Conrad Title:Treasurer [Continued on following page] Signature Page to Second Amended and Restated Credit Agreement  CARDTRONICS UK LIMITED By: 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: Name:Jana Hile Title:Director By: Name:Patrick Moriarty Title:Company Secretary CARDTRONICS CANADA HOLDINGS INC. By: Name:Patrick Moriarty Title:Senior Vice-President, North America, AccountingOperations Signature Page to Second Amended and Restated Credit Agreement  CREDIT FACILITY GUARANTORS: CARDTRONICS, INC. By: Name:E. Brad Conrad Title:Director ATM NATIONAL, LLC By: Name:E. Brad Conrad Title:Treasurer CATM NORTH AMERICA HOLDINGS LIMITED By: Name:E. Brad Conrad Title:Director CATM AUSTRALASIA HOLDINGS LIMITED By: Name:E. Brad Conrad Title:Director SUNWIN SERVICES GROUP (2010) LTD. By: Name:Michael Pinder Title:Director Signature Page to Second Amended and Restated Credit Agreement  CFC GUARANTORS: CARDTRONICS HOLDINGS, LLC By: Name:E. Brad Conrad Title:President CARDPOINT LIMITED By: Name:Jana Hile Title:Director CARDTRONICS CANADA LIMITEDPARTNERSHIP By:Cardtronics Canada Operations Inc., its GeneralPartner By: Name:Patrick Moriarty Title:Senior Vice-President, North America, AccountingOperations CARDTRONICS CANADA ATM PROCESSINGPARTNERSHIP By:Cardtronics Canada Operations Inc., its ManagingPartner By: Name:Patrick Moriarty Title:Senior Vice-President, North America, AccountingOperations Signature Page to Second Amended and Restated Credit Agreement  JPMORGAN CHASE BANK, N.A. By: Name:Min Park Title:Vice President JPMORGAN CHASE BANK, N.A., TORONTOBRANCH By: Name:Deborah Booth Title:Executive Director JPMORGAN CHASE BANK, N.A. J.P. MORGANEUROPE LIMITED By: Name:Belinda Lucas Title:Authorised Signatory Signature Page to Second Amended and Restated Credit Agreement  BANK OF AMERICA, N.A. By: Name:Adam Rose Title:SVP Signature Page to Second Amended and Restated Credit Agreement  BARCLAYS BANK PLC By: Name:Gill Skala Title:Director Executed in New York Signature Page to Second Amended and Restated Credit Agreement  WELLS FARGO BANK, N.A. By: Name:Joanna Mitchell Title:SVP Signature Page to Second Amended and Restated Credit Agreement  COMPASS BANK By: Name:Collis Sanders Title:Executive Vice President Signature Page to Second Amended and Restated Credit Agreement  CAPITAL ONE, N.A. By: Name:Yasmin Huebinger Title:Senior Vice President Signature Page to Second Amended and Restated Credit Agreement  BANK OF MONTREAL By: Name:Christina Boyle Title:Managing Director Signature Page to Second Amended and Restated Credit Agreement  BANK OF MONTREAL, LONDON BRANCH By: Name:Tom Woolgar Title:Managing Director, Corporate Banking By: Name:Jeff Couch Title:Managing Director Signature Page to Second Amended and Restated Credit Agreement  CANADIAN IMPERIAL BANK OF COMMERCE By: Name:Mario Frison Title:Authorized Signatory By: Name:R. Andrew H. Roberts Title:Authorized Signatory Signature Page to Second Amended and Restated Credit Agreement  PNC BANK, NATIONAL ASSOCIATION By: Name:Divyang Shah Title:Senior Vice President PNC BANK CANADA BRANCH By: Name:Caroline Stade Title:Senior Vice President Signature Page to Second Amended and Restated Credit Agreement  CITIBANK, N.A. By: Name:Chris Hartzell Title:Managing Director Signature Page to Second Amended and Restated Credit Agreement  GOLDMAN SACHS LENDING PARTNERS LLC By: Name:Ryan Durkin Title:Authorized Signatory Signature Page to Second Amended and Restated Credit Agreement  HSBC BANK USA, N.A. By: Name:Michael Bustios Title:Senior Vice President Signature Page to Second Amended and Restated Credit Agreement  NATIONAL WESTMINSTER BANK PLC By: Name:Krishan Patel Title:Vice President Signature Page to Second Amended and Restated Credit Agreement  Acknowledged and agreed to only with respect to Section 10.16 of the Agreement by: FROST BANK By: Name:Michelle Huth Title:Market President Signature Page to Second Amended and Restated Credit Agreement  Acknowledged and agreed to only with respect to Section 10.16 of the Agreement by: BANK OF NOVA SCOTIA By: Name:Winston Lua Title:Director Signature Page to Second Amended and Restated Credit Agreement  Acknowledged and agreed to only with respect to Section 10.16 of the Agreement by: SANTANDER BANK, N.A. By: Name:Andres Barbosa Title:Executive Director By: Name:Carolina Gutierrez Title:Vice President Signature Page to Second Amended and Restated Credit Agreement  Acknowledged and agreed to only with respect to Section 10.16 of the Agreement by: ZIONS BANCORPORATION DBA AMEGY BANK By: Name:Ryan Kim Title:Vice President Signature Page to Second Amended and Restated Credit AgreementExhibit 21.1Subsidiaries of Cardtronics plcSubsidiaries are not shown in the list below if, considered in the aggregate as a single subsidiary, they would not constitute a significantsubsidiary. Entity Jurisdiction of Organization Cardtronics Canada Holdings Inc. 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 CATM 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. 333-149244, 333‑149245, and 333-168804)and Form S-3 (333-187229) of Cardtronics plc of our reports dated February 28, 2019, with respect to the consolidated balance sheets ofCardtronics plc as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss),shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes(collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31,2018, which reports appear in the December 31, 2018 annual report on Form 10‑K of Cardtronics plc.Our report on the consolidated financial statements refers to a change in the method of accounting for revenue recognition in 2018./s/ KPMG LLPHouston, TexasFebruary 28, 2019Exhibit 31.1CERTIFICATION 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 2002I, Edward H. West, certify that:1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (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 fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 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 under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous 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 be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial 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 conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. 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 the equivalentfunctions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Date: February 28, 2019 /s/ Edward H. West Edward H. West Chief Executive Officer Exhibit 31.2CERTIFICATION OF CHIEF FINANCIAL 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 2002I, Gary W. Ferrera, certify that:1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (this “report”) ofCardtronics 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, notmisleading with respect 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 inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act 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 designedunder our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing 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 andthe preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such 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 hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financialreporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; 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, 2019 /s/ Gary W. Ferrera Gary W. Ferrera Chief Financial Officer Exhibit 32.1CERTIFICATION OFCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Cardtronics plc (“Cardtronics”) for the period ended December 31, 2018as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned each hereby certifies, pursuant to18 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; andThe information contained in the Report fairly presents, in all material respects, the financial condition and results of operationsof Cardtronics.Date: February 28, 2019 /s/ Edward H. West Edward H. West Chief Executive Officer Date: February 28, 2019 /s/ Gary W. Ferrera Gary W. Ferrera Chief Financial Officer 

Continue reading text version or see original annual report in PDF format above